EXHIBIT 4.1




 


 


TAX BENEFITS PRESERVATION PLAN


 


United Airlines Holdings, Inc.


 


and


 


Computershare Trust Company, N.A.,


 


as Rights Agent


 


Dated as of December 4, 2020


 


 






     


     


    

 







Table of Contents


 




	 	 	Page
	Section 1.	Certain Definitions	1
	Section 2.	Appointment of Rights Agent	11
	Section 3.	Issuance of Rights Certificates	11
	Section 4.	Form of Rights Certificates	13
	Section 5.	Countersignature and Registration	14
	Section 6.	 Transfer, Split Up, Combination and Exchange of Rights Certificates; Mutilated, Destroyed, Lost or Stolen Rights Certificates	15
	Section 7.	Exercise of Rights; Exercise Price; Expiration Time of Rights	16
	Section 8.	Cancellation and Destruction of Rights Certificates	18
	Section 9. 	Reservation and Availability of Capital Stock	18
	Section 10.	Preferred Stock Record Date	20
	Section 11.	Adjustment of Exercise Price, Number and Kind of Shares or Number of Rights	20
	Section 12.	Certificate of Adjusted Exercise Price or Number of Shares	27
	Section 13.	Consolidation, Merger or Sale or Transfer of Assets, Cash Flow or Earning Power	28
	Section 14.	Fractional Rights and Fractional Shares	31
	Section 15.	Rights of Action	32
	Section 16.	Agreement of Rights Holders	33
	Section 17.	Rights Certificate Holder Not Deemed a Stockholder	33
	Section 18.	Concerning the Rights Agent	34
	Section 19.	Merger or Consolidation or Change of Name of Rights Agent	35
	Section 20.	Duties of Rights Agent	36
	Section 21.	Change of Rights Agent	39
	Section 22.	Issuance of New Rights Certificates	40
	Section 23.	Redemption and Termination	40
	Section 24.	Exchange	41
	Section 25. 	Notice of Certain Events	42
	Section 26.	Notices	43
	Section 27.	Supplements and Amendments	44
	Section 28.	Successors	44



 






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	Section 29.	Determination and Action by the Board	44
	Section 30.	Benefits of this Agreement	44
	Section 31.	Tax Compliance and Withholding	45
	Section 32.	Process to Seek Exemption	45
	Section 33.	Severability	46
	Section 34.	Governing Law; Submission to Jurisdiction	46
	Section 35. 	Counterparts	46
	Section 36.	Descriptive Headings; Interpretation	46
	Section 37.	Force Majeure	46
	Section 38.	Confidentiality	46
	Section 39.	Warrant Agreement	46


 


	Exhibit A	-	Form of Certificate of Designation
	 	 	 
	Exhibit B	-	Form of Rights Certificate
	 	 	 
	Exhibit C	-	Summary of Rights to
    Purchase Preferred Stock




 






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TAX BENEFITS PRESERVATION PLAN


 


This TAX BENEFITS PRESERVATION
PLAN, dated as of December 4, 2020 (this “Agreement”), is by and between United Airlines Holdings, Inc.,
a Delaware 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, the
Company has generated net operating losses for United States federal income tax purposes (“NOLs”) and
certain other Tax Attributes (as defined below) that may potentially provide valuable tax benefits to the Company, the Company
desires to avoid an “ownership change” within the meaning of Section 382 (as defined below) and thereby preserve the
ability to utilize fully such NOLs and other Tax Attributes and, in furtherance of such objective, the Company desires to enter
into this Agreement; and


 


WHEREAS, on
December 4, 2020, 2020 (the “Rights Dividend Declaration Date”), the board of directors of the Company
(the “Board”) authorized and declared a dividend distribution of one Right (as defined below) for each
share of Common Stock (as defined below), outstanding at the Close of Business (as defined below) on December 14, 2020 (the “Record
Date”), and has further authorized the issuance of one Right (as such number may hereinafter be adjusted pursuant
to Section 11) for each share of Common Stock that shall become outstanding between the Record Date (whether originally
issued or delivered from the Company’s treasury) and the earlier of the Distribution Time and the Expiration Time (as such
terms are defined below) or, in certain circumstances provided in Section 22, after the Distribution Time.


 


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


 


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


 


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


 


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


 






     


     


    

 


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


 


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


 


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


 


(v)       if
such Person is a bona fide swaps dealer who has become an “Acquiring Person” as a result of its actions in
the ordinary course of its business that the Board determines, in its sole discretion, were taken without the intent or
effect of evading or assisting any other Person to evade the purposes and intent of this Agreement, or otherwise seeking to
control or influence the management or policies of the Company.


 






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Notwithstanding
the foregoing definition of “Acquiring Person,” no Person who is an “investment advisor” to mutual funds
or a trustee of trusts qualified under Section 401(a) of the Code sponsored by unrelated corporations shall be deemed to be an
Acquiring Person if, immediately after any increase in beneficial ownership of Common Stock by such Person, (A) no single mutual
fund or trust advised by such investment advisor or such trustee, respectively, actually owns or beneficially owns, pursuant to
clause (i) of the definition of “Beneficial Owner,” the Specified Percentage or more of the shares of Common Stock
then outstanding and (B) such investment advisor or trustee beneficially owns (other than with respect to such mutual funds or
such trusts, as applicable) less than the Specified Percentage of the shares of Common Stock then outstanding, unless the Board
determines, in its reasonable discretion, that such investment advisor or trustee is deemed to Beneficially Own the Specified Percentage
or more of the shares of Common Stock then outstanding under the applicable standards of Treasury Regulation 1.382-3. In determining
whether any such investment advisor or trustee is an Acquiring Person, the filing of a statement under Section 13 of the Exchange
Act with respect to such investment advisor or trustee shall not be deemed to establish that such investment advisor or trustee
has acquired Beneficial Ownership of the Specified Percentage or more of the shares of Common Stock then outstanding; provided,
that the Board shall be entitled to rely upon any such filing unless such investment advisor or trustee provides information and
diligence that permits the Board to conclude, in its reasonable discretion, that such investment advisor or trustee has not acquired
Beneficial Ownership of the Specified Percentage or more of the shares of Common Stock then outstanding pursuant to the standards
of Treasury Regulation 1.382-3.


 


Also, notwithstanding
the foregoing definition of “Acquiring Person,” the Board may determine that any Person is an “Acquiring Person”
under this Agreement if such Person becomes the Beneficial Owner of the Specified Percentage of the shares of Common Stock then
outstanding.


 


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


 


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


 


“Affiliate”
shall have the meaning ascribed to such term in Rule 12b-2 of the Exchange Act Regulations as in effect on the date of this
Agreement and, to the extent not included within the foregoing clause, shall also include, with respect to any Person, any other
Person (other than an Exempt Person or a Grandfathered Person) whose shares of Common Stock would be deemed constructively owned
by such first Person, or otherwise aggregated with shares owned by such first Person, pursuant to the provisions of Section 382
and the Treasury Regulations; provided, however, that a Person will not be deemed to be an Affiliate of another Person
solely because either or both Persons are or were directors or officers of the Company.


 


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


 






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“Associate”
shall have the meaning ascribed to such term in Rule 12b-2 of the Exchange Act Regulations as in effect on the date of this
Agreement and, to the extent not included within the foregoing clause, shall also include, with respect to any Person, any other
Person (other than an Exempt Person or a Grandfathered Person) whose shares of Common Stock would be deemed constructively owned
by such first Person, or otherwise aggregated with shares owned by such first Person, pursuant to the provisions of Section 382
and the Treasury Regulations; provided, however, that a Person will not be deemed to be an Associate of another Person
solely because either or both Persons are or were directors or officers of the Company.


