Exhibit 4.2


 


EXECUTION VERSION 


 


 


Spok Holdings, Inc.


 


and


 


Computershare Trust Company, N.A.


 


as Rights Agent


 


Rights Agreement


 


Dated as of September 2, 2021


 




 






     


     


    

 


RIGHTS AGREEMENT


 


Rights Agreement, dated as
of September 2, 2021 (this “Agreement”), between Spok Holdings, Inc., a Delaware corporation (the “Company”),
and Computershare Trust Company, N.A., a federally chartered trust company, as Rights Agent (the “Rights Agent”).


 


RECITALS


 


WHEREAS, on September 2, 2021,
the Board of Directors (the “Board”) of the Company adopted this Agreement, and has authorized and declared a dividend
of one preferred stock purchase right (a “Right”) for each share of Common Stock (as defined in Section 1.6)
of the Company outstanding at the close of business on September 17, 2021 (the “Record Date”) and has authorized and
directed the issuance of one Right (subject to adjustment as provided herein) with respect to each share of Common Stock that shall become
outstanding between the Record Date and the earliest of the Distribution Date and the Expiration Date (as such terms are defined in Sections
3.1 and 7.1, respectively), each Right initially representing the right to purchase one tenth (subject to adjustment) of a
share of Series A Junior Participating Preferred Stock, par value $0.0001 per share (the “Series A Preferred”), of
the Company having the rights, powers and preferences set forth in the form of Certificate of Designations of Series A Junior Participating
Preferred Stock attached hereto as Exhibit A (as amended from time to time), upon the terms and subject to the conditions
hereinafter set forth; provided, however, that Rights may be issued with respect to Common Stock that shall become outstanding
after the Distribution Date and prior to the Expiration Date in accordance with Section 22.


 






    


     


    

 


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:


 


1.1.         “Acquiring
Person” shall mean any Person who or which, together with all Related Persons of such Person, shall be
the Beneficial Owner of 10% or more of the Common Stock then outstanding, but shall not include (i) an Exempt Person, (ii) any
Existing Holder, unless and until such time as such Existing Holder shall, after the first public announcement of this Agreement,
become the Beneficial Owner of one or more additional shares of Common Stock (other than pursuant to a dividend or distribution paid
or made by the Company on the outstanding Common Stock in Common Stock or pursuant to a split or subdivision of the outstanding
Common Stock), unless upon acquiring such Beneficial Ownership, such Existing Holder does not Beneficially Own 10% (20% in the case
of a Passive Institutional Investor) or more of the Common Stock then outstanding or (iii) a Passive Institutional Investor, so long
as such Person is not the Beneficial Owner of 20% or more of the shares of Common Stock of the Company then outstanding, provided
that if a formerly Passive Institutional Investor should report or become required to report Beneficial Ownership of shares of
Common Stock of the Company on Schedule 13D under the Exchange Act (or any comparable or successor report), such formerly Passive
Institutional Investor will not be deemed to be or to have become an Acquiring Person if (i) it is an Existing Holder, (ii) at the
time it reports or becomes required to report Beneficial Ownership of shares of Common Stock of the Company on Schedule 13D, such
formerly Passive Institutional Investor has Beneficial Ownership of less than 10% of the Common Stock then outstanding, or (iii) (A)
such formerly Passive Institutional Investor divests as promptly as practicable (as determined, in good faith, by the Board)
Beneficial Ownership of a sufficient number of shares of Common Stock of the Company so that it would no longer be an
 ‘Acquiring Person,’ as defined herein, and (B) prior to reducing its Beneficial Ownership to below 10%, such formerly
Passive Institutional Investor does not become the Beneficial Owner of one or more additional shares of Common Stock (other than
pursuant to a dividend or distribution paid or made by the Company on the outstanding Common Stock in Common Stock or pursuant to a
split or subdivision of the outstanding Common Stock). Notwithstanding the foregoing, no Person shall become an “Acquiring
Person” as the result of an acquisition of Common Stock by the Company which, by reducing the number of shares outstanding,
increases the proportionate number of shares Beneficially Owned by such Person to 10% (20% in the case of a Passive Institutional
Investor) or more of the Common Stock then outstanding; provided, however, that if a Person shall become the Beneficial Owner
of 10% (20% in the case of a Passive Institutional Investor) or more of the Common Stock then outstanding solely by reason of share
purchases by the Company and shall, after such share purchases by the Company, become the Beneficial Owner of one or more additional
shares of Common Stock (other than pursuant to a dividend or distribution paid or made by the Company on the outstanding Common
Stock in 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 Common Stock, such Person does not
Beneficially Own 10% (20% in the case of a Passive Institutional Investor) or more of the Common Stock then outstanding.
Notwithstanding the foregoing, if the Board determines in good faith that a Person who would otherwise be an “Acquiring
Person,” as defined pursuant to the foregoing provisions of this Section 1.1, has become such inadvertently (including,
without limitation, because (A) such Person was unaware that it Beneficially Owned a percentage of Common Stock that would otherwise
cause such Person to be an “Acquiring Person” or (B) such Person was aware of the extent of its Beneficial Ownership of
Common Stock but had no actual knowledge of the consequences of such Beneficial Ownership under this Agreement) and had no intention
of changing or influencing control of the Company, then such Person shall not be deemed to be or have become an “Acquiring
Person” at any time for any purposes of this Agreement unless and until such Person shall have failed to divest as promptly as
practicable (as determined, in good faith, by the Board) a sufficient number of shares of Common Stock so that such Person would no
longer be an Acquiring Person, as defined pursuant to the foregoing provisions of this Section 1.1. 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 such outstanding Common Stock of which any 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. The number of shares of Common Stock not outstanding that such Person is otherwise
deemed to Beneficially Own for purposes of this Agreement shall be deemed to be outstanding for the purpose of computing the
percentage of the outstanding number of shares of Common Stock owned by such Person but shall not be deemed to be outstanding for
the purpose of computing the percentage of outstanding Common Stock owned by any other Person. Notwithstanding the foregoing, if any
Person satisfying the requirements of Rule 13d-1(b)(1) (other than a
Person that so satisfies Rule 13d-1(b)(1) solely by reason of Rule 13d-1(b)(1)(ii)(E)) who would otherwise be an
 “Acquiring Person” has become so as a result of its actions in the ordinary course of such Person’s business as a
derivatives dealer, then such Person shall not be deemed to be or have become an “Acquiring Person” at any time for any
purposes of this Agreement unless and until the Board determines, in good faith, that such actions were taken with the intent or
effect of evading or assisting any other Person to evade the purposes and intent of this Agreement.


