Exhibit 4.1


 





EXECUTION VERSION


 


FOOT LOCKER,
INC.


 


and


  


COMPUTERSHARE
TRUST COMPANY, N.A.,


 


as Rights
Agent,


 


RIGHTS
AGREEMENT


  


Dated
as of December 7, 2020


 




     


     


    


 


TABLE OF CONTENTS


 


Page


 




	Section 1.  	 	Certain Definitions	1
	Section 2.   	 	Appointment of Rights Agent	6
	Section 3.   	 	Issuance of Rights Certificates	6
	Section 4.   	 	Form of Rights Certificates	9
	Section 5.   	 	Countersignature and Registration	10
	Section 6.   	 	Transfer, Split-Up, Combination and Exchange of Rights Certificates; Mutilated, Destroyed, Lost or
Stolen Rights Certificates	10
	Section 7.   	 	Exercise of Rights; Purchase Price; Expiration Date of Rights	11
	Section 8.   	 	Cancellation and Destruction of Rights Certificates	13
	Section 9.   	 	Reservation and Availability of Capital Stock	14
	Section 10.   	 	Preferred Stock Record Date	15
	Section 11.   	 	Adjustment of Purchase Price, Number and Kind of Shares or Number of Rights	15
	Section 12.   	 	Certificate of Adjusted Purchase Price or Number of Shares	23
	Section 13.   	 	Consolidation, Merger or Sale or Transfer of Assets, Cash Flow or Earning Power	24
	Section 14.   	 	Fractional Rights and Fractional Shares	27
	Section 15.   	 	Rights of Action	28
	Section 16.   	 	Agreement of Rights Holders	29
	Section 17.   	 	Rights Certificate Holder Not Deemed a Shareholder	29
	Section 18.   	 	Concerning the Rights Agent	30
	Section 19.   	 	Merger or Consolidation or Change of Name of Rights Agent	30
	Section 20.   	 	Rights and Duties of Rights Agent	31
	Section 21.   	 	Change of Rights Agent	34
	Section 22.   	 	Issuance of New Rights Certificates	35
	Section 23.   	 	Redemption and Termination	35
	Section 24.   	 	Exchange	36
	Section 25.   	 	Notice of Certain Events	38
	Section 26.   	 	Notices	39
	Section 27.   	 	Supplements and Amendments	40
	Section 28.   	 	Successors	40
	Section 29.   	 	Determinations and Actions by the Board, etc	40
	Section 30.   	 	Benefits of this Agreement	41
	Section 31.   	 	Severability	41
	Section 32.   	 	Governing Law	41
	Section 33.   	 	Counterparts	41
	Section 34.   	 	Interpretation	42
	Section 35.   	 	Force Majeure	42


 






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EXHIBITS

 


		Exhibit A –	Form of Certificate of Amendment






		Exhibit B –	Form of Rights Certificates






		Exhibit C –	Form of Summary of Rights to Purchase Preferred
Stock



 




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RIGHTS AGREEMENT




 


This RIGHTS AGREEMENT, dated as of December
7, 2020 (this “Agreement”), is by and between Foot Locker, Inc., a New York corporation (the “Company”),
and Computershare Trust Company, N.A., a federally chartered trust company, as rights agent (the “Rights Agent”).


 


W I T N E S S E T H:


 


WHEREAS, on December 7, 2020 (the “Rights
Dividend Declaration Date”), the board of directors of the Company (the “Board”) (i) adopted resolutions
creating a series of preferred stock designated as “Series C Junior Participating Preferred Stock” and authorized and
declared a dividend distribution of one Right (as hereinafter defined) for each share of Common Stock (as hereinafter defined)
of the Company outstanding at the Close of Business (as hereinafter defined) on December 18, 2020 (the “Record Date”);
and (ii) authorized the issuance of one Right (as such number may be adjusted pursuant to the provisions of Section 11(p) hereof)
for each share of Common Stock of the Company issued (whether as an original issuance or from the Company’s treasury) between
the Record Date and the earlier of the Distribution Date and the Expiration Date (as such terms are hereinafter defined) and in
certain other circumstances provided herein; and


 


WHEREAS, each Right initially represents the
right to purchase one one-thousandth (1/1,000) of a share of Preferred Stock (as hereinafter defined), having the rights, powers
and preferences set forth in the Form of Certificate of Amendment, attached hereto as Exhibit A, upon the terms and subject to
the conditions hereinafter set forth (the “Rights”).


 


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


 


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


 


(a)        “Acquiring Person” shall mean any Person (as hereinafter defined) who or which shall be the Beneficial
Owner (as hereinafter defined), directly or indirectly, of twenty percent (20%) or more of the shares of Common Stock then-outstanding
such that such Person would constitute an “interested shareholder,” as defined in Section 912 of the NYBCL; provided,
however, that the following shall not be deemed Acquiring Persons:


 


(i)     
 any Exempt Person (as hereinafter defined);


 


(ii)     
any Person who is the Beneficial Owner, as of the time of the first public announcement of the adoption of this Agreement
(including any shares Beneficial Ownership of which is acquired on the date of announcement pursuant to orders placed prior to
becoming aware of such announcement), of twenty percent (20%) or more of the shares of Common Stock then-outstanding, unless and
until such Person shall, after the time of such first public announcement of the adoption of this


 






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Agreement, become the Beneficial
Owner of additional shares of Common Stock representing one-half of one percent (0.5%) or more of the shares of Common Stock then-outstanding
(other than pursuant to a dividend or distribution paid or made by the Company on the outstanding Common Stock or pursuant to a
split or subdivision of the outstanding Common Stock), other than at a time when such Person is the Beneficial Owner of less than
twenty percent (20%) of the outstanding shares of Common Stock; provided that such acquisition does not cause such Person
to then become the Beneficial Owner of twenty percent (20%) or more of the shares of Common Stock then-outstanding;


 


(iii)     
any Person who becomes the Beneficial Owner of twenty percent (20%) or more of the shares of Common Stock then-outstanding
as a result of a reduction in the number of shares of Common Stock outstanding due to the repurchase of shares of Common Stock
by the Company (or any Exempt Person) unless and until such Person, after becoming aware that such Person has become the Beneficial
Owner of twenty percent (20%) or more of the then-outstanding shares of Common Stock, acquires Beneficial Ownership of additional
shares of Common Stock representing one-half of one percent (0.5%) or more of the shares of Common Stock then-outstanding; or


 


(iv)    
any Person who would otherwise be an “Acquiring Person” that the Board determines in good faith has become such
inadvertently (including, without limitation, because (A) such Person was unaware that it Beneficially Owned a percentage of Common
Stock that would otherwise cause such Person to be an “Acquiring Person” or (B) such Person was aware of the extent
of its Beneficial Ownership of Common Stock but had no actual knowledge of the consequences of such Beneficial Ownership under
this Agreement) and had no intention of changing or influencing control of the Company, and such Person divests as promptly as
practicable (as determined, in good faith, by the Board) a sufficient number of shares of Common Stock so that such Person would
no longer be an “Acquiring Person.”


 


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


 


(c)        “Affiliate” and “Associate” shall have the respective meanings ascribed to such terms
in Section 912 of the NYBCL.


 


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


 


(e)        A Person shall be deemed the “Beneficial Owner” of, and shall be deemed to have “Beneficial
Ownership” of and to “beneficially own,” any securities with respect to which such Person constitutes
a “beneficial owner” as defined in Section 912 of the NYBCL; provided, however, that: (i) a Person shall
not be deemed the Beneficial Owner of, or to have “Beneficial Ownership” of or to “beneficially own,” (A)
securities that such Person or any of such Person’s Affiliates or Associates has a right to acquire upon the exercise of
Rights at any time prior to the occurrence of a Triggering Event (as hereinafter defined) or (B) securities issuable upon the exercise
of Rights from and after the occurrence of a Triggering Event, which


 






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Rights were acquired by such Person or any of such Person’s
Affiliates or Associates prior to the Distribution Date or pursuant to Section 3(a) or Section 22 hereof (the “Original
Rights”) or pursuant to Section 11(i) or Section 11(p) hereof in connection with an adjustment made with respect to any
Original Rights; (ii) no Person who is an officer, director or employee of an Exempt Person shall be deemed, solely by reason of
such Person’s status or authority as such, to be the “Beneficial Owner” of, to have “Beneficial Ownership”
of or to “beneficially own” any securities that are “beneficially owned” (as otherwise defined in this
Section 1(e)), including in a fiduciary capacity, by an Exempt Person or by any other such officer, director or employee of an
Exempt Person; and (iii) nothing in this Section 1(e) shall cause (x) a Person engaged in business as an underwriter of
securities or (y) an initial purchaser in a bona fide offering pursuant to Section 144A of the Act to be the Beneficial Owner of,
to beneficially own or have Beneficial Ownership of, any securities acquired through such Person’s participation in good
faith in a firm commitment underwriting or a bona fide offering pursuant to Section 144A of the Act, as applicable, until the expiration
of forty (40) days after the date of such acquisition, and then only if such securities continue to be owned by such Person at
such expiration of forty (40) days. For all purposes of this Agreement, the phrase “then-outstanding” when used with
reference to the percentage of the then-outstanding securities beneficially owned by a Person shall mean the number of 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 be the Beneficial Owner of, to beneficially own or have Beneficial Ownership of hereunder


 


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


 


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


 


(h)        “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.


 


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


 


(j)         “Common Stock” shall mean the common stock, par value $0.01 per share, of the Company, except that “Common
Stock” when used with reference to any Person other than the Company shall mean the capital stock of such Person with the
greatest voting power, or the equity securities or other equity interest having power to control or direct the management, of such
Person or, if such Person is a Subsidiary (as hereinafter defined) of another Person, the Person or Persons which ultimately control
such first-mentioned Person.


 


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


 


(l)         “Company” shall have the meaning set forth in the preamble to this Agreement, except as otherwise provided
in Section 13(a).


 






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


 


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


 


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


 


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


 


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


 


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


 


(s)        “Exempt Person” shall mean the Company or any Subsidiary (as hereinafter defined) of the Company, in
each case, including in its fiduciary capacity, or any employee benefit plan of the Company or of any Subsidiary of the Company,
or any entity or trustee holding (or acting in a fiduciary capacity in respect of) Common Stock for or pursuant to the terms of
any such plan or for the purpose of funding any such plan or funding other employee benefits for employees of the Company or any
Subsidiary of the Company.


 


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


 


(u)        “Final Expiration Date” shall mean the date upon which the Rights expire and shall be the first (1st)
anniversary date hereof.


 


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


 


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


 


(x)        “NYBCL” means the New York Business Corporation Law, as in effect on the date of this Agreement.


 


(y)       “NYSE” shall mean the New York Stock Exchange.


 


(z)        “Original Rights” shall have the meaning set forth in Section 1(e) hereof.


 


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


 






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(bb)     “Preferred Stock” shall mean shares of Series C Junior Participating Preferred Stock, par value $1.00
per share, of the Company, and, to the extent that there are not a sufficient number of shares of Series C Junior Participating
Preferred Stock authorized to permit the full exercise of the Rights, any other series of preferred stock of the Company designated
for such purpose containing terms substantially similar to the terms of the Series C Junior Participating Preferred Stock, having
the rights and preferences set forth in the Form of Certificate Amendment attached hereto as Exhibit A.


 


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


 


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


 


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


 


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


 


(gg)     “Rights” shall have the meaning set forth in the recitals to this Agreement.


 


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


 


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


 


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


 


(kk)      “Schedule 13D” shall refer to a Schedule 13D filing required pursuant to Rule 13d-1(a), 13d-1(e)
or 13d-1(g) of the General Rules and Regulations under the Exchange Act.


 


(ll)        “Schedule 13G” shall refer to a Schedule 13G filing required pursuant to Rule 13d-1(b)(1) of the General
Rules and Regulations under the Exchange Act.


 


(mm)    “Section 13 Event” shall mean any event described in clauses (i), (ii) or (iii) of Section 13(a) hereof.


 


(nn)     “Security” shall have the meaning set forth in Section 11(d) hereof.


 


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


 






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


 


(qq)     “Subsidiary” shall mean, with reference to any Person, any corporation or other entity of which an amount
of securities or other ownership interests having ordinary voting power sufficient to elect at least a majority of the directors
or other Persons having similar functions of such corporation or other entity are at the time, directly or indirectly, beneficially
owned, or otherwise controlled by such Person.


 


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


 


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


 


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


 


(uu)     “Triggering Event” shall mean any Flip-In Event or any Section 13 Event.


 


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


 


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


 


Section 2.           Appointment of Rights Agent. The Company hereby appoints the Rights Agent to act as rights agent for the Company
in accordance with the express terms and conditions hereof (and no implied terms or conditions), and the Rights Agent hereby accepts
such appointment. The Company may from time to time appoint such co-rights agents as it may deem necessary or desirable, upon ten
(10) days’ prior written notice to the Rights Agent. In the event the Company appoints one or more co-rights agents, the
respective duties of the Rights Agent and any co-Rights Agents shall be as the Company 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. 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.


 


Section 3.           Issuance of Rights Certificates.


 


(a)        Until the earlier of (i) the Close of Business on the tenth (10th) Business Day after the Stock Acquisition Date (or, if
the tenth (10th) Business Day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record
Date), and (ii) the Close of Business on the tenth (10th) Business Day (or such later date as the Board shall determine) after
the date that a tender or exchange offer by any Person (other than an Exempt Person) is first published or sent or given within
the meaning of Rule 14d-2(a) of the


 






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General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person
would become an Acquiring Person (the earlier of clauses (i) and (ii) being herein referred to as the “Distribution Date”),
(x) the Rights will be evidenced (subject to the provisions of paragraphs (b) and (c) of this Section 3) by the certificates for
the Common Stock registered in the names of the holders thereof (or, for Book Entry shares, the notations in the respective accounts
for the Common Stock) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer
of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date
and subject to the following sentence, the Company will prepare and execute, and upon written request from the Company, the Rights
Agent will countersign (either by manual or facsimile signature) and the Company will send or cause to be sent (and the Rights
Agent will, if requested, send, at the expense of the Company and upon receipt of all relevant information) by first-class, postage
prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date (other than any Acquiring
Person or any Affiliate or Associate of an Acquiring Person with or through whom such Acquiring Person beneficially owns such Common
Stock), at the address of such holder shown on the records of the Company or the transfer agent for the Common Stock, one or more
certificates, in substantially the form attached hereto as Exhibit B (the “Rights Certificates”), evidencing
one Right for each share of Common Stock so held, subject to adjustment as provided herein. To the extent that a Triggering Event
under Section 11(a)(ii) hereof has also occurred, the Company may implement such procedures, as it deems appropriate in its sole
discretion, to minimize the possibility that Rights are received by Persons whose Rights would be null and void under Section 7(e)
hereof, and provide prompt written notice thereof to the Rights Agent. Receipt by any Person of a Rights Certificate with respect
to any Rights shall not preclude a later determination that such Rights are null and void pursuant to Section 7(e) hereof. In the
event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the
time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in
accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and
cash is paid in lieu of any fractional Rights. Except as otherwise provided in this Agreement, as of and after the Distribution
Date, the Rights will be evidenced solely by such Rights Certificates. The Company shall promptly notify the Rights Agent in writing
upon the occurrence of the Distribution Date. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively
for all purposes that the Distribution Date has not occurred.


 


(b)        The Company will make available, as promptly as practicable following the Record Date, a copy of a Summary of Rights to
Purchase Preferred Stock, in substantially the form attached hereto as Exhibit C (the “Summary of Rights”),
to any holder of Rights who may so request from time to time prior to the Expiration Date. With respect to certificates for shares
of Common Stock (or Book Entry shares of Common Stock) outstanding as of the Record Date, or issued subsequent to the Record Date,
unless and until the Distribution Date shall occur, the Rights associated with such shares will be evidenced by such certificates
for the Common Stock (or, for Book Entry shares, the notations in the respective accounts for the Common Stock) and the registered
holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution
Date and the Expiration Date, the transfer of any shares of Common Stock in respect of which Rights have been issued, with or without
a copy of the Summary of Rights, shall also constitute the transfer of the Rights


 






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associated with such shares of Common Stock.
Notwithstanding anything to the contrary contained herein, upon the effectiveness of a redemption pursuant to Section 23 hereof
or an exchange pursuant to Section 24 hereof, the Company shall not thereafter issue any additional Rights, and for the avoidance
of doubt, no Rights shall be attached to or shall be issued with any shares of Common Stock (including any shares of Common Stock
issued pursuant to an exchange) at any time thereafter.