 


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


 


(i)            
that such Person would be deemed to directly, indirectly or constructively own (as determined for purposes of Section 382
or the Treasury Regulations), including any coordinated acquisition of securities by any Persons who have a formal or informal
understanding with respect to such acquisition (to the extent ownership of such securities would be attributed to such Persons
under Section 382 and the Treasury Regulations);


 


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


 


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


 






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


 


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


 


provided, however, that (x)
nothing in this definition shall cause a Person engaged in business as an underwriter of securities to be the “Beneficial
Owner” of, or to “beneficially own,” any securities acquired through such Person’s participation in good
faith in a firm commitment underwriting until the expiration of forty (40) days after the date of such acquisition; (y) no
officer or director of the Company shall be deemed to Beneficially Own any securities of any other Person solely by virtue of any
actions that such officer or director takes in such capacity; and (z) notwithstanding the foregoing provisions of this definition
of “Beneficial Ownership,” for purposes of determining “Beneficial Ownership” and whether any Person “Beneficially
Owns” or has “Beneficial Ownership” under this Agreement, all Warrants and all Warrant Shares shall be disregarded,
it being understood that, (i) to the extent that any Warrant Shares are outstanding at a particular time, such Warrant Shares shall
be taken into account for purposes of determining the number of shares of Common Stock outstanding at such time and (ii) except
with respect to any Warrant Shares held by the United States Department of the Treasury from the time such shares were issued by
the Company, the burden of demonstrating that any shares of Common Stock are Warrant Shares shall be on any Person desiring to
rely on this clause (z). The Board shall have sole discretion to determine whether such burden has been satisfied.


 






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


 


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


 


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


 


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


 


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


 


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


 


“Code”
means the Internal Revenue Code of 1986, as amended, or any successor statute.


 


“Common
Stock” shall mean the common stock, par value $0.01 per share, of the Company and any other interest that the Board
determines would be treated as “stock” of the Company for purposes of Section 382 of the Code (including Treasury Regulation
Section 1.382-2T(f)(18)) in this Agreement in which such meaning is necessary in order to ensure that this Agreement is effective
in preserving the Company’s Tax Attributes.


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Exempt
Person” shall mean (i) the Company or any Subsidiary of the Company, (ii) any officer, director or
employee of the Company or of any Subsidiary of the Company solely in respect of such Person’s status or authority as
such (including any fiduciary capacity), (iii) any employee benefit plan of the Company or of any Subsidiary of the
Company or any entity or trustee holding (or acting in a fiduciary capacity in respect of) shares of capital stock of the
Company for or pursuant to the terms of any such plan, or for the purpose of funding other employee benefits for employees of
the Company or any Subsidiary of the Company, (iv) any other Person (together with all of its Related Persons) whose
Beneficial Ownership of the Specified Percentage or more of the then-outstanding shares of Common Stock will not jeopardize
or endanger the availability to the Company of any Tax Attribute, as determined by the Board in its sole discretion prior to
the time any Person becomes an Acquiring Person, provided, however, that such Person will cease to be an
Exempt Person if the Board subsequently makes a contrary determination in its sole discretion, regardless of the reason for
such contrary determination or (v) any other Person who is determined by the Board to be deemed an “Exempt
Person” in accordance with Section 32.


 






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“Exemption
Request” shall have the meaning set forth in Section 32.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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“Nasdaq”
shall mean the Nasdaq Stock Market.


 


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


 


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


 


“NYSE”
shall mean the New York Stock Exchange.


 


“Person”
shall mean any individual, partnership, firm, corporation, limited liability company, association, trust, limited liability partnership
or other entity, or a group of Persons making a “coordinated acquisition” of shares or otherwise treated as an entity
within the meaning of Section 1.382-3(a)(1) of the Treasury Regulations, and shall include any successor (by merger or otherwise)
of such individual or entity, but shall not include a “Public Group” (as such term is defined in Section 1.382-2T(f)(13)
of the Treasury Regulations).


 


“Preferred
Stock” shall mean the Series A Junior Participating Serial Preferred Stock, without par value, of the Company
having the designations, preferences and rights set forth in the form of certificate of designation attached to this Agreement
as Exhibit A, and, to the extent that there is not a sufficient number of shares of Series A Junior Participating Serial
Preferred Stock authorized to permit the full exercise of the Rights, any other series of preferred stock, without par value, of
the Company designated for such purpose containing terms substantially similar to the terms of the Series A Junior Participating
Serial Preferred Stock.


 


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


 


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


 


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


 


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


 


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


 


“Requesting
Person” shall have the meaning set forth in Section 32.


 


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


 






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


 


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


 


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


 


“Section
382” shall mean Section 382 of the Code or any successor or replacement provision.


 


“Signature
Guarantee” shall have the meaning set forth in Section 6(a).


 


“Specified
Percentage” means four and nine-tenths percent (4.9%).


 


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


 


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


 


“Stockholder
Approval” shall mean the approval or ratification by the stockholders of the Company of this Agreement (or such agreement
as then in effect or as contemplated to be in effect following such Stockholder Approval).


 


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


 


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


 


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


 


“Tax Attributes”
shall mean NOLs, capital loss carryovers, general business credit carryovers, alternative minimum tax credit carryovers, foreign
tax credit carryovers, any loss or deduction attributable to a “net unrealized built-in loss” within the meaning of
Section 382 and any other attribute the benefit of which is subject to possible limitation under Section 382.


 






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


 


“Treasury
Regulations” shall mean final, temporary and proposed tax regulations promulgated under the Code, including any amendments
thereto.


 


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


 


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


 


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


 


“Warrant
Agreements” shall mean (i) that certain Warrant Agreement, dated as of April 20, 2020, between the Company and the
United States Department of the Treasury and (ii) that certain Warrant Agreement, dated as of September 28, 2020, between the Company
and the United States Department of the Treasury, as each such agreement may be amended from time to time in accordance with its
terms.


 


“Warrant
Shares” shall mean the “Warrant Shares” as defined in the Warrant Agreements.


 


“Warrants”
shall mean the “Warrants” as defined in the Warrant Agreements.


 


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


 


Section 3.              
Issuance of Rights Certificates.


 


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


 






    11


     


    

 


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


 


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


 


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


 


       This certificate
also evidences and entitles the holder hereof to certain rights (the “Rights”) as set forth in the Tax
Benefits Preservation Plan, dated as of December 4, 2020 (as the same may be amended from time to time, the “Tax Benefits
Preservation Plan”), by and between United Airlines Holdings, Inc., a Delaware corporation (the “Company”),
and Computershare Trust Company, N.A. (and any successor thereto), 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 Tax Benefits Preservation Plan, the Rights shall be evidenced by separate certificates and will no longer be evidenced by this
certificate. The Company will mail to the holder of this certificate a copy of the Tax Benefits Preservation Plan, as in effect
on the date of mailing, without charge, promptly after receipt of a written request therefor.


 






    12


     


    

 


        Under certain
circumstances set forth in the Tax Benefits Preservation Plan, any Rights that are Beneficially Owned by any Person who is or was
an Acquiring Person or a Related Person of an Acquiring Person (as such terms are defined in the Tax Benefits Preservation Plan)
or certain transferees of an Acquiring Person or of any such Related Person, whether currently held by or on behalf of such Person
or by any subsequent holder, will become null and void and will no longer be transferable.


 


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


 


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


 


Section 4.              
Form of Rights Certificates.