 


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


 


This certificate
also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement by and between Foot Locker,
Inc., a New York corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust
company (or any successor rights agent, the “Rights Agent”), dated as of December 7, 2020 (as originally executed
and as it may be amended or restated from time to time, the “Rights Agreement”), the terms of which are hereby
incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain
circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer
be evidenced by this certificate. The Company will mail or cause to be mailed to the holder of this certificate a copy of the Rights
Agreement, as in effect on the date of mailing, without charge, promptly after receipt of a written request therefor. Under certain
circumstances set forth in the Rights Agreement, Rights issued to, or beneficially owned by, any Person who is, was or becomes
an Acquiring Person (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person
or by any subsequent holder, may become null and void and will no longer be transferable.


 


With respect to any Book Entry shares of Common Stock, a legend
in substantially similar form shall be included in a notice to the record holder of such shares in accordance with applicable law.
With respect to such certificates containing the foregoing legend, or any notice of the foregoing legend delivered to holders of
Book Entry shares, until the Distribution Date, the Rights associated with the Common Stock represented by such certificates or
Book Entry shares shall be evidenced by such certificates or Book Entry shares alone, and the surrender for transfer of any such
certificate or Book Entry share shall also constitute the transfer of the Rights associated with the Common Stock represented thereby.
Notwithstanding this Section 3(c), neither the omission of a legend nor the failure to deliver the notice of such legend required
hereby shall affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.


 






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


 


Section 4.           Form of Rights Certificates.


 


(a)        The Rights Certificates (and the forms of election to purchase and of assignment to be printed on the reverse thereof),
when and if issued, shall each be in substantially the form attached hereto as Exhibit B and may have such marks of identification
or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent
with the provisions of this Agreement (and 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 or interdealer quotation system on which the Rights may from time to time be listed or
quoted, or to conform to usage. Subject to the provisions of, and conditioned upon, this Agreement, the Rights Certificates, whenever
distributed, shall be dated as of the Record Date, or, in the case of Rights with respect to Common Stock issued or becoming outstanding
after the Record Date, the same date as the date of the share certificate evidencing such shares (or for Book Entry shares, the
date of issuance noted in the account), and on their face shall entitle the holders thereof to purchase such number of one one-thousandths
(1/1000) of a share of Preferred Stock as shall be set forth therein at the price set forth therein, but the amount and type of
securities purchasable upon the exercise of each Right and the price payable upon such exercise shall be subject to adjustment
as provided herein.


 


(b)        Any Rights Certificate issued pursuant to Section 3(a), Section 11(i) or Section 22 hereof that represents Rights beneficially
owned by: (i) an Acquiring Person (including Rights beneficially owned with or through any Affiliate or Associate of such Acquiring
Person); (ii) a transferee of an Acquiring Person (or of any such Affiliate or Associate) who becomes a transferee after the Acquiring
Person becomes such; (iii) a transferee of an Acquiring Person (or of any such Affiliate or Associate) who becomes a transferee
prior to or concurrently with the Acquiring Person becoming such and receives such Rights pursuant to either (A) a transfer (whether
or not for consideration) from the Acquiring Person (or such Affiliate or Associate) to holders of equity interests in such Acquiring
Person (or such Affiliate or Associate) or to any Person with whom such Acquiring Person (or such Affiliate or Associate) has any
continuing agreement, arrangement or understanding (whether or not in writing) regarding the transferred Rights or (B) a transfer
which the Board has determined is part of an agreement, arrangement or understanding (whether or not in writing) which has as a
primary purpose or effect the avoidance of Section 7(e) hereof; or (iv) subsequent transferees of such Persons described in clause
(i), (ii) or (iii) of this sentence, and any Rights Certificate issued pursuant to Section 6 or Section 11 hereof upon transfer,
exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain (to the extent
feasible) a legend in substantially the following form:


 






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The Rights represented by this Rights
Certificate are or were beneficially owned by a Person who was or became an Acquiring Person (as such terms are defined in the
Rights Agreement). Accordingly, this Rights Certificate and the Rights represented hereby may become null and void in the circumstances
specified in Section 7(e) of the Rights Agreement.


 


Section 5.           Countersignature and Registration.


 


(a)        The Rights Certificates shall be duly executed on behalf of the Company by its Chief Executive Officer, the President, any
Executive Vice President or any Senior Vice President, either manually or by facsimile signature, and shall have affixed thereto
the Company’s seal or a facsimile thereof which shall be attested to by the Secretary or any Assistant Secretary of the Company,
either manually or by facsimile signature. Upon written request by the Company, the Rights Certificates shall be countersigned
by the Rights Agent, either manually or by facsimile signature, and shall not be valid for any purpose unless so countersigned,
but it shall not be necessary for the same signatory to countersign all of the Rights Certificates hereunder. In case any officer
of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature
by the Rights Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, may be countersigned by the
Rights Agent and issued and delivered by the Company with the same force and effect as though the Person who signed such Rights
Certificates had not ceased to be such officer of the Company; and any Rights Certificates may be signed on behalf of the Company
by any Person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to
sign such Rights Certificate, although as of the date hereof any such Person was not such an officer.


 


(b)        Following the Distribution Date and receipt by the Rights Agent of written notice to that effect and all other relevant
information referred to in this Agreement, the Rights Agent shall keep, or cause to be kept, at its office or offices designated
by the Rights Agent as the appropriate place for surrender of Rights Certificates upon exercise or transfer, books for registration
and transfer of the Rights Certificates issued hereunder. Such books shall show the names and addresses of the respective holders
of the Rights Certificates, the number of Rights evidenced on its face by each of the Rights Certificates and the date of each
of the Rights Certificates.


 


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


 


(a)        Subject to the provisions of this Agreement, at any time after the Close of Business on the Distribution Date, and at or
prior to the Close of Business on the Expiration Date, any Rights Certificate or Rights Certificates (other than Rights Certificates
representing Rights that may have been exchanged pursuant to Section 24 hereof) may be transferred, split up, combined or exchanged
for another Rights Certificate or Rights Certificates, entitling the registered holder to purchase a like number of one one-thousandths
(1/1,000) of a share of Preferred Stock (or, following a Triggering Event, Common Stock, other securities, cash or other assets,
as the case may be) as the Rights Certificate or Rights Certificates surrendered then entitles such holder (or former holder in
the case of a transfer) to purchase. Any registered


 






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holder desiring to transfer, split up, combine or exchange any Rights Certificate
or Rights Certificates shall make such request in writing delivered to the Rights Agent, and shall surrender, together with any
required form of assignment and certificate duly executed and properly completed, the Rights Certificate or Rights Certificates
to be transferred, split up, combined or exchanged at the office or offices of the Rights Agent designated for such purpose, accompanied
by a signature guarantee and such other documentation as the Rights Agent may reasonably request. The Rights Certificates are transferable
only on the registry books of the Rights Agent. Notwithstanding anything to the contrary contained herein, neither the Rights Agent
nor the Company shall be obligated to take any action whatsoever with respect to the transfer of any such surrendered Rights 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 Rights Certificate and shall have provided such additional evidence of the identity of the Beneficial
Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the Company or the Rights Agent may reasonably request.
Thereupon the Rights Agent shall, subject to Section 4(b), Section 7(e), Section 14 and Section 24 hereof, countersign and deliver
to the Person entitled thereto a Rights Certificate or Rights Certificates, as the case may be, as so requested. The Company may
require payment from any holder of a Rights Certificate of a sum sufficient to cover any tax or governmental charge that may be
imposed in connection with any transfer, split up, combination or exchange of Rights Certificates. The Rights Agent shall not have
any duty or obligation to take any action under any section of this Agreement that requires the payment of taxes and/or charges
unless and until it is satisfied that all such payments have been made.


 


(b)        Subject to the provisions of this Agreement, at any time after the Distribution Date and prior to the Expiration Date, upon
receipt by the Company and the Rights Agent of evidence reasonably satisfactory to them of the loss, theft, destruction or mutilation
of a Rights Certificate and the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof
(including a signature guarantee and such other documentation as the Company or the Rights Agent shall reasonably request), and,
in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to them, and, at the Company’s or
the Rights Agent’s request, reimbursement to the Company and the Rights Agent of all reasonable expenses incidental thereto,
and upon surrender to the Rights Agent and cancellation of the Rights Certificate, if mutilated, the Company will execute and deliver
a new Rights Certificate of like tenor to the Rights Agent for countersignature and delivery to the registered owner in lieu of
the Rights Certificate so lost, stolen, destroyed or mutilated.


 


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


 


(a)        Subject to Section 7(e) hereof, at any time after the Distribution Date, the registered holder of any Rights Certificate
may exercise the Rights evidenced thereby (except as otherwise provided herein, including the restrictions on exercisability set
forth in Section 9(c), Section 11(a)(iii) and Section 23(a) hereof) in whole or in part upon surrender of the Rights Certificate,
with the appropriate form of election to purchase and the certificate on the reverse side thereof properly completed and duly executed,
to the Rights Agent at the office or offices of the Rights Agent designated for such purpose, accompanied by a signature guarantee
and such other documentation as the Rights Agent may reasonably request, together with payment of the aggregate Purchase Price
with respect to the total number of one one-thousandths


 






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(1/1,000) of a share of Preferred Stock (or other securities, cash or other
assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the time that is the earlier
of (i) the Close of Business on the Final Expiration Date and (ii) the time at which the Rights are redeemed or exchanged as provided
in Section 23 and Section 24 hereof (the earlier of (i) and (ii) being herein referred to as the “Expiration Date”).


 


(b)        The purchase price for each one one-thousandth (1/1,000) of a share of Preferred Stock pursuant to the exercise of a Right
initially shall be two-hundred and ten dollars ($210.00) (the “Purchase Price”), subject to adjustment from
time to time as provided in Section 11 and Section 13 hereof, and shall be payable in accordance with paragraph (c) below.


 


(c)        Except as otherwise provided herein, upon receipt of a Rights Certificate representing exercisable Rights, with the form
of election to purchase and the certificate properly completed and duly executed, accompanied by a signature guarantee and such
other documentation as the Rights Agent may reasonably request, and accompanied by payment, with respect to each Right so exercised,
of the Purchase Price per one one-thousandth (1/1,000) of a share of Preferred Stock (or other shares, securities, cash or other
assets, as the case may be) to be purchased as set forth below and an amount equal to any applicable transfer tax or charge required
to be paid by the holder of such Rights Certificate in accordance with Section 9(e) hereof, the Rights Agent shall, subject to
Section 7(f) and Section 20(k) hereof, thereupon reasonably promptly (i) (A) requisition from any transfer agent of the shares
of Preferred Stock (or make available, if the Rights Agent is the transfer agent for such shares) certificates for the total number
of one one-thousandths (1/1,000) of a share of Preferred Stock to be purchased and the Company hereby irrevocably authorizes its
transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of shares
of Preferred Stock issuable upon exercise of the Rights hereunder with a depositary agent, requisition from the depositary agent
depositary receipts representing such number of one one-thousandths (1/1,000) of a share of Preferred Stock as are to be purchased
(in which case, certificates for the shares of Preferred Stock represented by such receipts shall be deposited by the transfer
agent with the depositary agent) and the Company will direct the depositary agent to comply with such request; (ii) when appropriate,
requisition from the Company the amount of cash, if any, to be paid in lieu of fractional shares in accordance with Section 14
hereof; (iii) after receipt of such certificates or depositary receipts, cause the same to be delivered to the registered holder
of such Rights Certificate or, upon the order of the registered holder of such Rights Certificate, registered in such name or names
and delivered to such Person or Persons as may be designated by such holder; and (iv) after receipt thereof, deliver such cash,
if any, to the registered holder of such Rights Certificate or, upon the order of the registered holder of such Rights Certificate,
to such other Person or Persons as may be designated by such holder. The payment of the Purchase Price and any applicable transfer
tax or charge required to be paid in accordance with Section 9(e) shall be made in cash or by certified check, cashier’s
check or money order payable to the order of the Company. In the event that the Company is obligated to issue other securities
(including Common Stock) of the Company, pay cash and/or distribute other property pursuant to Section 11(a) hereof, the Company
will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by
the Rights Agent, if and when appropriate. The Company reserves the right to require prior to the occurrence of a Triggering Event
that, upon any exercise of Rights, a number of Rights be exercised so that only whole shares of Preferred Stock would be issued.


 






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(d)       In case the registered holder of any Rights Certificate shall exercise less than all of the Rights evidenced thereby, a
new Rights Certificate evidencing the Rights remaining unexercised shall be issued by the Rights Agent and delivered to the registered
holder of such Rights Certificate, or upon the order of the registered holder of such Rights Certificate, registered in such name
or names and delivered to such Person or Persons as may be designated by such holder, subject to the provisions of Section 9(e)
and Section 14 hereof.


 


(e)        Notwithstanding anything to the contrary contained herein, from and after the first occurrence of a Flip-In Event, any Rights
beneficially owned by or transferred to (i) an Acquiring Person (or an Affiliate or Associate of an Acquiring Person with or through
whom such Acquiring Person beneficially owns such Rights), (ii) a transferee of an Acquiring Person (or of any such Affiliate or
Associate) who becomes a transferee after the Acquiring Person becomes such, (iii) a transferee of an Acquiring Person (or of any
such Affiliate or Associate) who becomes a transferee prior to or concurrently with the Acquiring Person becoming such and receives
such Rights pursuant to either (A) a transfer (whether or not for consideration) from such Acquiring Person (or such Affiliate
or Associate) to holders of equity interests in such Acquiring Person (or such Affiliate or Associate) or to any Person with whom
such Acquiring Person (or such Affiliate or Associate) has any continuing agreement, arrangement or understanding (whether or not
in writing) regarding the transferred Rights or (B) a transfer which the Board has determined is part of a plan, arrangement or
understanding (whether or not in writing) which has as a primary purpose or effect of the avoidance of this Section 7(e), or (iv)
subsequent transferees of such Persons described in clauses (i)-(iii) of this sentence, shall become null and void without any
further action and no holder of such Rights shall have any rights whatsoever with respect to such Rights, whether under any provision
of this Agreement or otherwise, and such Rights shall not be transferable. The Company shall use all reasonable efforts to ensure
that the provisions of this Section 7(e) and Section 4(b) hereof are complied with, but shall have no liability to any holder of
Rights Certificates or any other Person as a result of its failure to make any determinations with respect to an Acquiring Person
or any of its Affiliates or Associates or their respective transferees hereunder.


 


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


 


Section 8.           Cancellation and Destruction of Rights Certificates. All Rights Certificates surrendered for the purpose of exercise,
transfer, split-up, combination, redemption or exchange shall, if surrendered to the Company or any of its agents (other than the
Rights Agent), be delivered to the Rights Agent for cancellation or in cancelled form, or, if surrendered to the Rights Agent,
shall be cancelled by it, and no Rights Certificates shall be issued in lieu thereof except as expressly permitted by 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 Rights Certificate purchased or acquired by the Company otherwise


 






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than upon the exercise
thereof. The Rights Agent shall deliver all cancelled Rights Certificates to the Company, or shall, at the written request of the
Company, destroy such cancelled Rights Certificates, and in such case shall deliver a certificate of destruction thereof to the
Company.


 


Section 9.           Reservation and Availability of Capital Stock.


 


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


 


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


 


(c)        From and after such time as the Rights become exercisable, the Company shall use its best efforts, if then necessary to
permit the issuance of shares of Preferred Stock upon the exercise of the Rights, to register and qualify such shares of Preferred
Stock under the Act and any applicable state securities or “Blue Sky” laws (to the extent exemptions therefrom are
not available), cause such registration statement and qualifications to become effective as soon as practicable after such filing
and keep such registration and qualifications effective (with a prospectus at all times meeting the requirements of the Act) until
the earlier of (i) the date as of which the Rights are no longer exercisable for such securities and (ii) the Expiration Date.
The Company may temporarily suspend, for a period of time not to exceed ninety (90) days, the exercisability of the Rights in order
to prepare and file a registration statement under the Act and permit it to become effective. Upon any such suspension, the Company
shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public
announcement at such time as the suspension is no longer in effect. 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. The Company shall notify the Rights Agent in writing whenever
it suspends the exercisability of the Rights or makes a public announcement pursuant to this Section 9 and give the Rights Agent
a copy of such announcement. Notwithstanding anything to the contrary contained herein, the Rights shall not be exercisable in
any jurisdiction unless the requisite qualification in such jurisdiction shall have been obtained, unless an exemption therefrom
is available.


 


(d)        The Company covenants and agrees that it will take all such action as may be necessary to ensure that all shares, whether
whole or fractional, of Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities)


 






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delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares (subject to payment of the
Purchase Price), be duly and validly authorized and issued and fully paid and non-assessable.


 


(e)        The Company further covenants and agrees that it will pay, when due and payable, any and all federal and state transfer
taxes and charges which may be payable in respect of the issuance or delivery of the Rights Certificates or of any certificates
for a number of one one-thousandths (1/1,000) of a share of Preferred Stock (or Common Stock and/or other securities, as the case
may be) 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 Rights Certificates to a Person other than the registered holder thereof, or
the issuance or delivery of a number of one one-thousandths (1/1,000) of a share of Preferred Stock (or Common Stock and/or other
securities, as the case may be) in respect of a name other than that of the registered holder of the Rights Certificates evidencing
Rights surrendered for exercise, nor shall the Company be required to issue or deliver any certificates for a number of one one-thousandths
(1/1,000) of a share of Preferred Stock (or Common Stock and/or other securities, as the case may be) in a name other than that
of the registered holder upon the transfer or exercise of any Rights until such tax or charge shall have been paid (any such tax
or charge being payable by the holder of such Rights Certificates 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.


 


Section 10.         Preferred Stock Record Date. Each Person in whose name any certificate for a number of one one-thousandths (1/1,000)
of a share of Preferred Stock (or Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights
shall for all purposes be deemed to have become the holder of record of such fractional shares of Preferred Stock (or Common Stock
and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the
Rights Certificate evidencing such Rights was duly surrendered with the forms of election and certification properly completed
and duly executed and payment of the Purchase Price (and any applicable transfer taxes and charges) was made; provided,
however, that, if the date of such surrender and payment is a date upon which the Preferred Stock (or Common Stock and/or
other securities, as the case may be) transfer books of the Company are closed, such Person shall be deemed to have become the
record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day
on which the Preferred Stock (or Common Stock and/or other securities, as the case may be) transfer books of the Company are open.


 


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


 


(a)               
 


 


(i)     
In the event the Company shall at any time after the date hereof (A) declare and pay a dividend on the Preferred Stock payable
in shares of Preferred Stock, (B) subdivide or split the outstanding shares of Preferred Stock, (C) combine or consolidate the
outstanding shares of Preferred Stock into a smaller number


 






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of shares of Preferred Stock, through a reverse stock split or otherwise,
or (D) issue any shares of its capital stock in a reclassification of the Preferred Stock (including any such reclassification
in connection with a consolidation or merger in which the Company is the continuing or surviving corporation), except as otherwise
provided in this Section 11(a) and Section 7(e) hereof, the Purchase Price in effect at the time of the record date for such dividend
or of the effective date of such subdivision, split, combination, consolidation or reclassification, and the number and kind of
shares of Preferred Stock or other capital stock, as the case may be, issuable on such date, shall be proportionately adjusted
so that the holder of any Right properly exercised after such time in accordance with Section 7 hereof shall be entitled to receive
the aggregate number and kind of shares of Preferred Stock or other capital stock, as the case may be, which, if such Right had
been exercised immediately prior to such date and at a time when the Preferred Stock transfer books of the Company were open, such
holder would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, split, combination,
consolidation 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 (or fractions thereof) of capital stock of the Company
issuable upon exercise of one Right. If an event occurs which would require an adjustment under both this Section 11(a)(i) and
Section 11(a)(ii) hereof, then the adjustment provided for in this Section 11(a)(i) shall be in addition to, and shall be made
prior to, any adjustment required pursuant to Section 11(a)(ii) hereof.


 


(ii)     
Subject to Section 23 and Section 24 hereof, in the event that any Person becomes an Acquiring Person (the first occurrence
of such event being referred to hereinafter as the “Flip-In Event”), unless the event causing such Person to
become an Acquiring Person is a transaction set forth in Section 13(a) hereof, then (A) the Purchase Price shall be adjusted to
be the Purchase Price in effect immediately prior to the Flip-In Event multiplied by the number of one one-thousandths (1/1,000)
of a share of Preferred Stock for which a Right was exercisable immediately prior to such Flip-In Event, whether or not such Right
was then exercisable, and (B) each holder of a Right, except as otherwise provided in Section 7(e) and Section 11(a)(iii) hereof,
shall thereafter have the right to receive, upon proper exercise thereof at a price equal to the then-current Purchase Price, in
accordance with the terms of this Agreement, and in lieu of shares of Preferred Stock, such number of shares of Common Stock as
shall equal the result obtained by dividing the then-current Purchase Price by fifty percent (50%) of the Current Market Price
(determined pursuant to Section 11(d) hereof) on the date of such Flip-In Event; provided, however, that the Purchase
Price (as so adjusted) and the number of shares of Common Stock so receivable upon exercise of a Right shall, following the Flip-In
Event, be subject to further adjustment as appropriate in accordance with Section 11(f) hereof.


 


(iii)     
In the event that the number of shares of Common Stock which is authorized by the Company’s Certificate of Incorporation,
as it may be amended, supplemented or corrected from time to time, but not outstanding or reserved for issuance for purposes other
than upon exercise of the Rights, is not sufficient to permit the exercise in full of the Rights in accordance with the foregoing
Section 11(a)(ii), the Board shall, with respect to such deficiency, to the extent permitted by


 






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applicable law and any material
agreements then in effect to which the Company is a party, (A) determine the value of the shares of Common Stock issuable upon
the exercise of a Right in accordance with the foregoing Section 11(a)(ii) (the “Current Value”), and (B) with
respect to each Right (other than Rights which have become null and void pursuant to Section 7(e)), make adequate provision to
substitute for the shares of Common Stock issuable in accordance with the foregoing Section 11(a)(ii) upon proper exercise of the
Right, (1) cash, (2) a reduction in such Purchase Price, (3) shares of Preferred Stock or other equity securities of the Company
(including shares or fractions of shares of preferred stock which, by virtue of having dividend, voting and liquidation rights
substantially comparable to those of the shares of Common Stock are deemed in good faith by the Board to have substantially the
same value or economic rights as the shares of Common Stock (such shares of Preferred Stock and shares or fractions of shares of
preferred stock are hereinafter referred to as “Common Stock Equivalents”)), (4) debt securities of the Company,
(5) other assets or (6) any combination of the foregoing, having a value which, when added to the value of the shares of Common
Stock issued upon exercise of such Right, shall have an aggregate value equal to the Current Value, where such aggregate value
has been determined by the Board, upon the advice of a nationally recognized investment banking firm selected in good faith by
the Board; provided, however, that, if the Company shall not have made adequate provision to deliver value pursuant
to clause (B) above within thirty (30) days following the later of (x) the Flip-In Event and (y) the date on which the Company’s
right of redemption pursuant to Section 23(a) expires (the later of (x) and (y), the “Flip-In Trigger Date”),
then the Company shall be obligated to deliver, to the extent permitted by applicable law and any material agreements then in effect
to which the Company is a party, upon the surrender for exercise of a Right and without requiring payment of the Purchase Price,
shares of Common Stock (to the extent available), and then, if necessary, such number or fractions of shares of Preferred Stock
(to the extent available) and then, if necessary, cash, which shares and/or cash have an aggregate value equal to the Spread. For
purposes of the preceding sentence, the term “Spread” shall mean the excess of (x) the Current Value over (y)
the Purchase Price. If, upon the occurrence of the Flip-In Event, the Board shall determine in good faith that it is likely that
sufficient additional shares of Common Stock could be authorized for issuance upon exercise in full of the Rights, then, if the
Board so elects, the thirty (30) day period set forth above may be extended to the extent necessary, but not more than ninety (90)
days after the Flip-In Trigger Date, in order that the Company may seek shareholder approval for the authorization of such additional
shares (such thirty (30) day period, as it may be extended, is herein called the “Substitution Period”). To
the extent that the Company determines that some action should be taken pursuant to the preceding provisions of this Section 11(a)(iii),
the Company (x) shall provide, subject to Section 7(e) hereof, Section 11(a)(ii) hereof and the last sentence of this Section 11(a)(iii),
that such action shall apply uniformly to all outstanding Rights and (y) may suspend the exercisability of the Rights until the
expiration of the Substitution Period in order to seek such shareholder approval for such authorization of additional shares and/or
to decide the appropriate form of distribution to be made pursuant to such second sentence and to determine the value thereof.
In the event of any such suspension, the Company shall issue a public announcement stating that the


 






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exercisability of the Rights
has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. The Company
shall promptly notify the Rights Agent in writing whenever it temporarily suspends the exercisability of the Rights or when any
such suspension is no longer in effect, and shall give the Rights Agent a copy of any public announcement under the preceding sentence.
For purposes of this Section 11(a)(iii), the per share value of the shares of Common Stock shall be the Current Market Price per
share of the Common Stock (as determined pursuant to Section 11(d)(i) hereof) on the Flip-In Trigger Date and the per share or
fractional value of any “Common Stock Equivalent” shall be deemed to equal such per share value of the Common Stock.
The Board may, but shall not be required to, establish procedures to allocate the right to receive shares of Common Stock upon
the exercise of the Rights among the holders of Rights pursuant to this Section 11(a)(iii). The Company shall provide the Rights
Agent with prompt, reasonably detailed written notice of any determination under this Section 11(a)(iii).


 


(b)       In case the Company shall fix a record date for the issuance of rights, options or warrants to all holders of shares of
Preferred Stock entitling them to subscribe for or purchase (for a period expiring within forty-five (45) calendar days after such
record date) shares of Preferred Stock (or shares having the same rights, privileges and preferences as the shares of Preferred
Stock (“Equivalent Preferred Stock”)) or securities convertible into Preferred Stock or Equivalent Preferred
Stock at a price per share of Preferred Stock or per share of Equivalent Preferred Stock (or having a conversion price per share,
if a security convertible into Preferred Stock or Equivalent Preferred Stock) less than the Current Market Price per share of Preferred
Stock (as determined pursuant to Section 11(d)(ii) hereof) on such record date, the Purchase Price to be in effect after such record
date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator
of which shall be the number of shares of Preferred Stock and Equivalent Preferred Stock outstanding on such record date, plus
the number of shares of Preferred Stock and Equivalent Preferred Stock which the aggregate offering price of the total number of
shares of Preferred Stock and/or Equivalent Preferred Stock so to be offered (and/or the aggregate initial conversion price of
the convertible securities so to be offered) would purchase at such Current Market Price, and the denominator of which shall be
the number of shares of Preferred Stock and Equivalent Preferred Stock outstanding on such record date, plus the number of additional
shares of Preferred Stock and/or Equivalent Preferred Stock to be offered for subscription or purchase (or into which the convertible
securities so to be offered are initially convertible); 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 by delivery of consideration, part or all of which may
be in a form other than cash, the value of such consideration shall be as determined in good faith by the Board, whose determination
shall be described in a statement filed with the Rights Agent and shall be binding on the Rights Agent and the holders of the Rights.
Shares of Preferred Stock and Equivalent Preferred Stock owned, directly or indirectly, by the Company or any Subsidiary (other
than in a fiduciary capacity) shall not be deemed outstanding for the purpose of any such computation. Such adjustment shall be
made successively whenever such a record date is fixed, and in the event that such rights, options or warrants are not so issued,
the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed.


 






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(c)               
In case the Company shall fix a record date for a distribution to all holders of shares of Preferred Stock (including any such
distribution made in connection with a consolidation or merger in which the Company is the continuing or surviving corporation)
of cash (other than a regular quarterly cash dividend out of the earnings or retained earnings of the Company), assets (other
than a dividend payable in Preferred Stock, but including any dividend payable in stock other than Preferred Stock) or evidences
of indebtedness, or of subscription rights, options 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 Current Market Price per share of Preferred Stock (as determined
pursuant to Section 11(d)(ii) hereof) on such record date, less the fair market value (as determined in good faith by the Board,
whose determination shall be described in a statement filed with the Rights Agent and which shall be conclusive for all purposes)
of the portion of the cash, assets or evidences of indebtedness so to be distributed or of such subscription rights, options or
warrants applicable to a share of Preferred Stock, and the denominator of which shall be such Current Market Price per share of
Preferred Stock (as determined pursuant to Section 11(d)(ii) hereof) on such record date; 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. 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 be adjusted to be the
Purchase Price which would have been in effect if such record date had not been fixed.


 


(d)              
 


 


(i)    Except as otherwise provided herein, for the purpose of any computation hereunder, the “Current Market Price”
per share 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 thirty (30) consecutive Trading Days (as hereinafter
defined) immediately prior to such date; provided, however, that in the event that the Current Market Price per
share 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 (other than the
Rights) or (B) any subdivision, combination, consolidation, reverse stock split or reclassification of such Security, and the
ex-dividend date for such dividend or distribution, or the record date for such subdivision, combination, consolidation, reverse
stock split or reclassification shall not have occurred prior to the commencement of the requisite thirty (30) Trading Day period
as set forth above, then, and in each such case, the Current Market Price shall be properly adjusted to reflect the Current Market
Price per share equivalent of such Security. The closing price for each day shall be the last sale price, regular way, or, in
case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported
by the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the NYSE
or, if the Security is not listed or admitted to trading on the NYSE, as reported in the principal consolidated transaction reporting
system with respect to securities listed on the principal national securities exchange on which the


 



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 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 NYSE
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.
If on any such date the Security is not publicly held or not so listed, traded or quoted, and if no market maker is making a market
in the Security, the “Current Market Price” shall mean the fair value per share of such Security as determined in
good faith by the Board, whose determination shall be described in a statement filed with the Rights Agent and shall be conclusive
for all purposes. 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 Market Price per share of Preferred Stock shall be determined in accordance
with the method set forth in Section 11(d)(i) hereof (other than the penultimate sentence thereof). If the Current Market Price
per share of Preferred Stock cannot be determined in accordance with such method or if the Preferred Stock is not publicly held
or listed, traded or quoted in a manner described in Section 11(d)(i) hereof, the Current Market Price per share of Preferred
Stock shall be conclusively deemed to be an amount equal to the Current Market Price per share of the Common Stock determined
in accordance with Section 11(d)(i) hereof (other than the penultimate sentence thereof), multiplied by the then applicable Adjustment
Number (as defined in and determined in accordance with the Form of Certificate of Amendment, attached hereto as Exhibit A). If
neither the Common Stock nor the Preferred Stock is publicly held or so listed, traded or quoted, the Current Market Price per
share of the Preferred Stock shall mean the fair value per share of Preferred Stock as determined in good faith by the Board,
whose determination shall be described in a statement filed with the Rights Agent and shall be conclusive for all purposes.


 


(e)              
Notwithstanding anything to the contrary contained herein, no adjustment in the Purchase Price shall be required unless such adjustment
would require an increase or decrease of at least one percent (1%) in the Purchase Price; provided, however, that
any adjustments which by reason of this Section 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-thousandths
(1/1,000) of a share of Common Stock or other share or one millionth (1/1,000,000) of a share of Preferred Stock, as the case
may be. Notwithstanding the first sentence of this Section 11(e), any adjustment required by this Section 11 shall be made
no later than the earlier of (i) three (3) years from the date of the transaction which requires such adjustment, and (ii) the
Expiration Date.


 


(f)               
If as a result of an adjustment made pursuant to Section 11(a)(ii) or Section 13(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 Stock, thereafter the
number of


 



     20


     


    

 


 such other shares so receivable upon exercise of any Right and the Purchase Price thereof shall be subject to adjustment
from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Preferred
Stock contained in Sections 11(a), (b), (c), (e), (g), (h), (i), (j), (k), (l) and (m) hereof, as applicable, and the provisions
of Sections 7, 9, 10, 13 and 14 hereof with respect to the Preferred Stock shall apply on like terms to any such other shares.