 


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


 






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(b)         
Any Rights Certificate issued pursuant to Section 3(a), Section 11(a)(ii) or Section 22 that represents Rights
Beneficially Owned by any Person known to be (i) an Acquiring Person or any Related Person of an Acquiring Person, (ii) a
transferee of an Acquiring Person (or of any such Related Person) who becomes a transferee after the Acquiring Person becomes such
or (iii) a transferee of an Acquiring Person (or of any such Related Person) who becomes a transferee prior to or concurrently
with the Acquiring Person becoming such and receives such Rights pursuant to either (A) a transfer (whether or not for consideration)
from the Acquiring Person (or any Related Person thereof) to holders of equity interests in such Acquiring Person (or any Related
Person thereof) or to any Person with whom such Acquiring Person (or any Related Person thereof) has any continuing agreement,
arrangement or understanding, whether or not in writing, regarding the transferred Rights or (B) a transfer which the Board
has determined is part of a plan, agreement, arrangement or understanding which has as a primary purpose or effect of avoidance
of Section 7(e), and any Rights Certificate issued pursuant to Section 6 or Section 11 upon transfer, exchange,
replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain (to the extent feasible)
the following legend:


 


       The Rights
represented by this Rights Certificate are or were Beneficially Owned by an Acquiring Person or a Related Person of an Acquiring
Person (as such terms are defined in the Tax Benefits Preservation Plan, dated as of December 4, 2020 (as the same may be amended
from time to time, the “Tax Benefits Preservation Plan”), by and between United Airlines Holdings, Inc.
and Computershare Trust Company, N.A. (and any successor thereto), or a certain transferee of an Acquiring Person or of any such
Related Person. Accordingly, this Rights Certificate and the Rights represented hereby will become null and void in the circumstances
specified in Section 7(e) of such Tax Benefits Preservation Plan.


 


The absence of the
foregoing legend on any Rights Certificate shall in no way affect any of the other provisions of this Agreement, including the
provisions of Section 7(e). The Company shall instruct the Rights Agent in writing of the Rights that should be so
legended. The Company shall give written notice to the Rights Agent as soon as practicable after it becomes aware of the existence
and identity of any Acquiring Person or any Related Person thereof.


 


Section 5.              
Countersignature and Registration.


 


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


 






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


 


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


 


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


 






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


 


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


 


(a)         
Subject to Section 7(e), the registered holder of any Rights Certificate may exercise the Rights evidenced thereby
(except as otherwise provided herein including the restrictions on exercisability set forth in Section 7(c), Section 9(c),
Section 11(a)(iii) and Section 23(a)) in whole or in part at any time after the Distribution Time upon
surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof properly
completed and duly executed, to the Rights Agent at the office or offices of the Rights Agent designated for such purpose, accompanied
by a Signature Guarantee and such other documentation as the Rights Agent may reasonably request together with payment of the aggregate
Exercise Price with respect to the total number of one one-thousandths of a share of Preferred Stock (or Common Stock, other securities,
cash or other assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the earliest
of (i) the Close of Business on December 4, 2023 (the “Final Expiration Time”), (ii) the time
at which the Rights are redeemed as provided in Section 23, (iii) the time at which such Rights are exchanged
pursuant to Section 24, (iv) the Close of Business on the first Business Day following the certification of the
voting results of the Company’s 2021 annual meeting of stockholders, if at such meeting Stockholder Approval has not been
obtained, (v) the closing of any merger or other acquisition transaction involving the Company pursuant to an agreement of
the type described in Section 13(f), at which time, the Rights are terminated and (vi) the time at which the Board
determines that the Tax Attributes are utilized in all material respects or that an ownership change under Section 382 would not
adversely impact in any material respect the time period in which the Company could use the Tax Attributes, or materially impair
the amount of the Tax Attributes that could be used by the Company in any particular time period, for applicable tax purposes (the
earliest of (i), (ii), (iii), (iv), (v) and (vi) being herein referred to as the “Expiration Time”).


 


(b)          
The Exercise Price for each one one-thousandth of a share of Preferred Stock pursuant to the exercise of a Right shall initially
be $250.00, and shall be subject to adjustment from time to time as provided in Section 11 and Section 13(a)
and shall be payable in accordance with Section 7(c).


 






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


 


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


 


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


 






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


 


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


 


Section 9.              
Reservation and Availability of Capital Stock.


 


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


 






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


 


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


 


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


 


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


 






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


 


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


 


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


 






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


 


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


 






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


 






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


 


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


 






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


 


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


 


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


 


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


 






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


 


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


 


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


 






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


 


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


 


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


 


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


 






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


 


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


 


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


 






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


 






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


 





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


 


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


 


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


 


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


 






    29



     


    

 





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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


Section 14.          
Fractional Rights and Fractional Shares.


 


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


 


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


 






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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 






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Section 18.          
Concerning the Rights Agent.


 


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


 


(b)              
The Rights Agent shall be fully authorized and may conclusively rely upon and shall be protected and shall incur no liability
for or in respect of any action taken, suffered or omitted to be taken 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 Common Stock
certificate or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit,
letter, notice, instruction, direction, consent, certificate, statement, or other paper or document believed by it to be genuine
and to be duly signed, executed and, where necessary, guaranteed, verified or acknowledged, by the proper Person or Persons, or
otherwise upon the advice of counsel as set forth in Section 20. The Rights Agent shall not be deemed to have knowledge
of any event of which it was supposed to receive notice thereof hereunder, and the Rights Agent shall be fully protected and shall
incur no liability for failing to take action in connection therewith unless and until it has received notice of such event in
writing.


 


(c)               To
the extent the Company is not also a party to an action, proceeding, suit or claim against the Rights Agent concerning this
Agreement or the performance by the Rights Agent of its duties hereunder, the Rights Agent shall notify the Company in
accordance with Section 26 of the assertion of such action, proceeding, suit or claim against the Rights Agent,
as promptly as reasonably practicable after the Rights Agent has actual notice of such assertion of an action, proceeding,
suit or claim or has been served with the summons or other first legal process giving information as to the nature and basis
of the action, proceeding, suit or claim; provided that the failure to so provide such notice shall not affect the
rights of the Rights Agent hereunder, except to the extent such failure actually prejudiced the Company. The Company shall be
entitled to participate, at its own expense, in the defense of any such action, proceeding, suit or claim. The Rights Agent
agrees not to settle any litigation in connection with any action, proceeding, suit or claim with respect to which it may
seek indemnification from the Company without the prior written consent of the Company, which consent shall not be
unreasonably withheld, conditioned or delayed.


 






    34



     


    

 


(d)              
Section 18 and Section 20 shall survive the termination of this Agreement, the resignation, replacement
or removal of the Rights Agent and the exercise, termination and expiration of the Rights. Notwithstanding anything in this Agreement
to the contrary, in no event shall the Rights Agent be liable for special, punitive, incidental, indirect or consequential loss
or damage of any kind whatsoever, even if the Rights Agent has been advised of the likelihood of such loss or damage and regardless
of the form of the action; and the Company agrees to indemnify the Rights Agent and to hold it harmless against any loss, liability
or expense incurred as a result of claims for special, punitive, incidental, indirect or consequential loss or damages of any kind
whatsoever; provided, in each case, that such claims are not based on the gross negligence, bad faith or willful misconduct
of the Rights Agent (which gross negligence, bad faith or willful misconduct must be determined by a final, non-appealable judgment
of a court of competent jurisdiction). Notwithstanding anything in this Agreement to the contrary, any liability of the Rights
Agent under this Agreement shall be limited to the amount of fees (but not including any reimbursed costs) paid by the Company
to the Rights Agent during the twelve (12) months immediately preceding the event for which recovery from the Rights Agent is being
sought.


 


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


 


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


 


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


 






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Section 20.          
Duties of Rights Agent.