 


(g)               
All Rights originally issued by the Company subsequent to any adjustment made to the Purchase Price hereunder shall evidence the
right to purchase, at the adjusted Purchase Price, the number of one one-thousandths (1/1,000) of a share of Preferred Stock purchasable
from time to time hereunder upon exercise of the Rights, all subject to further adjustment as provided herein.


 


(h)               
Unless the Company shall have exercised its election as provided in Section 11(i) hereof, upon each adjustment of the Purchase
Price as a result of the calculations made in Sections 11(b) and (c) hereof, each Right outstanding immediately prior to the making
of such adjustment shall thereafter evidence the right to purchase, at the adjusted Purchase Price, that number of one one-thousandths
(1/1,000) of a share of Preferred Stock (calculated to the nearest one millionth (1/1,000,000)) obtained by (i) multiplying (x)
the number of one one-thousandths (1/1,000) of a share covered by a Right immediately prior to this adjustment, by (y) the Purchase
Price in effect immediately prior to such adjustment of the Purchase Price, and (ii) dividing the product so obtained by the Purchase
Price in effect immediately after such adjustment of the Purchase Price.


 


(i)                 
The Company may elect on or after the date of any adjustment of the Purchase Price to adjust the number of Rights, in lieu of
any adjustment in the number of one one-thousandths (1/1,000) of a share of Preferred Stock purchasable upon the exercise of a
Right. Each of the Rights outstanding after such adjustment of the number of Rights shall be exercisable for the number of one
one-thousandths (1/1,000) of a share of Preferred Stock for which a Right was exercisable immediately prior to such adjustment.
Each Right held of record prior to such adjustment of the number of Rights shall become that number of Rights (calculated to the
nearest one-millionth (1/1,000,000)) obtained by dividing the Purchase Price in effect immediately prior to adjustment of the
Purchase Price by the Purchase Price in effect immediately after adjustment of the Purchase Price. The Company shall make a public
announcement (with prompt written notice thereof to the Rights Agent) of its election to adjust the number of Rights, indicating
the record date for the adjustment, and, if known at the time, the amount of the adjustment to be made. This record date may be
the date on which the Purchase Price is adjusted or any day thereafter, but, if the Rights Certificates have been issued, shall
be at least ten (10) days later than the date of the public announcement. If Rights Certificates have been issued, upon each adjustment
of the number of Rights pursuant to this Section 11(i), the Company shall, as promptly as practicable, cause to be distributed
to holders of record of Rights Certificates on such record date Rights Certificates evidencing, subject to Section 14 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 Rights Certificates held by such
holders prior to the date of adjustment, and upon surrender thereof, if required by the Company, new Rights Certificates evidencing
all the Rights to which such holders shall be entitled after such adjustment. Rights Certificates so to be


 



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 distributed shall be
issued, executed and countersigned in the manner provided for herein (and may bear, at the option of the Company, the adjusted
Purchase Price) and shall be registered in the names of the holders of record of Rights Certificates on the record date specified
in the public announcement.


 


(j)                
Irrespective of any adjustment or change in the Purchase Price or the number of one one-thousandths (1/1,000) of a share of Preferred
Stock issuable upon the exercise of the Rights, the Rights Certificates theretofore and thereafter issued may continue to express
the Purchase Price per one one-thousandth (1/1,000) of a share of Preferred Stock which were expressed in the initial Rights Certificates
issued hereunder.


 


(k)              
Before taking any action that would cause an adjustment reducing the Purchase Price below the then stated value, if any, of the
number of one one-thousandths (1/1,000) of a share of Preferred Stock or other shares of capital stock 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 such number of one one-thousandths (1/1,000) of a share
of Preferred Stock or other such shares at such adjusted Purchase Price.


 


(l)                
In any case in which this Section 11 shall require that an adjustment in the Purchase Price be made effective as of a record date
for a specified event, the Company may elect to defer until the occurrence of such event the issuance to the holder of any Right
exercised after such record date the number of one one-thousandths (1/1,000) of a share of Preferred Stock and other capital stock
or securities of the Company, if any, issuable upon such exercise over and above the number of one one-thousandths (1/1,000) of
a share of Preferred Stock and other capital stock or securities of the Company, if any, issuable upon such exercise on the basis
of the 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 (fractional
or otherwise) or securities upon the occurrence of the event requiring such adjustment.


 


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


 


(n)              
The Company covenants and agrees that, after the earlier of the Distribution Date and the Stock Acquisition Date, it will not,
(i) consolidate with any other Person (other than a Subsidiary of the Company in a transaction that complies with Section 11(o)
hereof), (ii) merge with or into any other Person (other than a Subsidiary of the Company in a transaction that complies with
Section 11(o) hereof), or (iii) sell or transfer (or permit any


 



     22


     


    

 


 Subsidiary to sell or transfer), in each case, in one transaction,
or a series of related transactions, assets, cash flow or earning power aggregating more than fifty percent (50%) of the assets
or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company
and/or any of its Subsidiaries in one or more transactions each of which complies with Section 11(o) hereof), if (x) at the time
of or immediately after such consolidation, merger or sale there are any rights, warrants or other instruments or securities outstanding
or agreements in effect that would substantially diminish or otherwise eliminate the benefits intended to be afforded by the Rights
or (y) prior to, simultaneously with or immediately after such consolidation, merger or sale, the shareholders of the Person who
constitutes, or would constitute, the “Principal Party” for purposes of Section 13(a) hereof shall have received a
distribution of Rights previously owned by such Person or any of its Affiliates and Associates.


 


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


 


(p)              
Notwithstanding anything to the contrary contained herein, in the event that the Company shall at any time after the Rights Dividend
Declaration Date and prior to the Distribution Date (i) declare and pay any dividend on the outstanding shares of Common Stock
payable in shares of Common Stock, (ii) subdivide the outstanding shares of Common Stock, or (iii) combine or consolidate the
outstanding shares of Common Stock into a greater or lesser number of shares of Common Stock, then, in each such case, the number
of Rights associated with each share of Common Stock then-outstanding, or issued or delivered thereafter, shall be proportionately
adjusted so that the number of Rights thereafter associated with each share of Common Stock following any such event shall equal
the result obtained by multiplying the number of Rights associated with each share of Common Stock immediately prior to such event
by a fraction, the numerator of which shall be the total number of shares of Common Stock outstanding immediately prior to the
occurrence of the event and the denominator of which shall be the total number of shares of Common Stock outstanding immediately
following the occurrence of such event. The adjustments provided for in this Section 11(p) shall be made successively whenever
such a dividend is declared or paid or such a subdivision or combination is effected. If an event occurs that would require an
adjustment under Section 11(a) hereof and this Section 11(p), the adjustments provided for in this Section 11(p) shall be in addition
and prior to any adjustment required pursuant to Section 11(a) hereof.


 


Section
12.                 Certificate of Adjusted Purchase Price or
Number of Shares. Whenever an adjustment is made or any event occurs affecting the Rights or their exercisability as provided
in Section 11 or Section 13 hereof, the Company shall (a) promptly prepare a certificate setting forth such adjustment or describing
such event, and a brief, reasonably detailed statement of the facts, computations and methodology accounting for such adjustment,
(b) promptly file with the Rights Agent, and with each transfer agent for the Preferred Stock and the Common Stock, a copy of
such certificate and (c) if a Distribution Date has occurred, mail a brief summary thereof to each holder of a Rights Certificate
in accordance with Section 26 hereof (if so required under Section 25 hereof). The Rights Agent shall be fully protected in relying
on any such certificate and on any adjustment or statement therein contained and shall


 



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 have no duty or liability with respect
to, and shall not be deemed to have any knowledge of any such adjustments or any such event unless and until it shall have received
such certificate.


 


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


 


(a)               
In the event that, following the Stock Acquisition Date, directly or indirectly, (i) the Company shall consolidate with, or shall
merge with or into, any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)
hereof), and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (ii) any Person
shall consolidate with, or shall merge with or into, the Company (other than a Subsidiary of the Company in a transaction which
complies with Section 11(o) hereof) and the Company shall be the continuing or surviving corporation of such consolidation or
merger and, in connection with such consolidation or merger, all or part of the outstanding shares of Common Stock shall be changed
into or exchanged for stock or other securities of any other Person (or of the Company) or cash or any other property, or (iii)
the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one or
more transactions, assets, cash flow or earning power aggregating fifty percent (50%) or more of the assets, cash flow or earning
power of the Company and its Subsidiaries (taken as a whole) to any other Person (other than the Company or any Subsidiary of
the Company and a Subsidiary of the Company in one or more transactions, each of which complies with Section 11(o) hereof), then
upon the first occurrence of such event, proper provision shall be made so that: (A) each holder of a Right (other than Rights
which have become null and void pursuant to Section 7(e) hereof) shall thereafter have the right to receive, upon the exercise
thereof at the Purchase Price (as theretofore adjusted in accordance herewith), in accordance with the terms of this Agreement
and in lieu of shares of Preferred Stock or Common Stock of the Company, such number of validly authorized and issued, fully paid,
non-assessable and freely tradeable shares of Common Stock of the Principal Party (as hereinafter defined), not subject to any
liens, encumbrances, rights of first refusal or other adverse claims, as shall equal the result obtained by dividing the Purchase
Price (as theretofore adjusted in accordance herewith) by fifty percent (50%) of the Current Market Price per share of the Common
Stock of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such Section 13 Event;
provided, however, that the Purchase Price (as theretofore adjusted in accordance herewith) and the number of shares
of Common Stock of such Principal Party so receivable upon exercise of a Right shall be subject to further adjustment as appropriate
in accordance with Section 11(f) hereof to reflect any events occurring in respect of the Common Stock of such Principal Party
after the occurrence of such Section 13 Event; (B) such Principal Party shall thereafter be liable for, and shall assume, by virtue
of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; (C) the term “Company”
shall thereafter be deemed to refer to such Principal Party; (D) such Principal Party shall take such steps (including the reservation
of a sufficient number of shares of its Common Stock in accordance with Section 9 hereof) in connection with the consummation
of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as
reasonably may be, in relation to its shares of Common Stock thereafter deliverable upon the exercise of the Rights; and (E) the
provisions of Section 11(a)(ii) hereof shall be of no effect following the first occurrence of any Section 13 Event; provided that, upon the subsequent occurrence of any Section 13 Event or other extraordinary transaction in respect


 



     24


     


    

 


 of such Principal
Party, each holder of a Right shall thereupon be entitled to receive, upon exercise of a Right and payment of the Purchase Price
as provided in this Section 13(a), such cash, shares, rights, warrants and other property which such holder would have been entitled
to receive had such holder, at the time of such transaction, owned the Common Stock of the Principal Party receivable upon the
exercise of a Right pursuant to this Section 13(a), and such Principal Party shall take such steps (including reservation of shares
of stock) as may be necessary to permit the subsequent exercise of the Rights in accordance with the terms hereof for such cash,
shares, rights, warrants and other property.


 


(b)              
“Principal Party” shall mean:


 


(i)    in the case of any transaction described in clause (i) or (ii) of Section 13(a) hereof, (A) the Person that is the issuer of the
securities or other equity interests into which the shares of Common Stock are converted in such merger, consolidation or share
exchange, or, if there is more than one such issuer, the issuer of the shares of Common Stock of which have the highest aggregate
Current Market Price (as determined pursuant to Section 11(d)(i) hereof), or (B) if no securities or other equity interests are
so issued, (x) the Person that is the other constituent party to the merger, consolidation or share exchange, if such Person survives
said merger, consolidation or share exchange, or, if there is more than one such Person, the Person receiving the shares of Common
Stock of which have the highest aggregate Current Market Price (as determined pursuant to Section 11(d)(i) hereof), (y) if the
Person that is the other party to the merger, consolidation or share exchange does not survive the merger, consolidation or share
exchange, the Person that does survive the merger, consolidation or share exchange (including the Company if it survives) or (z)
the Person resulting from the consolidation; and


 


(ii)   in the case of any transaction described in clause (iii) of the first sentence of Section 13(a) hereof, the Person that is the
party receiving the greatest portion of the assets, cash flow or earning power transferred pursuant to such transaction or transactions,
or, if each Person that is a party to such transaction or transactions receives the same portion of the assets, cash flow or earning
power so transferred or if the Person receiving the greatest portion of the assets, cash flow or earning power cannot be determined,
whichever of such Persons that has received assets, cash flow or earning power pursuant to such transaction or transactions, the
Common Stock of which has the highest aggregate Current Market Price (as determined pursuant to Section 11(d)(i) hereof);


 


provided,
however, that in any such case, if the Common Stock of such Person is not at such time and has not been continuously over
the preceding twelve (12) month period registered under Section 12 of the Exchange Act, then (1) if such Person is a direct or
indirect Subsidiary of another Person the Common Stock of which is and has been so registered, the term “Principal Party”
shall refer to such other Person, or (2) if such Person is a Subsidiary, directly or indirectly, of more than one Person, the
Common Stock of all of which is and has been so registered, the term Principal Party shall refer to whichever of such Persons
is the issuer of the Common Stock having the greatest aggregate market value of shares outstanding, or (3) if such Person is owned,
directly


 



     25


     


    

 


 or indirectly, by a joint venture formed by two or more Persons that are not owned, directly or indirectly, by the same
Person, the rules set forth in clauses (1) and (2) above shall apply to each of the owners having an interest in the venture as
if the Person owned by the joint venture was a Subsidiary of both or all of such joint ventures, and the Principal Party in each
such case shall bear the obligations set forth in this Section 13 in the same ratio as its interest in such Person bears to the
total of such interests.


 


(c)               
The Company shall not consummate any Section 13 Event unless (x) the Principal Party shall have a sufficient number of authorized
shares of its Common Stock which have not been issued (or reserved for issuance) to permit the exercise in full of the Rights
in accordance with this Section 13 and (y) prior thereto the Company and such Principal Party involved therein shall have executed
and delivered to the Rights Agent an agreement confirming that the requirements of Sections 13(a) and (b) hereof shall promptly
be performed in accordance with their terms and that such Section 13 Event shall not result in a default by the Principal Party
under this Agreement as the same shall have been assumed by the Principal Party pursuant to Sections 13(a) and (b) hereof; provided that, as soon as practicable after executing such agreement pursuant to this Section 13, the Principal Party will:


 


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


 


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


 


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


 


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


 






     26


     


    

 


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


 


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


 


Section
14.                 Fractional Rights and Fractional Shares.


 


(a)               
The Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p)
hereof, or to distribute Rights Certificates which evidence fractional Rights. In lieu of such fractional Rights, the Company
shall pay to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be
issuable, an amount in cash equal to the same fraction of the current market value of a whole Right. For purposes of this Section
14(a), the current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior
to the date on which such fractional Rights would have been otherwise issuable. The closing price of the Rights for any Trading
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 NYSE or, if the Rights are not listed or admitted to trading on the NYSE, 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 the NYSE 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. 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 shall be used, whose determination shall be
conclusive for all purposes.


 


(b)              
The Company shall not be required to issue fractions of shares of Preferred Stock (other than fractions which are integral multiples
of one one-thousandths (1/1,000) of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which
evidence fractional shares of Preferred Stock (other than fractions which are integral multiples of one one-thousandths (1/1,000)
of a share of Preferred Stock). Interests in fractions of Preferred Stock in integral multiples of one one-thousandths (1/1,000)
of a share of Preferred 


 



     27


     


    

 


Stock may, at the election of the Company, be evidenced by depositary receipts, pursuant to an appropriate
agreement between the Company and a depositary agent selected by it; provided that such agreement shall provide that the
holders of such depositary receipts shall have all the rights, privileges and preferences to which they are entitled as beneficial
owners of the Preferred Stock represented by such depositary receipts. In lieu of fractional shares of Preferred Stock that are
not integral multiples of one one-thousandths (1/1,000) of a share of Preferred Stock, the Company may pay to the registered holders
of Rights Certificates at the time such Rights are exercised as herein provided, an amount in cash equal to the same fraction
of the current market value of one one-thousandth (1/1,000) of a share of Preferred Stock. For purposes of this Section 14(b),
the current market value of one one-thousandth (1/1,000) of a share of Preferred Stock shall be one one-thousandth (1/1,000) of
the closing price per share of Preferred Stock (as determined in accordance with Section 11(d)(ii) hereof) on the Trading Day
immediately prior to the date of such exercise or exchange.


 


(c)               
Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of shares of Common Stock
upon exercise of the Rights or to distribute certificates which evidence fractional shares of Common Stock. In lieu of such fractional
shares of Common Stock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised
as herein provided, an amount in cash equal to the same fraction of the current market value of one (1) share of Common Stock.
For purposes of this Section 14(c), the current market value of one (1) share of Common Stock for which a Right is exercisable
shall be the closing price per share of Common Stock (as determined in accordance with Section 11(d)(i) hereof) on the Trading
Day immediately prior to the date of such exercise.


 


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


 


(e)               
Whenever a payment for fractional Rights or fractional shares is to be made by the Rights Agent under 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/or formulas utilized in calculating such payments, and (ii) provide sufficient monies
to the Rights Agent in the form of fully collected funds to make such payments. The Rights Agent shall be fully protected in relying
upon such a certificate and shall have no duty with respect to, and shall not be deemed to have knowledge of, any payment for
fractional Rights or fractional shares under any section of this Agreement relating to the payment of fractional Rights or fractional
shares unless and until the Rights Agent shall have received such a certificate and sufficient monies.


 


Section
15.                 Rights of Action. All rights of action
in respect of this Agreement, excepting the rights of action given to the Rights Agent under Section 18 hereof, are vested in
the respective registered holders of the Rights Certificates (and, prior to the Distribution Date, the registered holders of the
Common Stock); and any registered holder of any Rights Certificate (or, prior to the Distribution Date, of the Common Stock),
without the consent of the Rights Agent or of the holder of any other Rights Certificate (or, prior to the Distribution Date,
of the Common Stock), may, in such holder’s own behalf and for such holder’s own benefit, enforce,


 



     28


     


    

 


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 Rights Certificate in the manner provided in such Rights Certificate (or, prior
to the Distribution Date, such Common Stock) and in this Agreement. Without limiting the foregoing or any remedies available to
the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for
any breach of this Agreement and shall be entitled to specific performance of the obligations hereunder and injunctive relief
against actual or threatened violations of the obligations hereunder of any Person subject to this Agreement.


 


Section
16.                Agreement of Rights 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 shares of Common Stock;


 


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


 


(c)               
the Company and the Rights Agent may deem and treat the Person in whose name a Rights Certificate (or, prior to the Distribution
Date, the associated Common Stock certificate (or Book Entry shares in respect of Common Stock)) is registered as the absolute
owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Rights Certificate
or the associated Common Stock certificate (or notices provided to holders of Book Entry shares of Common Stock) made by anyone
other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent, subject
to Section 7(e) hereof, shall be required to be affected by any notice to the contrary; and


 


(d)              
notwithstanding anything to the contrary contained herein, neither the Company nor the Rights Agent shall have any liability to
any holder of a Right or other Person as a result of the inability of the Company or the Rights Agent to perform any of its or
their obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree, judgment or
ruling (whether interlocutory or final) issued by a court of competent jurisdiction or by a governmental, regulatory, self-regulatory
or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental
authority, prohibiting or otherwise restraining performance of such obligation; provided, however, that the Company
shall use its best efforts to have any such injunction, order, decree, judgment or ruling lifted or otherwise overturned as soon
as possible.


 


Section
17.                Rights Certificate Holder Not Deemed a Shareholder.
No holder, as such, of any Rights Certificate shall be entitled to vote, receive dividends or other distributions or be deemed
for any purpose the holder of the number of one one-thousandths


 



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(1/1,000) of a share of Preferred Stock or any other securities
of the Company which may at any time be issuable on the exercise or exchange of the Rights represented thereby, nor shall anything
contained herein or in any Rights Certificate be construed to confer upon the holder of any Rights Certificate, as such, any of
the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to
shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings
or other actions affecting shareholders (except as expressly provided in this Agreement), or to receive dividends or subscription
rights, or otherwise, until the Right or Rights evidenced by such Rights Certificate shall have been properly exercised or exchanged
in accordance with the provisions hereof.


 


Section
18.                 Concerning the Rights Agent.


 


(a)               
The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time
to time, on demand of the Rights Agent, its reasonable, out-of-pocket expenses and counsel fees and other disbursements incurred
in the preparation, delivery, negotiation, amendment, administration and execution of this Agreement and the exercise and performance
of its duties hereunder. The Company also agrees to indemnify the Rights Agent (including employees, directors, officers and agents
of 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 which it may become subject, without gross negligence, bad faith or willful misconduct (which gross negligence, bad
faith or willful misconduct must be determined by a final, non-appealable order, judgment, decree or ruling of a court of competent
jurisdiction) for any action taken, suffered or omitted to be taken by the Rights Agent, for anything done 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 in connection herewith. The out-of-pocket costs and expenses incurred
by the Rights Agent in enforcing this right of indemnification shall also be paid by the Company. The provisions of this Section
18 and Section 20 hereof shall survive the exercise or expiration of the Rights, the termination of this Agreement and the resignation,
replacement or removal of the Rights Agent.


 


(b)              
The Rights Agent shall be fully authorized and protected and shall incur no liability for or in respect of any action taken, suffered
or omitted by it in connection with its acceptance and administration of this Agreement and the exercise and performance of its
duties hereunder, in reliance upon any Rights Certificate or certificate for Common Stock or for other securities of the Company
(including in the case of uncertificated securities, by notation in Book Entry accounts reflecting ownership), instrument of assignment
or transfer, power of attorney, endorsement, affidavit, letter, notice, instruction, direction, consent, certificate, statement,
or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged,
by the proper Person or Persons, or otherwise upon the advice of counsel as set forth in Section 20 hereof.


 


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


 






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(a)               
Any Person into which the Rights Agent or any successor Rights Agent may be merged or with which it may be consolidated, or any
Person resulting from any merger or consolidation to which the Rights Agent or any successor Rights Agent shall be a party, or
any Person succeeding to the corporate trust, stock transfer or other shareholder services business of the Rights Agent or any
successor Rights Agent, shall be the successor to the Rights Agent under this Agreement without the execution or filing of any
paper or any further act on the part of any of the parties hereto; but only if such Person would be eligible for appointment as
a successor Rights Agent under the provisions of Section 21 hereof. The purchase of all or substantially all of the Rights Agent’s
assets employed in the performance of transfer agent activities, or a share exchange, shall be deemed a merger or consolidation
for purposes of this Section 19. In case at the time such successor Rights Agent shall succeed to the agency created by this Agreement,
any of the Rights Certificates shall have been countersigned but not delivered, any such successor Rights Agent may adopt the
countersignature of a predecessor Rights Agent and deliver such Rights Certificates so countersigned; and in case at that time
any of the Rights Certificates shall not have been countersigned, any successor Rights Agent may countersign such Rights 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 Rights
Certificates shall have the full force provided in the Rights Certificates and in this Agreement.


 


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


 


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


 


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


 


(b)              
Whenever in the performance of its duties under this Agreement the Rights Agent shall deem it necessary or desirable that any
fact or matter (including the identity of any Acquiring Person and the determination of Current Market Price) be proved or established
by the Company prior to taking or suffering any action hereunder, such fact or matter (unless other evidence in respect thereof
be herein specifically prescribed) may be deemed to be conclusively proved and established by a certificate signed by a person
reasonably believed by the Rights Agent to be any of the Chief Executive Officer, the President, any Executive Vice


 



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President,
any Senior Vice President, the Secretary or any Assistant Secretary of the Company and delivered to the Rights Agent; and such
certificate shall be full authorization and protection to the Rights Agent, and the Rights Agent shall incur no liability to the
Company for or in respect of, for any action taken, suffered or omitted to be taken in the absence of bad faith by it under the
provisions of this Agreement in reliance upon such certificate. The Rights Agent shall have no duty to act without such a certificate
as set forth in this Section 20(b).


 


(c)               
The Rights Agent shall be liable hereunder only for its own gross negligence, bad faith or willful misconduct (which gross negligence,
bad faith or willful misconduct must be determined by a final, non-appealable judgment of a court of competent jurisdiction).
Anything to the contrary notwithstanding, in no event will the Rights Agent be liable for special, punitive, indirect, incidental
or consequential loss or damages of any kind whatsoever (including, without limitation, lost profits), even if the Rights Agent
has been advised of the likelihood of such loss or damages, and regardless of the form of action. Any liability of the Rights
Agent under this Agreement will be limited to the amount of annual fees paid by the Company to the Rights Agent (but not including
reimbursable expenses) during the twelve (12) months immediately preceding the event for which recovery from the Rights Agent
is being sought.


 


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


 


(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 legality or validity
or execution of any Rights Certificate (except its countersignature thereof); nor shall it be responsible for any breach by the
Company of any covenant or failure by the Company to satisfy any condition contained in this Agreement or in any Rights Certificate;
nor shall it be responsible for modification by or order of any court, tribunal, or governmental authority in connection with
the foregoing, or any change in the exercisability of the Rights (including the Rights being cancelled pursuant to Section 3(d)
hereof or becoming null and void pursuant to Section 7(e) hereof) or any adjustment in the terms of the Rights provided for in
Section 11, Section 13 or Section 24 hereof or be liable 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 (except with respect to the exercise of Rights
evidenced by Rights Certificates after receipt of a certificate furnished pursuant to Section 12 hereof, describing such adjustment,
upon which the Rights Agent may rely); nor shall it be responsible for any determination by the Board of the current market value
of any securities; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization
or reservation of any shares of Common Stock, Preferred Stock or other securities to be issued pursuant to this Agreement or any
Rights Certificate or as to whether any shares of Common Stock, Preferred Stock or other securities will, when so issued, be validly
authorized and issued, fully paid and non-assessable.


 


(f)                
The Company agrees that it will perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and
delivered all such further and


 



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other acts, instruments and assurances as may reasonably be required or requested by the Rights
Agent for the carrying out or performing by the Rights Agent of the provisions of this Agreement.


 


(g)               
The Rights Agent is hereby authorized and directed to accept written instructions with respect to the performance of its duties
hereunder and certificates delivered pursuant to any provision hereof from any Person reasonably believed by the Rights Agent
to be the Chief Executive Officer, the President, any Executive Vice President, any Senior Vice President, the Secretary or any
Assistant Secretary of the Company, and to apply to such officers for advice or instructions in connection with its duties under
this Agreement, and such advice or instructions shall provide full authorization and protection to the Rights Agent, and it shall
not be liable for any action taken or suffered to be taken by it in the absence of bad faith in accordance with instructions of
any such officer or for any delay in acting while waiting for those instructions. The Rights Agent shall be fully authorized and
protected in relying upon the most recent written advice or instructions received by any such officer. Any application by the
Rights Agent for written instructions from the Company may, at the option of the Rights Agent, set forth in writing any action
proposed to be taken or omitted by the Rights Agent under this Agreement and the date on and/or after which such action shall
be taken or such omission shall be effective. The Rights Agent shall not be liable for any action taken by, or omission of, the
Rights Agent in accordance with a proposal included in any such application on or after the date specified in such application
(which date shall not be less than three (3) Business Days after the date any officer of the Company actually receives such application
unless any such officer shall have consented in writing to an earlier date) unless, prior to taking any such action (or the effective
date in the case of an omission), the Rights Agent shall have received written instructions in response to such application specifying
the action to be taken or omitted.


 


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


 


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


 


(j)                
No provision of this Agreement shall require the Rights Agent to expend or risk its own funds or otherwise incur any financial
liability in the performance of any of its duties hereunder (other than internal costs incurred by the Rights Agent in providing


 



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services to the Company in the ordinary course of its business as Rights Agent) or in the exercise of its rights if there shall
be reasonable grounds for believing that repayment of such funds or adequate indemnification against such risk or liability is
not reasonably assured to it.


 


(k)               
If, with respect to any Rights Certificate surrendered to the Rights Agent for exercise or transfer, the certificate attached
to the form of assignment or form of election to purchase set forth on the reverse thereof, 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 that
the Rights Agent shall not be liable for any delays arising from its duties under this Section 20(k).


 


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


 


(m)             
The Rights Agent shall not be required to take notice or be deemed to have notice of any event or condition hereunder, including
any event or condition that may require action by the Rights Agent, unless the Rights Agent shall be specifically notified in
writing of such event or condition by the Company, 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.


 


(n)               
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 any duty or responsibility to initiate or attempt to initiate
any proceedings at law or otherwise or to make any demand upon the Company.


 


Section
21.                 Change of Rights Agent. The Rights Agent
or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon thirty (30) days’ notice
in writing mailed to the Company, and to each transfer agent of the Common Stock and Preferred Stock known to the Rights Agent
(to the extent the Rights Agent is not acting in such capacities), by first-class mail. In the event the transfer agency relationship
in effect between the Company and the Rights Agent terminates, the Rights Agent will be deemed to have resigned automatically
and be discharged from its duties under this Agreement as of the effective date of such termination. The Company may, in its sole
discretion, remove the Rights Agent or any successor Rights Agent upon thirty (30) days’ notice in writing, mailed to the
Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and Preferred Stock,
by registered or certified mail, and, if such removal occurs after the Distribution Date, to the holders of the Rights Certificates
by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company
shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of thirty (30)
days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning
or incapacitated Rights Agent or by the holder of a Rights Certificate (who shall, with such notice, submit his or her Rights
Certificate for inspection by the Company), then the incumbent Rights Agent or any registered


 



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holder of any Rights Certificate
may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether
appointed by the Company or by such a court, shall be (a) a legal business entity organized and doing business under the laws
of the United States of America or of any state of the United States of America or the District of Columbia, in good standing,
which is authorized under such laws to exercise corporate trust, stock transfer or shareholder services powers and which has,
along with its Affiliates, at the time of its appointment as Rights Agent a combined capital and surplus of at least fifty million
dollars ($50,000,000) or (b) an Affiliate of a Person described in clause (a) of this sentence. After appointment, the successor
Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights
Agent without further act or deed; 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; and, except as the context herein otherwise requires, such successor Rights Agent
shall be deemed to be the “Rights Agent” for all purposes of this Agreement. Not later than the effective date of
any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent
of the Common Stock and the Preferred Stock, and, if such appointment occurs after the Distribution Date, mail a notice thereof
in writing to the registered holders of the Rights Certificates. Failure to give any notice provided for in this Section 21, 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 Rights Certificates.
Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary, the Company may, at its option, issue
new Rights Certificates evidencing Rights in such form as may be approved by the Board to reflect any adjustment or change in
the Purchase Price and the number or kind or class of shares or other securities or property purchasable under the Rights Certificates
made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common
Stock following the Distribution Date and prior to the redemption, exchange or expiration of the Rights, the Company (a) may,
with respect to shares of Common Stock so issued or sold pursuant to the exercise of stock options or under any employee plan
or arrangement, granted or awarded as of the Distribution Date, or upon the exercise, conversion or exchange of securities, notes
or debentures issued by the Company after the date hereof (except as may otherwise be provided in the instrument(s) governing
such securities), and (b) may, in any other case, if deemed necessary or appropriate by the Board, issue Rights Certificates representing
the appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no such Rights
Certificate shall be issued if, and to the extent that, the Company shall be advised by counsel that such issuance would create
a significant risk of material adverse tax consequences to the Company or the Person to whom such Rights Certificate would be
issued, and (ii) no such Rights Certificate shall be issued if, and to the extent that, appropriate adjustment shall otherwise
have been made in lieu of the issuance thereof.


 


Section
23.                 Redemption and Termination.


 






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(a)               
The Board may, at its option, at any time prior to the earlier of (i) the Close of Business on the tenth (10th) Business Day following
the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the Close of Business
on the tenth (10th) Business Day following the Record Date), and (ii) the Final Expiration Date, redeem all but not less than
all of the then-outstanding Rights at a redemption price of $0.001 per Right, as such amount may be appropriately adjusted to
reflect any stock split, stock dividend or similar transaction occurring in respect of the Common Stock after the date hereof
(such redemption price being hereinafter referred to as the “Redemption Price”). The redemption of the Rights
may be made effective at such time, on such basis and with such conditions as the Board in its sole discretion may establish.
The Redemption Price shall be payable, at the option of the Company, in cash, shares of Common Stock (based on the Current Market
Price per share of Common Stock (as determined pursuant to Section 11(d)(i) hereof) at the time of redemption) or such other form
of consideration as the Board shall determine. Notwithstanding anything to the contrary contained herein, the Rights shall not
be exercisable after the first occurrence of a Flip-In Event until such time as the Company’s right of redemption hereunder
has expired.