 


(a)              
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 such duties and
obligations, by all of which the Company and the holders of Rights Certificates, or, prior to the Distribution Time, shares of
Common Stock, by their acceptance thereof, shall be bound.


 


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


 


(c)              
Whenever in the performance of its duties under this Agreement the Rights Agent deems it necessary or desirable that any
fact or matter (including the identity of any Acquiring Person and the determination of the Current Market Price) be proved or
established by the Company prior to taking, suffering or omitting to take any action hereunder, such fact or matter (unless other
evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a certificate
signed by the Chief Executive Officer, President, Chief Financial Officer, Chief Administrative Officer or General Counsel of the
Company, or any other authorized officer of the Company, and delivered to the Rights Agent; and such certificate shall be full
and complete authorization and protection to the Rights Agent, and the Rights Agent shall incur no liability for or in respect
of any action taken, suffered or omitted to be taken by it under the provisions of this Agreement in reliance upon such certificate.
The Rights Agent shall have no duty to act without such certificate as set forth in this Section 20(c).


 


(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 condition contained in this Agreement or in any Rights Certificate; nor shall it be
liable or responsible for any adjustment or calculation required under Section 11, Section 13, Section 14
or Section 24 or responsible for the manner, method or amount of any such adjustment or the ascertaining of the
existence of facts that would require any such adjustment or
calculation (except with respect to the exercise of Rights evidenced by Rights Certificates subject to the terms and
conditions hereof after actual notice of any such adjustment); nor shall it by any act hereunder be deemed to make any
representation or warranty as to the authorization or reservation of any shares of Common Stock or Preferred Stock to be
issued pursuant to this Agreement or any Rights Certificate or as to whether any shares of Common Stock or Preferred Stock
will, when so issued, be validly authorized and issued, fully paid and non-assessable.


 






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


 


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


 


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


 


(i)                
The Rights Agent is hereby authorized and directed to accept instructions with respect to the performance of its duties
hereunder from the Chief Executive Officer, President, Chief Financial Officer, Chief Administrative Officer or General Counsel
of the Company, or any other authorized officer of the Company, and to apply to such officers for advice or instructions in connection
with its duties under this Agreement, and such instructions shall provide full authorization and protection to the Rights Agent
and the Rights Agent shall not be liable for and it shall incur no liability for or in respect of any action taken, suffered or
omitted to be taken in accordance with instructions of any such officer. Any application by the Rights Agent for written instructions
from the Company may, at the option of the Rights Agent, set forth in writing any action proposed to be taken, suffered or omitted
to be taken by the Rights Agent with respect to its duties or obligations under this Agreement and the date on or after which such
action shall be taken or such omission shall be effective. The Rights Agent shall be fully authorized and protected in relying
upon the most recent instructions received from any such officer and shall not be liable for any action taken, suffered or omitted
to be taken by the Rights Agent in accordance with a proposal included in any such application on or after the date specified in
such application (which date shall not be less than five Business Days after the date any such officer of the Company actually
receives such application, unless any such officer 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 has received written instructions in response
to such application specifying the action to be taken or omitted.


 


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








 






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


 


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


 


(m)            
If, with respect to any Rights Certificate surrendered to the Rights Agent for exercise or transfer, the certificate attached
to the form of assignment or form of election to purchase, as the case may be, has either not been properly completed or indicates
an affirmative response to clause 1 or 2 thereof, the Rights Agent shall not take any further action with respect to such requested
exercise or transfer without first consulting with the Company; provided, however, that the Rights Agent shall not
be liable for any delays arising from the duties under this Section 20(m).


 


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


 


(o)              
The Rights Agent shall not be required to take notice or be deemed to have notice
of any fact, determination, event or condition hereunder, including any fact, determination, event or condition that may require
action by the Rights Agent, unless the Rights Agent shall be specifically notified in writing of such fact, determination, 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 delivered to the Rights Agent as specified in Section 26, and in the absence of such delivery
to the Rights Agent of such notice, the Rights Agent may conclusively assume that no such fact, determination, event or condition
exists.


 


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


 


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


 






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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 to the Company and, if such resignation or discharge
occurs after the Distribution Time, to the holders of the Rights Certificates by first-class mail. In the event any transfer agency
relationship in effect between the Company and the Rights Agent terminates, the Rights Agent will be deemed to have resigned automatically
and be discharged from its duties under this Agreement as of the effective date of such termination, and the Company shall be responsible
for sending any required notice. The Company may remove the Rights Agent or any successor Rights Agent upon no less than 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 the Preferred Stock, by registered or certified mail, and, if such removal occurs after
the Distribution Time, to the holders of the Rights Certificates by first-class mail. If the Rights Agent resigns or is removed
or otherwise becomes incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company fails to make
such appointment within a period of thirty (30) days after giving notice of such removal or after it has been notified in
writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by any registered holder of a Rights
Certificate (who shall, with such notice, submit such holder’s Rights Certificate for inspection by the Company), then any
registered holder of any Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights
Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a Person organized and
doing business under the laws of the United States or of any state of the United States (so long as such Person is authorized to
do business as a banking institution in such state), in good standing, which is authorized under such laws to exercise corporate
trust, stock transfer or stockholder services powers and is subject to supervision or examination by federal or state authority
and which, along with its Affiliates, has at the time of its appointment as Rights Agent a combined capital and surplus of at least
$100,000,000 or (b) an Affiliate of such Person. After appointment, the successor Rights Agent shall be vested with the same
powers, rights, duties and responsibilities as if it had been originally named as Rights Agent under this Agreement without further
act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time
held by it hereunder, and execute and deliver any further reasonable assurance, conveyance, act or deed necessary for the purpose;
provided that the predecessor Rights Agent shall not be required to make any additional expenditure or assume any additional liability
in connection with the foregoing. Not later than the effective date of any such appointment, the Company shall file notice thereof
in writing with the predecessor Rights Agent and each transfer agent of the Common Stock and the Preferred Stock, and, if such
appointment occurs after the Distribution Time, mail a notice thereof in writing to the registered holders of the Rights Certificates.
Failure to give any notice provided for in this Section 21 or any defect therein shall not affect the legality or validity
of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.


 






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


 


Section 23.          
Redemption and Termination.


 


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


 


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


 






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Section 24.          
Exchange.


 


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


 


(b)              
Immediately upon the effectiveness of the action of the Board ordering the exchange of any Rights pursuant to Section 24(a)
and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right
thereafter of a holder of any such Rights shall be to receive that number of shares of Common Stock equal to the number of such
Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice (with prompt written
notice thereof to the Rights Agent) of any exchange. The Company promptly thereafter shall mail a notice of any such exchange
to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice
which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such
notice of exchange shall state the method by which the exchange of shares of Common Stock for Rights shall be effected and, in
the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata
based on the number of Rights (other than Rights which have become null and void pursuant to Section 7(e)) held by
each holder of Rights. Prior to effecting any exchange and registering shares of Common Stock in any Person’s name, including
any nominee or transferee of a Person, the Company may require (or cause the trustee of the Trust to require), as a condition
thereof, that any holder of Rights provide evidence, including the identity of the Beneficial Owners thereof and their Related
Persons (or former Beneficial Owners thereof and their Related Persons) as the Company reasonably requests in order to determine
if such Rights are null and void. If any Person fails to comply with such request, the Company shall be entitled conclusively
to deem the Rights formerly held by such Person to be null and void pursuant to Section 7(e). No failure to give,
or any defect in, any notice provided under this Section 24(b) shall affect the validity of any exchange. Any shares
of Common Stock or other securities issued at the direction of the Board in connection herewith shall be validly issued, fully
paid and non-assessable shares of Common Stock or of such other securities, as the case may be.


 






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


 


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


 


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


 


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


 


Section 25.          
Notice of Certain Events.


 


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


 






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


 


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


 


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


 


United Airlines Holdings, Inc.

233 South Wacker Drive

Chicago, Illinois 60606


Attention: Robert S. Rivkin


 


Telephone: (872) 825-9394


Email: robert.rivkin@united.com




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



Sidley Austin LLP

One South Dearborn Street

Chicago, Illinois 60603

Attention: Gary Gerstman and Beth E. Berg


 


Telephone: (312) 853-2060; (312) 853-7443


Email: ggerstman@sidley.com; bberg@sidley.com


 


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


 


Computershare Trust Company, N.A.


150 Royall Street


Canton, Massachusetts 02021


Attention: Client Services


 


Telephone: (312) 768-5484


Facsimile: (781) 575-4210


 


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


 






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


 


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


 


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


 






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


 


Section 32.           Process
to Seek Exemption. Any Person who (i) desires to effect any transaction that might, if consummated, result in such
Person becoming the Beneficial Owner of the Specified Percentage or more of the then-outstanding shares of Common Stock or
(ii) Beneficially Owns the Specified Percentage or more of the then-outstanding shares of Common Stock and desires to effect
any transaction that might, if consummated, result in such Person becoming the Beneficial Owner of additional shares of
Common Stock (any such Person described in clause (i) or (ii), a “Requesting Person”) may, prior to
the date of the transaction for which the Requesting Person is seeking a determination, request in writing that the Board
make a determination under this Agreement so that such Person would be deemed to be an “Exempt Person” for the
purposes of this Agreement (an “Exemption Request”). Any Exemption Request must be delivered by
registered mail, return receipt requested, to the Company at the address listed in Section 26. Such Exemption
Request will be deemed to have been made when actually received by the Company. Any Exemption Request must include: (a) the
name, address and telephone number of the Requesting Person; (b) the number and percentage of shares of Common Stock then
Beneficially Owned by the Requesting Person; (c) a reasonably detailed description of the transaction or transactions by
which the Requesting Person would propose to acquire Beneficial Ownership of shares of Common Stock, the maximum number and
percentage of shares of Common Stock that the Requesting Person proposes to acquire and the proposed tax treatment thereof;
and (d) a commitment by the Requesting Person that such Requesting Person will not acquire Beneficial Ownership of the
Specified Percentage or more of the then-outstanding shares of Common Stock or, if such Requesting Person Beneficially Owns
the Specified Percentage or more of the then-outstanding shares of Common Stock, any additional shares of Common Stock prior
to such time as the Board has responded to, or is deemed to have responded to, the Exemption Request pursuant to this Section 32.
The Board will endeavor to respond to any Exemption Request within 30 calendar days after receiving such Exemption Request; provided, however,
that the failure of the Board to make a determination within such period will be deemed to constitute the denial by the Board
of the Exemption Request. Any Requesting Person shall respond promptly to reasonable and appropriate requests for additional
information from the Company or the Board and its or the Company’s advisors to assist the Board in making its
determination. As a condition to making any determination requested pursuant to this Section 32, the Board may,
in its discretion, require (at the expense of the Requesting Person) a report from advisors selected by the Board to the
effect that the proposed transaction or transactions will not result in the application of any limitations on the use by the
Company of the Tax Attributes taking into account any and all other transactions that have been consummated prior to receipt
of the Exemption Request, any and all other proposed transactions that have been approved by the Board prior to its receipt
of the Exemption Request and any other actual or proposed transactions involving the Common Stock as the Board may require; provided, further,
that the Board may make the determination requested in the Exemption Request notwithstanding the effect of the proposed
transaction or transactions on the Tax Attributes if it determines that such determination is in the best interests of the
Company. The Board may impose any conditions that it deems reasonable and appropriate in connection with a determination
pursuant to this Section 32, including restrictions on the ability of the Requesting Person to transfer shares of
Common Stock acquired by such Requesting Person in the transaction or transactions to which such determination relates. Any
Exemption Request may be submitted on a confidential basis and, except to the extent required by applicable law, the Company
shall maintain the confidentiality of such Exemption Request and the determination of the Board with respect thereto, unless
the information contained in the Exemption Request or the determination of the Board with respect thereto otherwise becomes
publicly available.


 






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Section 33.          
Severability. If any term, provision, covenant or restriction of this Agreement or the Rights is held by a court
of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants
and restrictions of this Agreement and the Rights shall remain in full force and effect and shall in no way be affected, impaired
or invalidated; provided, however, that notwithstanding anything in this Agreement to the contrary, if any such term,
provision, covenant or restriction is held by such court or authority to be invalid, void or unenforceable and the Board determines
in its good faith judgment that severing the invalid language from this Agreement or the Rights would adversely affect the purpose
or effect of this Agreement, the right of redemption set forth in Section 23 shall be reinstated and shall not expire
until the Close of Business on the tenth (10th) day following the date of such determination by the Board; provided,
further, however, that if any such excluded term, provision, covenant or restriction shall affect the rights, immunities,
duties or obligations of the Rights Agent in an adverse manner, the Rights Agent shall be entitled to resign immediately upon written
notice to the Company.


 


Section 34.           Governing
Law; Submission to Jurisdiction. This Agreement, each Right and each Rights Certificate issued hereunder shall be
deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be governed by and construed
in accordance with the laws of such State applicable to contracts made and to be performed entirely within such State. The
Company and each holder of Rights hereby irrevocably submits to the exclusive jurisdiction of the Court of Chancery of the
State of Delaware, or, if such court lacks subject matter jurisdiction, the United States District Court for the District of
Delaware, over any suit, action or proceeding arising out of or relating to this Agreement. The Company and each holder of
Rights acknowledge that the forum designated by this Section 34 has a reasonable relation to this Agreement and
to such Persons’ relationship with one another. The Company and each holder of Rights hereby waive, to the fullest
extent permitted by applicable law, any objection which they now or hereafter have to personal jurisdiction or to the laying
of venue of any such suit, action or proceeding brought in any court referred to in this Section 34. The Company
and each holder of Rights undertake not to commence any action subject to this Agreement in any forum other than the forum
described in this Section 34. The Company and each holder of Rights agree that, to the fullest extent permitted
by applicable law, a final and non-appealable judgment in any such suit, action or proceeding brought in any such court shall
be conclusive and binding upon such Persons.


 


Section 35.          
Counterparts. This Agreement may be executed in any number of counterparts and each of such counterparts shall
for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.
Delivery of an executed signature page of the Agreement by facsimile or other customary means of electronic transmission (e.g.,
 “pdf”) shall be as effective as delivery of a manually executed counterpart hereof.


 


Section 36.          
Descriptive Headings; Interpretation. Descriptive headings of the several Sections of this Agreement are inserted
for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof. The words “include,”
 “includes” and “including” shall be deemed to be followed by the phrase “without limitation.”
Each reference in this Agreement to a period of time following or after a specified date or event shall be calculated without including
such specified date or the day on which such specified event occurs.


 


Section 37.          
Force Majeure. Notwithstanding anything to the contrary contained herein, the Rights Agent will not have any
liability for not performing, or a delay in the performance of, any act, duty, obligation or responsibility by reason of any occurrence
beyond the reasonable control of the Rights Agent (including any act of God, war, disease, epidemics, pandemics, civil or military
disobedience or disorder, riot, rebellion, terrorism, insurrection, fire, earthquake, storm, flood, strike, work stoppage, interruptions
or malfunctions of computer facilities, loss of data due to power failures or mechanical difficulties, labor dispute, accident
or widespread failure or widespread malfunction of any utilities communication or computer services or similar occurrence).