 


(b)              
Immediately upon the action of the Board ordering the redemption of the Rights, evidence of which shall have been filed with the
Rights Agent (or, if the resolution of the Board electing to redeem the Rights states that the redemption will not be effective
until the occurrence of a specified future time or event, upon the occurrence of such future time or event), and without any further
action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of
Rights shall be to receive the Redemption Price for each Right so held. Promptly after the action of the Board ordering the redemption
of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then-outstanding Rights
by mailing such notice to all such holders in accordance with Section 26 hereof; provided, however, that the failure
to give, or any defect in, any such notice shall not affect the validity of such redemption. Each such notice of redemption shall
state the method by which the payment of the Redemption Price will be made.


 


(c)               
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 and Section 24 and other than in connection with the purchase
or repurchase by any of them of Common Stock prior to the Distribution Date.


 


Section
24.                 Exchange.


 


(a)               
The Board may, at its option, at any time after any Person becomes an Acquiring Person, exchange all or part of the then-outstanding
and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 7(e)
hereof) for shares of Common Stock at an exchange ratio of one share of Common Stock per Right, appropriately adjusted to reflect
any stock split, stock dividend or similar transaction occurring in respect of the Common Stock after the date hereof (such exchange
ratio being hereinafter referred to as the “Exchange Ratio”). Notwithstanding the foregoing, the Board shall
not be empowered to effect such exchange at any time after (i) any Person (other than an Exempt Person), together with all Affiliates
and Associates of such Person, becomes the Beneficial Owner of fifty percent (50%) or more of the shares of the Common Stock then-outstanding
or (ii) the occurrence of a Section 13 Event. From and after the occurrence of a Section 13 Event, any


 



     36


     


    

 


 Rights that theretofore
have not been exchanged pursuant to this Section 24(a) shall thereafter be exercisable only in accordance with Section 13 and
may not be exchanged pursuant to this Section 24(a). The exchange of the Rights by the Board may be made effective at such time,
on such basis and with such conditions as the Board in its sole discretion may establish. Prior to effecting an exchange pursuant
to this Section 24, the Board may direct the Company to enter into a Trust Agreement in such form and with such terms as the Board
shall then approve (the “Trust Agreement”). If the Board so directs, the Company shall enter into the Trust
Agreement and shall issue to the trust created by such agreement (the “Trust”) all of the shares of Common
Stock issuable pursuant to the exchange, and all Persons entitled to receive such shares pursuant to the exchange shall be entitled
to receive such shares (and any dividends or other distributions made thereon after the date on which such shares are deposited
in the Trust) only from the Trust and solely upon compliance with the relevant terms and provisions of the Trust Agreement.


 


(b)              
Immediately upon the action of the Board ordering the exchange of any Rights pursuant to subsection (a) of this Section 24 and
without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter
of a holder of such Rights shall be to receive that number of shares of Common Stock equal to the number of such Rights held by
such holder multiplied by the Exchange Ratio. The Company shall promptly give written notice to the Rights Agent and 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
in accordance with Section 26 hereof. Each such notice of exchange will state the method by which the exchange of the shares of
the Common Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged.
Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become null and void
pursuant to the provisions of Section 7(e) hereof) held by each holder of Rights.


 


(c)               
Following the action of the Board ordering the exchange of any Rights pursuant to subsection (a) of this Section 24, the Company
may implement such procedures in its sole discretion as it deems appropriate for the purpose of ensuring that the Common Stock
(or such other consideration) issuable upon an exchange pursuant to this Section 24 not be received by holders of Rights that
have become null and void pursuant to Section 7(e) hereof. In furtherance thereof, if so directed by the Company, shares of Common
Stock (or other consideration) potentially issuable to holders of Rights upon an exchange pursuant to this Section 24, who have
not verified to the satisfaction of the Company, in its sole discretion, that they are not an Acquiring Person (or Affiliate or
Associate of an Acquiring Person with or through whom such Acquiring Person beneficially owns any Rights), may be deposited in
a trust established by the Company pending receipt of appropriate verification. To the extent that such trust is established,
holders of Rights entitled to receive such shares of Common Stock (or other consideration) pursuant to an exchange pursuant to
this Section 24 who have not previously received such shares of Common Stock (or other consideration) shall be entitled to receive
such shares of Common Stock (or other consideration) (and any dividends paid or other distributions made thereon after the date
on which such shares of Common Stock (or other consideration) are deposited in the trust) only from the trust and solely upon
compliance with the relevant terms and provisions of the applicable trust agreement.


 






     37


     


    

 


(d)              
In any exchange pursuant to this Section 24, the Company, at its option, may substitute Preferred Stock (or Equivalent Preferred
Stock, as such term is defined in Section 11(b) hereof) for Common Stock exchangeable for Rights, at the initial rate of one one-thousandth
(1/1,000) of a share of Preferred Stock (or Equivalent Preferred Stock) for each share of Common Stock, as appropriately adjusted
to reflect stock splits, stock dividends and other similar transactions after the date hereof.


 


(e)               
In the event that there shall not be sufficient shares of Common Stock, Preferred Stock or Equivalent Preferred Stock issued but
not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 24,
the Company shall take all such action as may be necessary to authorize additional shares of Common Stock, Preferred Stock or
Equivalent Preferred Stock for issuance upon exchange of the Rights.


 


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


 


Section
25.                 Notice of Certain Events.


 


(a)               
In case the Company shall, at any time after the earlier of the Distribution Date and the Stock Acquisition Date, propose, (i)
to pay any dividend payable in stock of any class to the holders of its Preferred Stock or to make any other distribution to the
holders of Preferred Stock (other than a regular quarterly cash dividend out of earnings or retained earnings of the Company),
(ii) to offer to the holders of Preferred Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred
Stock or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its
Preferred Stock (other than a reclassification involving only the subdivision or combination of outstanding shares of Preferred
Stock), (iv) to effect any consolidation or merger into or with any other Person (other than a Subsidiary of the Company in a
transaction which complies with Section 11(o) hereof) or to effect any sale or other transfer (or to permit one or more of its
Subsidiaries to effect any sale or other transfer), in one transaction or a series of related transactions, of more than fifty
percent (50%) of the assets, cash flow or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person
or Persons (other than the Company and/or any of its Subsidiaries in one or more transactions each of which complies with Section
11(o) hereof), (v) to effect the liquidation, dissolution or winding-up of the Company or (vi) to pay any dividend on the Common
Stock payable in Common Stock or to effect a subdivision, combination or consolidation of the Common Stock (by reclassification
or otherwise than by payment of dividends in Common Stock), then, in each such case, the Company shall give to the Rights Agent
and, to the extent feasible, each holder of a Rights Certificate, in accordance with Section 26 hereof, a reasonably detailed
notice of such proposed action, which


 



     38


     


    

 


shall specify the record date for the purposes of such stock dividend, distribution of rights
or warrants, or the date on which such reclassification, consolidation, combination, subdivision, merger, sale, share exchange,
transfer, liquidation, dissolution, or winding-up is to take place and the date of participation therein by the holders of the
shares of Common Stock and/or Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case
of any action covered by clause (i) or (ii) above at least twenty (20) days prior to the record date for determining holders of
the shares of Preferred Stock for purposes of such action, and in the case of any such other action, at least twenty (20) days
prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Common
Stock and/or Preferred Stock, whichever shall be the earlier.


 


(b)              
In the event that any Flip-In Event or Section 13 Event shall occur, the Company shall as soon as practicable thereafter give
to the Rights Agent and each holder of a Rights Certificate, to the extent feasible and in accordance with Section 26 hereof,
a notice of the occurrence of such event, which shall specify the event and the consequences of such event to holders of Rights
under Section 11(a)(ii) and Section 13 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 Rights Certificate to or on the Company 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, properly addressed (until another address is filed in writing with the Rights Agent by the Company) as
follows:


 


Foot
Locker, Inc.

330 West 34th Street

New York, New York 10001

Attention: Sheilagh M. Clarke
                   Senior
Vice President,


                  General Counsel and Secretary


 


Subject
to the provisions of Section 21, any notice or demand authorized by this Agreement to be given or made by the Company or by the
holder of any Rights Certificate to or on the Rights Agent 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, properly addressed (until another address
is filed in writing by the Rights Agent with 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 Rights Certificate
(or, if prior to the Distribution Date, to the holder of shares of Common Stock) shall be sufficiently given or made if sent by
first-class mail, or overnight delivery services, postage prepaid, addressed to such holder at the address of such holder as shown
on the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for
the Common Stock. Any


 



     39


     


    

 


notice that is mailed in the manner herein provided shall be deemed given, whether or not the holder receives
the notice. Notwithstanding anything in this Agreement to the contrary, prior to the Distribution Date, a filing by the Company
with the Securities and Exchange Commission shall constitute sufficient notice to the holders of securities of the Company, including
the Rights, for all purposes of this Agreement and no other notice need be given.


 


Section
27.              Supplements and Amendments. Except as
provided in the penultimate sentence of this Section 27, for so long as the Rights are then redeemable, the Company may, in its
sole and absolute discretion, and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this
Agreement in any respect without the approval of any holders of the Rights. At any time when the Rights are no longer redeemable,
except as provided in the penultimate sentence of this Section 27, the Company may, and the Rights Agent shall, if the Company
so directs, supplement or amend this Agreement without the approval of any holders of Rights Certificates, including to shorten
or lengthen any time period hereunder; provided that no such supplement or amendment may (a) adversely affect the interests
of the holders of Rights as such (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person with or through
whom such Acquiring Person beneficially owns any Rights), (b) cause this Agreement again to become amendable other than in accordance
with this sentence or (c) cause the Rights again to become redeemable. Notwithstanding anything to the contrary contained herein,
no supplement or amendment shall be made which changes the Redemption Price. Upon the delivery of a certificate from an appropriate
officer of the Company and, if requested by the Rights Agent, an opinion of counsel (which may be internal counsel) that states
that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such
supplement or amendment. Notwithstanding anything in this Agreement to the contrary, the Rights Agent shall not be required to
execute any amendment or supplement to this Agreement that it has determined would adversely affect its own rights, duties, obligations
or immunities under this Agreement. No supplement or amendment to this Agreement shall be effective unless duly executed by the
Rights Agent.


 


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


 


Section
29.              Determinations and Actions by the Board,
etc. For all purposes of this Agreement, any calculation of the number of shares of Common Stock or any other class of capital
stock outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding
shares of Common Stock of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule
13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act. The Board shall have the exclusive power and authority
to administer this Agreement and to exercise all rights and powers specifically granted to the Board or to the Company, or as
may be necessary or advisable in the administration of this Agreement, including the right and power to (i) interpret the provisions
of this Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including
a determination to redeem or not redeem the Rights or to amend or not to amend this Agreement). Without limiting the rights of
the Rights Agent under this Agreement, all such actions, calculations, interpretations and determinations (including for purposes
of clause (y) below, all omissions with respect to the foregoing) which


 



     40


     


    

 


are done or made by the Board in good faith, shall (x)
be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other Persons, and (y) not
subject the Board, or any of the directors on the Board to any liability to the holders of the Rights. The Rights Agent is entitled
always to assume the Board acted in good faith and shall be fully protected and incur no liability in reliance thereon.


 


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


 


Section
31.              Severability. If any term, provision,
covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void
or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force
and effect and shall in no way be affected, impaired or invalidated; provided, however, that, notwithstanding anything
to the contrary contained herein, if any such term, provision, covenant or restriction is held by such court or authority to be
invalid, void or unenforceable and the Board determines in its good faith judgment that severing the invalid language from this
Agreement would adversely affect the purpose or effect of this Agreement, the right of redemption set forth in Section 23 hereof
shall be reinstated and shall not expire until the Close of Business on the tenth (10th) Business Day following the date of such
determination by the Board. Without limiting the foregoing, if any provision requiring a specific group of directors of the Company
to act is held by any court of competent jurisdiction or other authority to be invalid, void or unenforceable, such determination
shall then be made by the Board in accordance with applicable law and the Company’s Certificate of Incorporation and the
Company’s By-Laws, as such may be amended, supplemented or corrected from time to time. Furthermore, if such excluded provision
shall affect the rights, immunities, liabilities, duties or obligations of the Rights Agent, the Rights Agent shall be entitled
to resign immediately upon written notice to the Company.


 


Section
32.              Governing Law. This Agreement, each Right
and each Rights Certificate issued hereunder, and all claims or causes of action (whether in contract or in tort or otherwise,
or whether at law (including at common law or by statute) or in equity) that may be based on, arise out of or relate to this Agreement,
each Right, each Rights Certificate issued hereunder, or the negotiation, execution, performance or subject matter of this Agreement,
shall be governed by and construed in accordance with the domestic laws of the State of New York without giving effect to any
choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the
application of the laws of any jurisdiction other than the State of New York.


 


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


 



     41


     


    

 


this Agreement transmitted electronically shall have
the same authority, effect and enforceability as an original signature.


 


Section
34.              Interpretation. Descriptive headings
of the several sections of this Agreement are inserted for convenience only and shall not control or affect the meaning or construction
of any of the provisions hereof. The words “hereof,” “herein” and “herewith” and words of
similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision
of this Agreement, and clause, section, subsection, paragraph and exhibit references are to the clauses, sections, subsections,
paragraphs and exhibits of this Agreement unless otherwise specified. Unless otherwise indicated, the words “include,”
“includes” and “including,” and words or phrases of similar import, when used herein, are deemed in each
case to be followed by the words “without limitation.” The meaning assigned to each term defined herein shall be equally
applicable to both the singular and the plural forms of such term, and words denoting any gender shall include all genders. Where
a word or phrase is defined herein, unless the context otherwise requires, each of its other grammatical forms shall have a corresponding
meaning.


 


Section
35.              Force Majeure. Notwithstanding anything
to the contrary contained herein, the Rights Agent shall not be liable for any delays or failures in performance resulting from
acts beyond its reasonable control, including, without limitation, acts of God, terrorist acts, epidemics, pandemics, 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,
war or civil unrest.


 


[Signature
Page Follows]


 






     42


     


    

 





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


 


	Attest:	 	FOOT LOCKER, INC.	 
	 	 	 	 
	By	/s/
Sheilagh M. Clarke	 	By	 /s/ Richard A. Johnson	 
	 	Name: 	Sheilagh M. Clarke	 	 	Name: 	Richard A. Johnson	 
	 	Title:   	Senior Vice President, General Counsel and Secretary
	 	 	Title:  	Chairman of the Board, President and Chief Executive
Officer	 
	 	 	  	 
	Attest:	 	COMPUTERSHARE
TRUST COMPANY N.A., 

        as
Rights Agent 
	 
	 	 	 	 
	By	 	 	By	 	 
	 	Name:	 	 	Name:	 
	 	Title:	 	 	Title:	 


 


[Signature Page to the Rights Agreement]



 




     


     


    







 








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


 


	Attest:	 	FOOT LOCKER, INC.	 
	 	 	 	 
	By	 	 	By	 	 
	 	Name:	 	 	Name:	 
	 	Title:   	 	 	Title:	 
	 	 	 	 
	Attest:	 	COMPUTERSHARE
                    TRUST COMPANY N.A., 

        as
        Rights Agent 
	 
	 	 	 	 
	By	/s/ Rachel
Fisher 	 	By	 /s/ Dennis V. Moccia	 
	 	Name: 	Rachel Fisher 	 	 	Name: 	Dennis V. Moccia	 
	 	Title:  	Sr Contract Negotiation Specialist	 	 	Title:  	Senior Manager, Contract Operations	 


 


[Signature Page to the Rights Agreement]



 






     


     


    

 



 


Exhibit
A


 


FORM
OF


 


CERTIFICATE
OF AMENDMENT


 


of
the


 


CERTIFICATE
OF INCORPORATION


 


of


 


FOOT
LOCKER, INC.


 


Under
Section 805 of the Business Corporation Law


 


We,
the undersigned, Richard A. Johnson and Sheilagh M. Clarke, being respectively, the Chairman of the Board, President and Chief
Executive Officer and the Senior Vice President, General Counsel and Secretary of Foot Locker, Inc., a corporation organized under
the laws of the State of New York (the “Corporation”), do hereby state and certify that:


 


1.             The
name of the Corporation is Foot Locker, Inc.


 


2.             The
Certificate of Incorporation of the corporation was filed by the Department of State on April 7, 1989 under the name Woolworth
Corporation.


 


3.             In
accordance with the authority contained in Article FOURTH of the Certificate of Incorporation, the Certificate of Incorporation
is hereby amended, as authorized by Section 801 of the Business Corporation Law of the State of New York, to provide for the issuance
of shares of Preferred Stock, par value $1.00 per share, of the Corporation in a new series designated as Series C Junior Participating
Preferred Stock, establish the number of shares to be included in such series, and fix the designation, relative rights, preferences
and limitations of a such series. To effect such amendment, Article FOURTH of the Certificate of Incorporation is hereby amended
by adding the following provision to the end thereof:


 


***


 


F.             There
is hereby established a series of the Corporation’s authorized shares of Preferred Stock of the par value of $1.00 each,
and the authorized number of shares of that series, the designation, relative rights, preferences, and limitations thereof are
as follows:


 


1.             Designation
and Amount. The shares of such series shall be designated as “Series C Junior Participating Preferred Stock” and
the number of shares constituting such series shall be five-hundred thousand (500,000). Such number of shares may be increased
or decreased by resolution of the Board of Directors; provided, however, that no decrease shall reduce the number
of shares of Series C Junior Participating 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 exercise of any
options, rights or


 






    A-1 


     


    

 


warrants issuable upon conversion of any outstanding securities issued by the Corporation convertible into
the Series C Junior Participating Preferred Stock.


 


2.             Dividends
and Distributions.


 


a.             Subject
to the prior and superior rights of the holders of any shares of any series of Preferred Stock (or other similar stock) ranking
prior and superior to the shares of Series C Junior Participating Preferred Stock with respect to dividends, the holders of shares
of Series C Junior Participating Preferred Stock, in preference to the holders of Common Stock, and of any other junior stock,
shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose,
quarterly dividends payable in cash on the first (1st) day of February, May, August and November 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 C Junior Participating Preferred Stock, in an
amount per share (rounded to the nearest cent) equal to the greater of (a) one dollar ($1.00) or (b) subject to the provision
for adjustment hereinafter set forth, one thousand (1000) times the aggregate per share amount of all cash dividends, and one
thousand (1000) times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other
than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification
or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date, or, with respect
to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series C Junior
Participating Preferred Stock. In the event the Corporation shall at any time after December 7, 2020 (the “Rights Dividend
Declaration Date”) (i) declare and pay any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide
the outstanding Common Stock, or (iii) combine or consolidate the outstanding Common Stock into a smaller number of shares, then
in each such case the amount to which holders of shares of Series C Junior Participating Preferred Stock were entitled immediately
prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the
numerator of which shall be the total number of shares of Common Stock outstanding immediately prior to the occurrence of such
event and the denominator of which shall be the total number of shares of Common Stock that were outstanding immediately following
the occurrence of such event.


 


b.             The
Corporation shall declare a dividend or distribution on the Series C Junior Participating Preferred Stock as provided in Paragraph
(a) of this Subsection 2 immediately after it declares a dividend or distribution on the Common Stock (other than a dividend payable
in shares of Common Stock); provided that, in the event no dividend or distribution shall have been declared on the Common
Stock during the period between any Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date, a
dividend of one dollar ($1.00) per share on the Series C Junior Participating Preferred Stock shall nevertheless be payable on
such subsequent Quarterly Dividend Payment Date (the actual payment, however, may be deferred if prohibited under any debt instruments).


 


c.             Dividends
shall begin to accrue and be cumulative on outstanding shares of Series C Junior Participating Preferred Stock from the Quarterly
Dividend Payment Date next preceding the date of issue of such shares of Series C Junior Participating Preferred Stock, unless


 






    A-2 


     


    

 


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 C Junior Participating Preferred
Stock entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such
dividends shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall
not bear interest. Dividends paid on the shares of Series C Junior Participating Preferred Stock in an amount less than the total
amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis
among all such shares at the time outstanding. The Board of Directors may fix a record date for the determination of holders of
shares of Series C Junior Participating Preferred Stock entitled to receive payment of a dividend or distribution declared thereon,
which record date shall be no more than thirty (30) days prior to the date fixed for the payment thereof.


 


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


 


a.           Subject
to the provision for adjustment hereinafter set forth, each share of Series C Junior Participating Preferred Stock shall entitle
the holder thereof to one thousand (1000) votes on all matters submitted to a vote of the shareholders of the Corporation. In
the event the Corporation shall at any time after the Rights Dividend Declaration Date (i) declare any dividend on Common Stock
payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine or consolidate the outstanding
Common Stock into a smaller number of shares, then in each such case the number of votes per share to which holders of shares
of Series C Junior Participating 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 this Certificate of Incorporation or by law, the holders of shares of Series C Junior Participating Preferred
Stock and the holders of shares of Common Stock and any other capital stock of the Corporation having general voting rights shall
vote together as one class on all matters submitted to a vote of shareholders of the Corporation.


 


c.


 


(i)        If
at any time dividends on any Series C Junior Participating Preferred Stock shall be in arrears in an amount equal to six (6) quarterly
dividends thereon, the occurrence of such contingency shall mark the beginning of a period (herein called a “default
period”) which shall extend until such time when all accrued and unpaid dividends for all previous quarterly dividend
periods and for the current quarterly dividend period on all shares of Series C Junior Participating Preferred Stock then outstanding
shall have been declared and paid or set apart for payment. During each default period, all holders of Preferred Stock (including
holders of the Series C Junior


 






    A-3 


     


    

 


Participating Preferred Stock) with dividends in arrears in an amount equal to six (6) quarterly
dividends thereon, voting as a class, irrespective of series, shall have the right to elect two (2) directors.


 


(ii)      During
any default period, such voting right of the holders of Series C Junior Participating Preferred Stock may be exercised initially
at a special meeting called pursuant to Paragraph (c)(iii) of this Subsection 2 or at any annual meeting of shareholders, and
thereafter at annual meetings of shareholders; provided that such voting right shall not be exercised unless the holders
of a majority of the number of shares of Preferred Stock outstanding shall be present in person or by proxy. The absence of a
quorum of the holders of Common Stock shall not affect the exercise by the holders of Preferred Stock of such voting right. At
any meeting at which the holders of Preferred Stock shall exercise such voting right initially during an existing default period,
they shall have the right, voting as a class, to elect directors to fill such vacancies, if any, in the Board of Directors as
may then exist up to two (2) directors or, if such right is exercised at an annual meeting, to elect two (2) directors. After
the holders of the Preferred Stock shall have exercised their right to elect directors in any default period and during the continuance
of such period, the number of directors shall not be increased or decreased except by vote of the holders of Preferred Stock as
herein provided or pursuant to the rights of any equity securities ranking senior to or pari passu with the Series C Junior
Participating Preferred Stock.


 


(iii)     Unless
the holders of Preferred Stock shall, during an existing default period, have previously exercised their right to elect directors,
the Board of Directors may order, or any shareholder or shareholders owning in the aggregate not less than ten percent (10%) of
the total number of shares of Preferred Stock outstanding, irrespective of series, may request, the calling of a special meeting
of the holders of Preferred Stock, which meeting shall thereupon be called by the Chief Executive Officer or the Secretary of
the Corporation. Notice of such meeting and of any annual meeting at which holders of Preferred Stock are entitled to vote pursuant
to this Paragraph (c)(iii) shall be given to each holder of record of Preferred Stock by mailing a copy of such notice to him
at his last address as the same appears on the books of the Corporation. Such meeting shall be called for a time not earlier than
ten (10) days and not later than sixty (60) days after such order or request or in default of the calling of such meeting within
sixty (60) days after such order or request, such meeting may be called on similar notice by any shareholder or shareholders owning
in the aggregate not less than ten percent (10%) of the total number of shares of Preferred Stock outstanding. Notwithstanding
the provisions of this Paragraph (c)(iii), no such special meeting shall be called during the period within sixty (60) days immediately
preceding the date fixed for the next annual meeting of the shareholders.


 


(iv)     In
any default period, the holders of Common Stock, and other classes of stock of the Corporation, if applicable, shall continue
to be entitled to elect the whole number of directors until the holders of Preferred Stock shall have exercised their right to
elect two (2) directors voting as a class, after the exercise of which right (x) the directors so elected by the holders of Preferred
Stock shall continue in office until their successors shall have been elected by such holders or until the expiration of the default


 






    A-4 


     


    

 


period, and (y) any vacancy in the Board of Directors may (except as provided in Paragraph (c)(iii) of this Subsection 2) be filled
by vote of a majority of the remaining directors theretofore elected by the holders of the class of stock which elected the director
whose office shall have become vacant. References in this Paragraph (c) of Subsection 2 to directors elected by the holders of
a particular class of stock shall include directors elected by such directors to fill vacancies as provided in clause (y) of the
foregoing sentence.


 


(v)      Immediately
upon the expiration of a default period, (x) the right of the holders of Preferred Stock as a class to elect directors shall cease,
(y) the term of any directors elected by the holders of Preferred Stock as a class shall terminate, and (z) the number of directors
shall be such number as may be provided for in this Certificate of Incorporation or the By-laws, irrespective of any increase
made pursuant to the provisions of Paragraph (c)(iii) of this Subsection 2 (such number being subject, however, to change thereafter
in any manner provided by law or in this Certificate of Incorporation or the By-laws).


 


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


 


4.           Certain
Restrictions.


 


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


 


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


 


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


 


(iii)     redeem
or purchase or otherwise acquire for consideration shares of any stock ranking on a parity (either as to dividends or upon liquidation,
dissolution or winding up) with the Series C Junior Participating Preferred Stock; provided that the Corporation may at
any time redeem, purchase or otherwise acquire shares of any such parity stock in exchange for shares of any stock of the Corporation
ranking junior (either


 






    A-5 


     


    

 


as to dividends or upon dissolution, liquidation or winding up) to the Series C Junior Participating Preferred
Stock; or


 


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


 


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


 


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


 


6.           Liquidation,
Dissolution or Winding Up.


 


a.           Upon
any liquidation, dissolution or winding up of the Corporation, voluntary or otherwise, no distribution shall be made to the holders
of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series C Junior
Participating Preferred Stock unless, prior thereto, the holders of shares of Series C Junior Participating Preferred Stock shall
have received an amount per share (the “Series C Liquidation Preference”) equal to the greater of (i) one thousand
dollars ($1,000.00) plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to
the date of such payment or (ii) the Adjustment Number times the per share amount of all cash and other property to be distributed
in respect of the Common Stock upon such liquidation, dissolution or winding up of the Corporation. The “Adjustment Number”
shall initially be one thousand (1,000). In the event the Corporation shall at any time after the Rights Dividend Declaration
Date (i) declare and pay any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common
Stock or (iii) combine or consolidate the outstanding Common Stock into a smaller number of shares, then in each such case the
Adjustment Number in effect immediately prior to such event shall be adjusted by multiplying such Adjustment Number by a fraction
the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of
which is the number of shares of Common Stock that were outstanding immediately prior to such event. Following the payment of
the full amount of the Series C Liquidation Preference in respect of all outstanding shares of Series C Junior Participating Preferred
Stock, holders of Series C Junior Participating Preferred


 






    A-6 


     


    

 


Stock and holders of shares of Common Stock shall, subject to the prior
rights of all other series of Preferred Stock, if any, ranking prior thereto, receive their ratable and proportionate share of
the remaining assets to be distributed in the ratio of the Adjustment Number to one (1) with respect to such Preferred Stock and
Common Stock, on a per share basis, respectively.


 


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


 


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


 


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


 


8.             No
Redemption. The shares of Series C Junior Participating Preferred Stock shall not be redeemable.


 


9.             Ranking.
The Series C Junior Participating Preferred Stock shall rank junior to all other series of the Corporation’s Preferred Stock
as to the payment of dividends and the distribution of assets, unless the terms of any such series shall provide otherwise, and
shall rank senior to the Common Stock as to such matters.


 


10.           Amendment.
At any time when any shares of Series C Junior Participating Preferred Stock are outstanding, this Certificate Incorporation shall
not amended in any manner which would materially alter or change the powers, preferences or special rights of the Series C Junior
Participating Preferred Stock so as to affect them adversely without the affirmative vote of the holders of a majority or more
of the outstanding shares of Series C Junior Participating Preferred Stock, voting separately as a class.


 


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


 


***


 






    A-7 


     


    

 


4.           The
amendment of the Certificate of Incorporation set forth above was authorized by a vote of the Board of Directors at a meeting
duly called and held on December 7, 2020, a quorum being present, in accordance with the authority vested in the Board of Directors
by Article FOURTH of the Certificate of Incorporation.


 


[Signature
Page Follows]


 




    A-8 


     


    

 


IN
WITNESS WHEREOF, we have executed and subscribed this Certificate of Amendment of the Certificate of Incorporation of the Corporation
and do affirm the foregoing as true under penalty of perjury as of this 7th day of December, 2020.


	 	 	 
	 	Name:	Richard A. Johnson
	 	Title:	Chairman of the Board, President and Chief Executive
    Officer
	 	 	 
	 	Name:	Sheilagh M. Clarke
	 	Title:	Senior Vice President, General Counsel and Secretary


 


[Signature
Page to Form of Certificate of Amendment of the Certificate of Incorporation]


 




     


     


    


 


Exhibit B


 


[Form
of Rights Certificate]


 


	Certificate No. R-	________ Rights


 


NOT
EXERCISABLE AFTER THE FIRST (1ST) ANNIVERSARY DATE OF THE RIGHTS AGREEMENT, UNLESS SUCH DATE IS EXTENDED OR THE RIGHTS ARE EARLIER
REDEEMED, EXCHANGED OR TERMINATED. THE RIGHTS ARE SUBJECT TO REDEMPTION AT THE OPTION OF THE COMPANY, AT $0.001 PER RIGHT, AND
TO EXCHANGE ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT. UNDER CERTAIN CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING
PERSON (AS SUCH TERM IS DEFINED IN THE RIGHTS AGREEMENT) AND ANY SUBSEQUENT HOLDER OF SUCH RIGHTS MAY BECOME NULL AND VOID. [THE
RIGHTS REPRESENTED BY THIS RIGHTS CERTIFICATE ARE OR WERE BENEFICIALLY OWNED BY A PERSON WHO WAS OR BECAME AN ACQUIRING PERSON
(AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT). ACCORDINGLY, THIS RIGHTS CERTIFICATE AND THE RIGHTS REPRESENTED HEREBY MAY
BECOME NULL AND VOID IN THE CIRCUMSTANCES SPECIFIED IN SECTION 7(e) OF THE RIGHTS AGREEMENT.]1


 


	 	Rights Certificate
	 	 
	 	FOOT LOCKER, INC.


 





 



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



 




    B-1 


     


    

 


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
December 7, 2020 (the “Rights Agreement”), by and between Foot Locker, Inc., a New York corporation (the “Company”),
and Computershare Trust Company, N.A., a federally chartered trust company (or any successor rights agent) (the “Rights
Agent”), to purchase from the Company at any time at or prior to the close of business on the Final Expiration Date
(unless the rights are earlier redeemed, exchanged or terminated as provided in the Rights Agreement), at the office or offices
of the Rights Agent designated for such purpose, or its successors as Rights Agent, one one-thousandth (1/1,000) of a fully paid,
non-assessable share of Series C Junior Participating Preferred Stock, $1.00 par value per share, of the Company (the “Preferred
Stock”), at a purchase price of two-hundred and ten dollars ($210.00) per one one-thousandth (1/1,000) of a share of
Preferred Stock (the “Purchase Price”), upon presentation and surrender of this Rights Certificate with the
Form of Election to Purchase and related certificate properly completed and duly executed, accompanied by such documentation as
the Rights Agent may reasonably request. The number of Rights evidenced by this Rights Certificate (and the number of shares which
may be purchased upon exercise thereof) set forth above, and the Purchase Price per share set forth above, are the number and
Purchase Price as of December 7, 2020, based on the Preferred Stock as constituted at such date. The Company reserves the right
to require prior to the occurrence of a Triggering Event that a number of Rights be exercised so that only whole shares of Preferred
Stock will be issued. Capitalized terms used in this Rights Certificate without definition shall have the meanings ascribed to
them in the Rights Agreement.