 


Section 38.          
Confidentiality. The Rights Agent and the Company agree that all books, records, information and data pertaining
to the business of the other party, including, inter alia, personal, non-public Rights holder information, which are exchanged
or received pursuant to the negotiation or the carrying out of this Agreement, including the fees for services provided hereunder,
shall remain confidential, and shall not be voluntarily disclosed to any other Person, except as may be required by law or by the
rules or regulations of any securities exchange, including pursuant to subpoenas from state or federal government authorities (e.g.,
in divorce and criminal actions). However, each party may disclose relevant aspects of the other party’s confidential information
to its officers, Affiliates, agents, subcontractors and employees to the extent reasonably necessary to perform its duties and
obligations under this Agreement and such disclosure is not prohibited by applicable law


 


Section 39.          
Warrant Agreements. For the avoidance of doubt, this Agreement shall not apply to the Warrant Agreements, the
Warrants or the consummation of the transactions contemplated by the Warrant Agreements or the Warrants, including the exercise
of the Warrants by the United States Department of the Treasury in accordance with the terms of the Warrant Agreement.


 


* * * * * * *


 






    46


     


    

 





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


 


	 	UNITED AIRLINES HOLDINGS, INC.
	 	 
	 	By:	/s/ Gerald Laderman
	 	 	Name:	Gerald Laderman
	 	 	Title:	Executive Vice President and Chief Financial Officer
	 	 
	 	 
	 	COMPUTERSHARE TRUST COMPANY, N.A.
	 	 
	 	By:	/s/ Fred Papenmeier
	 		Name:	Fred Papenmeier
	 		Title:	Vice President & Manager



 


Tax Benefits Preservation
Plan


 



    


     


    

 



 


Exhibit A


 


FORM OF


 


CERTIFICATE OF DESIGNATION


 


OF


 


SERIES A JUNIOR PARTICIPATING SERIAL
PREFERRED STOCK


 


OF


 


UNITED AIRLINES HOLDINGS, INC.



Pursuant to Section 151 of the

General Corporation Law of the State of Delaware


 


The undersigned hereby
certifies that the following resolution was duly adopted by the board of directors of United Airlines Holdings, Inc., a Delaware
corporation (the “Corporation”), on December 4, 2020:


 


RESOLVED, that pursuant
to the authority vested in the board of directors of the Corporation (the “Board”) by the Corporation’s
Amended and Restated Certificate of Incorporation (the “Charter”), the Board hereby creates, authorizes
and provides for the issue of a series of Serial Preferred Stock, without par value, of the Corporation, to be designated “Series A
Junior Participating Serial Preferred Stock” (hereinafter referred to as the “Series A Preferred Stock”),
initially consisting of 1,000,000 shares, and to the extent that the designations, powers, preferences and relative and other special
rights and the qualifications, limitations or restrictions of the Series A Preferred Stock are not stated and expressed in
the Charter, hereby fixes and herein states and expresses such designations, powers, preferences and relative and other special
rights and the qualifications, limitations and restrictions thereof, as follows:


 


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


 






    A-1


     


    

 


Section 2.
Dividends and Distributions.


 


(a)       Subject
to the prior and superior rights of the holders of any shares of any series of Preferred Stock (as defined in the Charter)
ranking prior and superior to the shares of Series A Preferred Stock with respect to dividends, the holders of shares of
Series A Preferred Stock, in preference to the holders of common stock, par value $0.01 per share, of the Corporation
(the “Common Stock”) shall be entitled to receive, when, as and if declared by the Board out of
funds legally available for the purpose, quarterly dividends payable in cash on the last business day of March, June,
September and December in each year (each such date being referred to herein as a “Quarterly Dividend Payment
Date”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction
of a share of Series A Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of
(i) $1,000 or (ii) subject to the provision for adjustment hereinafter set forth, 1,000 times the aggregate per
share amount of all cash dividends, plus 1,000 times the aggregate per share amount (payable in kind) of all non-cash
dividends or other distributions other than a dividend payable in shares of Common Stock or a subdivision of the outstanding
shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding
Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of
any share or fraction of a share of Series A Preferred Stock. In the event the Corporation, at any time after December
4, 2020 (the “Rights Declaration Date”), (x) declares any dividend on Common Stock payable in
shares of Common Stock, (y) subdivides the outstanding Common Stock or (z) combines the outstanding Common Stock
into a smaller number of shares, then in each case the amount to which holders of shares of Series A Preferred Stock
were entitled immediately prior to such event under clause (ii) of the preceding sentence shall be adjusted by
multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately
after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior
to such event.


 


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


 


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


 






    A-2


     


    

 





Section 3.
Certain Restrictions.


 


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


 


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


 


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


 


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


 


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


 


(b)       The
Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for consideration any shares of
stock of the Corporation unless the Corporation could, under Section 3(a) above, purchase or otherwise acquire such
shares at such time and in such manner.


 






    A-3


     


    

 


Section 4.
Reacquired Shares. Any shares of Series A Preferred Stock purchased or otherwise acquired by the Corporation in
any manner whatsoever shall be retired and cancelled promptly after the acquisition thereof. All such shares shall upon their cancellation
become authorized but unissued shares of Serial Preferred Stock (as defined in the Charter) and may be reissued as part of a new
series of Serial Preferred Stock to be created by resolution or resolutions of the Board, subject to the conditions and restrictions
on issuance set forth herein.


 


Section 5.
Liquidation, Dissolution or Winding Up.


 


(a)       Upon
any liquidation (voluntary or otherwise), dissolution or winding up of the Corporation, no distribution shall be made to the holders
of shares of capital stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A
Preferred Stock unless, prior thereto, the holders of shares of Series A Preferred Stock shall have received $1,000 per share,
plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment
(the “Series A Liquidation Preference”). Following the payment of the full amount of the Series A
Liquidation Preference, no additional distributions shall be made to the holders of shares of Series A Preferred Stock unless,
prior thereto, the holders of shares of Common Stock have received an amount per share (the “Common Adjustment”)
equal to the quotient obtained by dividing (i) the Series A Liquidation Preference by (ii) 1,000 (as appropriately
adjusted as set forth in Section 5(c) below to reflect such events as stock splits, reverse stock splits, stock dividends
and recapitalizations with respect to the Common Stock) (such number in clause (ii), the “Adjustment Number”).
Following the payment of the full amount of the Series A Liquidation Preference and the Common Adjustment in respect of all
outstanding shares of Series A Preferred Stock and Common Stock, respectively, and the payment of liquidation preferences
of all other shares of capital stock which rank prior to or on a parity with Series A Preferred Stock, holders of Series A
Preferred Stock and holders of shares of Common Stock shall receive their ratable and proportionate share of the remaining assets
to be distributed in the ratio of the Adjustment Number to 1 with respect to such Serial 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 A Liquidation Preference
and the liquidation preferences of all other series of Preferred Stock, if any, which rank on a parity with the Series A Preferred
Stock, then such remaining assets shall be distributed ratably to the holders of such parity shares in proportion to their respective
liquidation preferences. In the event, however, that there are not sufficient assets available to permit payment in full of the
Common Adjustment, then such remaining assets shall be distributed ratably to the holders of Common Stock.


 






    A-4


     


    

 





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


 


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


 


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


 


Section 9.
Ranking. The Series A Preferred Stock shall rank junior to all other series of the Corporation’s Preferred Stock
as to the payment of dividends and the distribution of assets, whether or not upon the dissolution, liquidation or winding up of
the Corporation, unless the terms of any such series provides otherwise.


 


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


 


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


 


* * * * * * *


 






    A-5


     


    

 





IN WITNESS WHEREOF,
the Corporation has executed this Certificate of Designation as of December 4, 2020.


 


	 	UNITED AIRLINES HOLDINGS, INC.
	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 


Certificate of Designation









     


     


    

 





Exhibit B


 


[Form of Rights Certificate]


 


Certificate No. R-          __________ Rights


 


NOT EXERCISABLE AFTER DECEMBER 4, 2023
OR EARLIER IF REDEEMED OR EXCHANGED BY THE COMPANY OR AN EARLIER “EXPIRATION TIME” (AS DEFINED IN THE TAX BENEFITS
PRESERVATION PLAN) OCCURS. AS SET FORTH IN THE TAX BENEFITS PRESERVATION PLAN, 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 TAX BENEFITS PRESERVATION PLAN. UNDER CERTAIN
CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN “ACQUIRING PERSON” OR ANY “RELATED PERSON” OF AN “ACQUIRING
PERSON” (AS SUCH TERMS ARE DEFINED IN THE TAX BENEFITS PRESERVATION PLAN) AND ANY SUBSEQUENT HOLDER OF SUCH RIGHTS SHALL
BECOME NULL AND VOID.


 


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


 





 



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


 






    B-1


     


    

 



 


Rights
Certificate


 


UNITED AIRLINES HOLDINGS, INC.


 


This certifies that
__________, or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the
owner thereof, subject to the terms, provisions and conditions of the Tax Benefits Preservation Plan, dated as of December 4, 2020
(as amended from time to time in accordance with its terms, the “Tax Benefits Preservation Plan”), by
and between United Airlines Holdings, Inc., a Delaware corporation (the “Company”), and Computershare
Trust Company, N.A., the rights agent (and any successor rights agent, the “Rights Agent”), to purchase
from the Company at any time prior to 5:00 P.M. (New York City time) on December 4, 2023 or the occurrence of any earlier Expiration
Time (as such term is defined in the Tax Benefits Preservation Plan) at the office or offices of the Rights Agent designated for
such purpose, or its successors as Rights Agent, one one-thousandth of a fully paid, non-assessable share of Series A Junior
Participating Serial Preferred Stock, without par value (the “Preferred Stock”), of the Company, at an
exercise price of $250.00 per one one-thousandth of a share (the “Exercise Price”), upon presentation
and surrender of this Rights Certificate with the Form of Election to Purchase and related Certificate properly completed and duly
executed. The number of Rights evidenced by this Rights Certificate (and the number of shares which may be purchased upon exercise
thereof) set forth above, and the Exercise Price per share set forth above, are the number and Exercise Price as of December 4,
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 (as such term is defined in the Tax Benefits Preservation Plan) that, upon any exercise of Rights, a number
of Rights be exercised so that only whole shares of Preferred Stock will be issued. Capitalized terms used but not defined herein
shall having the meanings specified in the Tax Benefits Preservation Plan.


 


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


 


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


 


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


 






    B-2


     


    

 


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


 


Subject to the provisions
of the Tax Benefits Preservation Plan, the Rights evidenced by this Rights Certificate may, in each case at the option of the Company,
be (i) redeemed by the Company at a redemption price of $0.001 per Right or (ii) exchanged in whole or in part for shares
of common stock, par value $0.01 per share, of the Company. Immediately upon the action of the Board of Directors of the Company
authorizing redemption, the Rights shall terminate and the only right of the holders of Rights shall be to receive the redemption
price.


 


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


 


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


 


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


 


* * * * * * *


 






    B-3


     


    

 


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


 


Dated as of _______ __, 20__


 


	 	UNITED
    AIRLINES HOLDINGS, INC.
	 	 
	 	By:	 
	 	 	Name: 	        
	 	 	Title:	 




 


	Countersigned:	 
	 	 
	COMPUTERSHARE
    TRUST COMPANY, N.A.	 
	 	 
	By: 	 	 
	 	Name: 	                	 
	 	Title:	 	 




 






    B-4


     


    

 


[Form of Reverse Side of Rights
Certificate]


 


FORM OF ASSIGNMENT


 


(To be executed by the registered holder
if such


 


holder desires to transfer the Rights Certificate.)


 


FOR VALUE RECEIVED __________________________________________________________
hereby sells, assigns and transfers unto ________________________________________________________________________


 


________________________________________________________________________


(Please print name and address of transferee)


 


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


 


Dated: ______________, _______


 


___________________________


Signature


 


Signature Medallion Guaranteed:


 


Signatures must be guaranteed by an eligible
institution participating in a recognized signature guarantee medallion program at a guarantee level acceptable to the Rights Agent.


 






    B-5


     


    

 


CERTIFICATE


 


The undersigned hereby
certifies by checking the appropriate boxes that:


 


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


 


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


 


Dated: ______________, _______


 


___________________________


Signature


 


Signature Medallion Guaranteed:


 


Signatures must be guaranteed by an eligible
institution participating in a recognized signature guarantee medallion program at a guarantee level acceptable to the Rights Agent.


 






    B-6


     


    

 


NOTICE


 


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


 


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


 






    B-7


     


    

 



 


FORM OF ELECTION TO PURCHASE


 


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


 


TO: UNITED AIRLINES HOLDINGS, INC.


 


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


 


Please insert social security or
other identifying number: ______________________


 


________________________________________________________________

(Please print name and address)


 


________________________________________________________________


 


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


 


Please insert social security or
other identifying number: ______________________


 


_________________________________________________________________

(Please print name and address)


 


_________________________________________________________________


 


Dated: ______________, _______


 


_____________________________

Signature


 


Signature Medallion Guaranteed:


 


Signatures must be guaranteed by an eligible
institution participating in a recognized signature guarantee medallion program at a guarantee level acceptable to the Rights Agent.


 






    B-8


     


    

 


CERTIFICATE


 


The undersigned hereby
certifies by checking the appropriate boxes that:


 


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


 


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


 


Dated: ______________, _______


 


_____________________________

Signature


 


Signature Medallion Guaranteed:


 


Signatures must be guaranteed by an eligible
institution participating in a recognized signature guarantee medallion program at a guarantee level acceptable to the Rights Agent.


 



    B-9


     


    

 


NOTICE


 


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


 


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


 






    B-10


     


    

 


Exhibit C


 


SUMMARY OF RIGHTS TO PURCHASE PREFERRED
STOCK


 


On December 4, 2020,
the board of directors (the “Board”) of United Airlines Holdings, Inc., a Delaware corporation (the “Company”),
adopted a tax benefits preservation plan and declared a dividend of one right (a “Right”) for each outstanding
share of Company common stock, par value $0.01 per share (“Common Stock”), to stockholders of record
at the close of business on December 14, 2020 (the “Record Date”). Each Right entitles its holder, under
the circumstances described below, to purchase from the Company one one-thousandth of a share of Series A Junior Participating
Serial Preferred Stock, without par value (“Preferred Stock”), of the Company at an exercise price of
$250.00 per Right, subject to adjustment. The description and terms of the Rights are set forth in the tax benefits preservation
plan, dated as of December 4, 2020 (the “Tax Benefits Preservation Plan”), between the Company and Computershare
Trust Company, N.A., as rights agent (and any successor rights agent, the “Rights Agent”).