 


From
and after the Flip-In Event, any Rights beneficially owned by or transferred to (i) an Acquiring Person (or an Affiliate or Associate
of an Acquiring Person with or through whom such Acquiring Person beneficially owns such Rights), (ii) a transferee of an Acquiring
Person (or of any such Affiliate or Associate) who becomes a transferee after the Acquiring Person becomes such, (iii) a transferee
of an Acquiring Person (or of any such Affiliate or Associate) who becomes a transferee prior to or concurrently with the Acquiring
Person becoming such and receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from such Acquiring
Person (or such Affiliate or Associate) to holders of equity interests in such Acquiring Person (or such Affiliate or Associate)
or to any Person with whom such Acquiring Person (or such Affiliate or Associate) has any continuing agreement, arrangement or
understanding (whether or not in writing) regarding the transferred Rights or (B) a transfer which the Board has determined is
part of a plan, arrangement or understanding (whether or not in writing) which has as a primary purpose or effect of the avoidance
of Section 7(e) of the Rights Agreement, or (iv) subsequent transferees of such Persons described in clauses (i)-(iii) of this
sentence, shall become null and void without any further action and no holder of such Rights shall have any rights whatsoever
with respect to such Rights from and after the occurrence of such Flip-In Event.


 


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


 






    B-2 


     


    

 


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


 


This
Rights Certificate, with or without other Rights Certificates, upon surrender at the office or offices of the Rights Agent designated
for such purpose, accompanied by such documentation as the Rights Agent may reasonably request, may be exchanged for another Rights
Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate
number of one one-thousandths (1/1,000) of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights
Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the
holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of
whole Rights not exercised.


 


Subject
to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Board at its option
at a redemption price of $0.001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend
or similar transaction occurring after the date of the Rights Agreement, at any time prior to the earlier of the close of business
on (i) the tenth (10th) business day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred
prior to the Record Date, the Close of Business on the tenth (10th) business day following the Record Date), and (ii) the Final
Expiration Date. In addition, under certain circumstances following the Stock Acquisition Date, the Rights may be exchanged, in
whole or in part, for shares of the Common Stock, or shares of Preferred Stock having essentially the same value or economic rights
as such shares. Immediately upon the action of the Board of the Company authorizing any such exchange, and without any further
action or any notice, the Rights (other than Rights which are not subject to such exchange) will terminate and the Rights will
only enable holders to receive the shares issuable upon such exchange.


 


No
fractional shares of Preferred Stock or Common Stock will be issued upon the exercise or exchange of any Right or Rights evidenced
hereby (other than fractions of Preferred Stock which are integral multiples of one one-thousandths (1/1,000) of a share of Preferred
Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will
be made, as provided in the Rights Agreement. The Company, at its election, may require that a number of Rights be exercised so
that only whole shares of Preferred Stock would be issued.


 


No
holder of this Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares
of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise or exchange hereof,
nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder


 






    B-3 


     


    

 


hereof, as such, any of
the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to
shareholders at any meeting thereof, or to give consent to or withhold consent from any corporate action, or, to receive notice
of meetings or other actions affecting shareholders (except as expressly provided in the Rights Agreement), or to receive dividends
or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised
or exchanged as provided in the Rights Agreement.


 


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


 


[Signature
Page Follows]


 






    B-4 


     


    

 


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


 


Dated
as of _________ __, ______





	 	 	 	 	 
	ATTEST:	 	FOOT LOCKER, INC.
	 	 	 
	 	 	By:	 
	Secretary	 	 	Name:
	 	 	 	Title:
	Countersigned:	 	 
	 	 	 
	COMPUTERSHARE
                    TRUST COMPANY, N.A., as Rights Agent
	 	 
	 	 	 
	By:	 	 	 
	 	Authorized
        Signatory
	 	 




 






    B-5 


     


    


 




[Form of Reverse Side of Rights Certificate]


 


FORM OF ASSIGNMENT


 


(To be executed by the registered holder
if such

holder desires to transfer the Rights Certificate.)


 


FOR VALUE RECEIVED ________________________________________________ hereby sells, assigns and transfers unto __________________________________________________________________________


 


 




 


(Please print name and address of transferee) 


 




 




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





Dated: __________________, ____


 


	 	Signature





 


Signature Guaranteed:


 


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


 


..............................................................................................................


(To be completed)


 




    B-6 


     


    

Certificate


 


The undersigned hereby certifies by checking
the appropriate boxes that:


 


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


 


(2) after due inquiry and to the best knowledge
of the undersigned, the undersigned [  ] did [  ] did not acquire the Rights evidenced by this Rights Certificate from any Person
who is, was or subsequently became an Acquiring Person or an Affiliate or Associate of any such Acquiring Person (as such terms
are defined pursuant to the Rights Agreement).


 


	Dated: _____________, _____	 	 
	 	 	Signature
	 	 	 
	Signature Guaranteed:	 	 
	 	 	 


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


 




    B-7 


     


    

NOTICE


 


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


 


In the event the certification set forth above
in the Form of Assignment and Certificate is not completed, such assignment will not be honored.


 




    B-8 


     


    

FORM OF ELECTION TO PURCHASE





	 	
(To be executed if holder desires to 

exercise
Rights represented by the 

Rights Certificate.)
	 



 



To: FOOT LOCKER, INC.:


 


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


 


Please insert social security

or other identifying number


 


	 
	
        (Please print name and address)

         



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


 


Please insert social security

or other identifying number


 


	 
	
        (Please print name and address)

         

	 


 


Dated: __________________, ___


 





	 	Signature





 


(Signature must conform to holder specified
on Rights Certificate)


 


Signature Guaranteed:


 


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


 




    B-9 


     


    

Certificate


 


The undersigned hereby certifies by checking
the appropriate boxes that:


 


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


 


(2) after due inquiry and to the best knowledge
of the undersigned, the undersigned [  ] did [  ] did not acquire the Rights evidenced by this Rights Certificate
from any Person who is, was or became an Acquiring Person or an Affiliate or Associate of any such Acquiring Person (as such terms
are defined pursuant to the Rights Agreement).


 


	Dated: _____________, ______	 	 
	 	 	Signature
	 	 	 
	Signature Guaranteed:	 	 
	 	 	 


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






    B-10 


     


    



NOTICE


 


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


 


In the event the certification set forth above
in the Form of Election to Purchase and Certificate is not completed, such election to purchase will not be honored.


 




    B-11 


     


    

Exhibit
C


 


FORM OF

SUMMARY OF RIGHTS TO PURCHASE

PREFERRED STOCK OF

FOOT LOCKER, INC.


 


On December 7, 2020, the board of directors
(the “Board”) of Foot Locker, Inc., a New York corporation (the “Company”), authorized and
declared a dividend distribution of one right (a “Right”) for each outstanding share of common stock, par value
$0.01 per share, of the Company (the “Common Stock”), to shareholders of record at the close of business on
December 18, 2020 (the “Record Date”). Each Right entitles the registered holder to purchase from the Company
a unit consisting of one one-thousandth (1/1,000) of a share (a “Unit”) of Series C Junior Participating Preferred
Stock, par value $1.00 per share (the “Series C Preferred Stock”) at a purchase price of two-hundred and ten
dollars ($210.00) per Unit, subject to adjustment (the “Purchase Price”). The description and terms of the Rights
are set forth in a Rights Agreement, dated as of December 7, 2020 (as the same may be amended from time to time, the “Rights
Agreement”), by and between the Company and Computershare Trust Company, N.A., a federally chartered trust company, as
rights agent (the “Rights Agent”).


 


Rights Certificates; Exercise Period.


 


Initially, the Rights will be attached to
all outstanding shares of Common Stock , and no separate rights certificates (“Rights Certificates”) will be
distributed. Subject to certain exceptions specified in the Rights Agreement, the Rights will separate from the Common Stock and
a distribution date (“Distribution Date”) will occur upon the earlier of (i) ten (10) business days following
a public announcement that a person (other than the Company, a subsidiary of the Company or an employee benefit plan of the Company
or any of its subsidiaries) (with certain exceptions, an “Acquiring Person”), either individually or with or
through certain affiliated or associated persons, has acquired beneficial ownership of twenty percent (20%) or more of the outstanding
shares of Common Stock (the “Stock Acquisition Date”) (as such time period may be extended pursuant to the Rights
Agreement), other than as a result of (a) pre-existing beneficial ownership in excess of the applicable threshold (in which case
such person shall become an Acquiring Person upon acquisition of an additional one-half of one percent (0.5%) of the outstanding
shares of Common Stock), (b) repurchases of stock by the Company or (c) certain inadvertent actions by shareholders, and (ii) ten
(10) business days (or such later date as the Board of the Company shall determine) following the commencement of, or announcement
of an intention to make, a tender offer or exchange offer that would result in a person becoming an Acquiring Person.


 


Until the Distribution Date (or earlier expiration
of the Rights), (i) the Rights will be evidenced by the Common Stock certificates (or, for book entry shares, by notations in the
respective accounts for the Common Stock) and will be transferred with and only with such Common Stock, (ii) new Common Stock certificates
issued after the Record Date will contain a notation incorporating the Rights Agreement by reference (and, for book entry shares,
the account statement will contain a notation advising the holders of the Rights Agreement) and (iii) the surrender for transfer
of any certificates for shares of Common Stock outstanding as of the


 



    C-1


     


    

 


Record Date, even without such notation or a copy of this
Summary of Rights (or book entry shares in respect of such Common Stock), will also constitute the transfer of the Rights associated
with the Common Stock represented by such certificates (or book entry shares). Pursuant to the Rights Agreement, the Company reserves
the right to require prior to the occurrence of a Triggering Event (as defined below) that, upon any exercise of Rights, a number
of Rights be exercised so that only whole shares of Series C Preferred Stock will be issued.


 


The Rights are not exercisable until the Distribution
Date and will expire on the first (1st) anniversary date of the Rights Agreement (the “Final Expiration Date”),
unless the Rights are earlier redeemed, exchanged or terminated.


 


As soon as practicable after the Distribution
Date, Rights Certificates will be sent by such means as may be selected by the Company to holders of record of the Common Stock
as of the close of business on the Distribution Date and, thereafter, the separate Rights Certificates alone will represent the
Rights. Except as otherwise determined by the Board of the Company, only shares of Common Stock issued after the Record Date and
prior to the earlier of the Distribution Date and the Final Expiration Date (or the date the Rights are earlier redeemed, exchanged
or terminated) will be issued with the Rights.


 


Flip-in Trigger.


 


In the event that any person becomes an Acquiring
Person (unless the event causing such person to become an Acquiring Person is a transaction described under “Flip-over
Trigger,” below), each holder of a Right will thereafter have the right to receive, upon the exercise of a Right, that
number of shares of Common Stock (or, in certain circumstances, cash, property or other securities of the Company) having a market
value equal to two times the exercise price of the Right. Notwithstanding any of the foregoing, following the occurrence of any
of the events set forth in this paragraph, all Rights that are, or (under certain circumstances specified in the Rights Agreement)
were, beneficially owned by any Acquiring Person will be null and void. However, Rights are not exercisable following the occurrence
of the event set forth above until such time as the Rights are no longer redeemable by the Company as set forth below.


 


For example, at an exercise price of $210.00
per Right, each Right not beneficially owned by an Acquiring Person following an event set forth in the preceding paragraph would
entitle its holder to purchase $420.00 worth of Common Stock (or other consideration, as noted above) for $210.00. Assuming that
the Common Stock had a per share value of $42.00 at such time, the holder of each valid Right would be entitled to purchase 10
shares of Common Stock for $210.00.


 


Flip-over Trigger.


 


In the event that, at any time following the
Stock Acquisition Date, (i) the Company engages in a merger or other business combination transaction in which the Company is not
the surviving corporation, (ii) the Company engages in a merger or other business combination transaction in which the Company
is the surviving corporation and the Common Stock is changed or exchanged, or (iii) fifty percent (50%) or more of the Company’s


 



    C-2


     


    

 



consolidated assets, cash flow or earning power is sold or transferred, each holder of a Right (except Rights which have become
null and void as set forth above) shall thereafter have the right to receive, upon the exercise of a Right, that number of shares
of common stock of the acquiring company having a value equal to two times the exercise price of the Right. The events set forth
in this paragraph and in the second preceding paragraph are referred to as the “Triggering Events.”


 


Exchange Feature.


 


At any time after any person becomes an Acquiring
Person and prior to the acquisition by such person of fifty percent (50%) or more of the outstanding Common Stock or the occurrence
of one of the events described in the preceding “Flip-over Trigger” paragraph above, the Board of the Company may exchange
the Rights (other than Rights beneficially owned by such Acquiring Person which will have become null and void), in whole or in
part, at an exchange ratio of one share of Common Stock, or one one-thousandth (1/1,000) of a share of Series C Preferred Stock
(or of a share of a class or series of the Company’s preferred stock having equivalent rights, preferences and privileges),
per Right (subject to adjustment).


 


Equitable Adjustments.


 


The Purchase Price payable, and the number
of Units of Series C Preferred Stock 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, consolidation or
reclassification of, the Series C Preferred Stock, (ii) if holders of the Series C Preferred Stock are granted certain rights or
warrants to subscribe for Series C Preferred Stock or convertible securities at less than the then-current market price of the
Series C Preferred Stock, or (iii) upon the distribution to holders of the Series C Preferred Stock of evidences of indebtedness,
assets or cash (excluding regular quarterly cash dividends or dividends payable in Series C Preferred Stock) or of subscription
rights or warrants (other than those referred to above).


 


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


 


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


 


Redemption Rights.


 


At any time until prior to the earlier to
occur of (i) ten (10) business days after the Stock Acquisition Date and (ii) the Final Expiration Date, the Board of the Company
may, at its option, redeem the Rights in whole, but not in part, at a price of $0.001 per Right, (as such amount may be adjusted
pursuant to the Rights Agreement) payable, at the option of the Company, in cash, shares of Common Stock or such other form of
consideration as the Board of


 



    C-3


     


    

 


the Company shall determine. The redemption of the Rights may be made effective at such time, on
such basis and with such conditions as the Board of the Company in its sole discretion may establish. Immediately upon the action
of the Board of the Company ordering redemption of the Rights (or if such action states that the redemption will not be effective
until the occurrence of a specified future time or event, upon the occurrence of such future time or event), the Rights will terminate
and the only right of the holders of Rights will be to receive the $0.001 redemption price.


 


Amendment of Rights.


 


Any of the provisions of the Rights Agreement
may be amended by the Board of the Company so long as the Rights are then redeemable. At any time when the Rights are no longer
redeemable, the provisions of the Rights Agreement may be amended by the Board of the Company for any reason, including to shorten
or lengthen any time period under the Rights Agreement, except that no amendment may be made at such time as the Rights are not
redeemable that may (a) adversely affect the interests of the holders of the Rights as such, (b) cause the Rights Agreement to
become amendable other than as already provided in the Rights Agreement and (c) cause the Rights to again become redeemable. Notwithstanding
the foregoing, no supplement or amendment may be made that changes the redemption price.


 


Anti-Takeover Effects.


 


The Rights may have certain anti-takeover
effects. The Rights may cause substantial dilution to any person that attempts to acquire the Company without the approval of its
Board. As a result, the overall effect of the Rights may be to render more difficult or discourage a merger, tender offer or other
business combination involving the Company that is not supported by its Board.


 


Miscellaneous.


 


Until a Right is exercised or exchanged, the
holder thereof, as such, will have no separate rights as a shareholder of the Company, including, without limitation, the right
to vote or to receive dividends in respect of the Rights. While the distribution of the Rights will not be taxable to shareholders
or to the Company, shareholders may, depending upon the circumstances, recognize taxable income in the event that the Rights become
exercisable for Common Stock (or other consideration) of the Company or for common stock of the acquiring company or in the event
of the redemption of the Rights as set forth above.


 


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


 



    C-4