 


The Company adopted
the Tax Benefits Preservation Plan in order to protect against a possible limitation on the Company’s ability to use its
net operating losses (the “NOLs”) and certain other tax attributes to reduce potential future U.S. federal
income tax obligations. The NOLs and certain other tax attributes are valuable assets to the Company, which may inure to the benefit
of the Company and its stockholders. However, if the Company experiences an “ownership change,” as defined in Section
382 of the Internal Revenue Code of 1986, as amended (the “Code”), its ability to fully utilize the NOLs
and certain other tax attributes will be substantially limited and the timing of the usage of the NOLs and other tax attributes
could be substantially delayed, which could significantly impair the value of those assets. Generally, an “ownership change”
occurs if the percentage of the Company’s stock owned by one or more of its “5-percent shareholders” (as such
term is defined in Section 382 of the Code) increases by more than 50 percentage points over the lowest percentage of stock owned
by such stockholder or stockholders at any time over a three-year period. The Tax Benefits Preservation Plan is intended to prevent
against such an “ownership change” by deterring any person or group, together with its affiliates and associates, from
acquiring beneficial ownership of 4.9% or more of the Company’s securities.


 


The Tax Benefits Preservation
Plan should not interfere with any merger or other business combination approved by the Board.


 


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


 


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


 






    C-1


     


    

 


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


 


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


 


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


 


		·	the close of business on the tenth (10th) day after the “Stock Acquisition Date”
(which is defined as (a) the first date of public announcement that any person or group has become an “Acquiring Person,”
which is defined as a person or group that, together with its affiliates and associates, beneficially owns 4.9% or more of the
outstanding shares of Common Stock (with certain exceptions, including those described below) or (b) such other date, as determined
by the Board, on which a person or group has become an Acquiring Person) or



 


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



 


The Board may determine
that any person is an Acquiring Person if such person becomes the beneficial owner of 4.9% of the then-outstanding shares of Common
Stock under the regulations promulgated under the Code.


 


An Acquiring Person
does not include:


 


		·	the Company or any subsidiary of the Company;



 


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



 


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



 


		·	any person or group, together with its affiliates and associates, whose beneficial ownership of
4.9% or more of the then-outstanding shares of Common Stock will not jeopardize or endanger the availability to the Company of
any NOL or other tax attribute, as determined by the Board in its sole discretion prior to the time any person becomes an Acquiring Person (provided that such person will be an Acquiring Person if the Board subsequently makes a contrary determination in its sole discretion, regardless of the reason for such contrary determination); or



 






    C-2


     


    

 


		·	any person or group that, together with its affiliates and associates, as of immediately prior
to the first public announcement of the adoption of the Tax Benefits Preservation Plan, beneficially owns 4.9% or more of the outstanding
shares of Common Stock so long as such person or group continues to beneficially own at least 4.9% of the outstanding shares of
Common Stock and does not acquire shares of Common Stock to beneficially own an amount equal to or greater than the greater of
4.9% and the sum of the lowest beneficial ownership of such person or group since the public announcement of the adoption of the
Tax Benefits Preservation Plan plus one share of Common Stock.



 


In addition, the Tax
Benefits Preservation Plan provides that no person or group will become an Acquiring Person as a result of share purchases or issuances
directly from the Company or through an underwritten offering approved by the Board. Also, a person or group will not be an Acquiring
Person if the Board determines that such person or group has become an Acquiring Person inadvertently and such person or group
as promptly as practicable divests a sufficient number of shares so that such person or group would no longer be an Acquiring Person.
There are also certain exceptions for an “investment advisor” to mutual funds or a trustee of trusts qualified under
Section 401(a) of the Code sponsored by unrelated corporations, unless the Board determines, in its reasonable discretion, that
such investment advisor or trustee is deemed to beneficially own 4.9% or more of the shares of Common Stock then outstanding under
specified regulations promulgated under the Code.


 


Certain synthetic interests
in securities created by derivative positions, whether or not such interests are considered to be ownership of the underlying Common
Stock or are reportable for purposes of Regulation 13D of the Securities Exchange Act of 1934, as amended, are treated as beneficial
ownership of the number of shares of Common Stock equivalent to the economic exposure created by the derivative position, to the
extent actual shares of Common Stock are directly or indirectly held by counterparties to the derivatives contracts. In addition,
for purposes of the Tax Benefits Preservation Plan, a person or group is deemed to beneficially own shares that such person is
deemed to directly, indirectly or constructively own (as determined for purposes of Section 382 of the Code or the regulations
promulgated under the Code), and Warrants and Warrant Shares (as each is defined in the Warrant Agreement, dated as of April 20,
2020, between the Company and the United States Department of the Treasury and the Warrant Agreement, dated as of September 28,
2020 between the Company and the United States Department of the Treasury) are disregarded for purposes of determining beneficial
ownership.


 


Expiration
Time. The Rights will expire on the earliest to occur of (a) the close of business on December 4, 2023 (the
 “Final Expiration Time”), (b) the time at which the Rights are redeemed or exchanged by the Company
(as described below), (c) the close of business on the first business day following the certification of the voting results
of the Company’s 2021 annual meeting of stockholders, if stockholder approval of the Tax Benefits Preservation Plan has
not been obtained at such meeting, (d) upon the closing of any merger or other acquisition transaction involving the Company
pursuant to a merger or other acquisition agreement that has been approved by the Board before any person or group becomes an
Acquiring Person or (e) the time at which the Board determines that the NOLs and certain other tax attributes are utilized in
all material respects or that an ownership change under Section 382 of the Code would not adversely impact in any material
respect the time period in which the Company could use the NOLs and other tax attributes or materially impair the amount of
NOLs and other tax attributes that could be used by the Company in any particular time period, for applicable tax purposes
(the earliest of (a), (b), (c), (d) and (e) being herein referred to as the “Expiration Time”).


 






    C-3


     


    

 


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


 


For example, at an
exercise price of $250.00 per Right, each Right not owned by an Acquiring Person (or by certain related parties) following a Flip-in
Event would entitle its holder to purchase $500.00 worth of Common Stock for $250.00. Assuming that Common Stock had a per share
value of $50.00 at that time, the holder of each valid Right would be entitled to purchase ten shares of Common Stock for $250.00.


 


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


 


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



 


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



 


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



 


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


 


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


 






    C-4


     


    

 


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


 


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



 


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



 


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



 


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


 


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


 


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


 


Exemption
Requests. A person desiring to either (i) effect a transaction that might result in such person becoming a beneficial
owner of 4.9% or more of the then-outstanding shares of Common Stock or (ii) effect a transaction that might result in such person owning additional shares of Common Stock when such person already owns 4.9%
or more of the then-outstanding shares of Common Stock may, by following the procedures outlined in the Tax
Benefits Preservation Plan, request that the Board determine that such person would not be an Acquiring Person. In such case,
the Board may grant the exemption notwithstanding the effect on the Company’s NOLs and other tax attributes, if the
Board determines that such approval is in the best interests of the Company. The Board may impose any conditions that it
deems reasonable and appropriate in connection with any such determination, including restrictions on the ability of the
requesting person to transfer shares acquired by it in the transaction requiring approval.


 






    C-5


     


    

 


Amendment of
the Tax Benefits Preservation Plan. The Company and the Rights Agent may from time to time amend or supplement the Tax
Benefits Preservation Plan without the consent of the holders of the Rights. However, on or after the Stock Acquisition Date, no
amendment can materially adversely affect the interests of the holders of the Rights (other than the Acquiring Person, any of its
affiliates or associates or certain transferees of Acquiring Person or of any such affiliate or associate).


 


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


 


Additional Information.
A copy of the Tax Benefits Preservation Plan has been filed with the Securities and Exchange Commission as an exhibit to a registration
statement on Form 8-A and a current report on Form 8-K filed on December 4, 2020. A copy of the Tax Benefits Preservation Plan
is also available free of charge from the Company.


 


* * * * *


 


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


 






    C-6