 






    2 


     


    

 


1.2.        
“Affiliate” and “Associate” shall have the respective meanings ascribed to such terms in
Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
as in effect on the date of this Agreement.


 


1.3.        
A Person shall be deemed the “Beneficial Owner” of and shall be deemed to “Beneficially Own”
or have “Beneficial Ownership” of any securities:


 


1.3.1.     
which such Person or any of such Person’s Related Persons, directly or indirectly, through any contract, arrangement, understanding,
relationship, or otherwise has or shares: (A) voting power, which includes the power to vote, or to direct the voting of, such security
(except that a Person shall not be deemed to be the Beneficial Owner of any security under this clause (A) if such voting
power arises solely from a revocable proxy or consent given to such Person in response to a public proxy or consent solicitation made
pursuant to, and in accordance with, Section 14(a) of the Exchange Act by means of a solicitation statement filed on Schedule 14A), and/or
(B) investment power, which includes the power to dispose, or to direct the disposition of, such security;


 


1.3.2.     
which such Person or any of such Person’s Related Persons, directly or indirectly, has the Right to Acquire; provided,
however, that a Person shall not be deemed the Beneficial Owner of, or to Beneficially Own, (x) securities tendered pursuant to a
tender or exchange offer made 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, (y) securities which such Person or any of such Person’s Related Persons, has a Right to
Acquire upon the exercise of Rights at any time prior to the time that any Person becomes an Acquiring Person, or (z) securities issuable
upon the exercise of Rights from and after the time that any Person becomes an Acquiring Person if such Rights were acquired by such
Person or any of such Person’s Related Persons prior to the Distribution Date or pursuant to Section 3.1 or Section 22 (“Original Rights”) or pursuant to Section 11.9 or Section 11.15 with respect to an adjustment
to Original Rights;


 


1.3.3.     
which are Beneficially Owned, directly or indirectly, by any other Person (or any Affiliate or Associate thereof) with whom such
Person or any of such Person’s Related Persons, has an agreement, arrangement or understanding to act together for the purpose
of acquiring, holding, voting or disposing of any securities of the Company (except that a Person shall not be deemed to be the Beneficial
Owner of any security under this Section 1.3.3 if such voting power arises solely from a revocable proxy or consent given to such
Person in response to a public proxy or consent solicitation made pursuant to, and in accordance with, Section 14(a) of the Exchange
Act by means of a solicitation statement filed on Schedule 14A);


 


1.3.4.     
which such Person would otherwise be deemed to be the beneficial owner pursuant to Rule 13d-3 or 13d-5 under the Exchange Act;
or


 






    3 


     


    

 


1.3.5.     
 which are “Beneficially Owned” (within the meaning
of Sections 1.3.1 through 1.3.4 hereof), directly or indirectly, by a Counterparty (as such term is defined in the immediately
following paragraph) (or any of such Counterparty’s Affiliates or Associates) that has any Synthetic Equity Position (as such term
is defined in the immediately following paragraph) (without regard to any short or similar position under the same or any other Synthetic
Equity Position) to which such Person or any of such Person’s Affiliates or Associates is a Receiving Party (as such term is defined
in the immediately following paragraph) and that is not otherwise included in the definition of Beneficial Ownership (within the meaning
of Sections 1.3.1 through 1.3.4 hereof); provided, however, that the number of shares of Common Stock of
the Company that a Person is deemed to “Beneficially Own” pursuant to this Section 1.3.5 in connection with a particular
Synthetic Equity Position shall not exceed the number of Notional Common Shares (as such term is defined in the immediately following
paragraph) with respect to such Synthetic Equity Position; provided further, that the number of securities Beneficially
Owned by each Counterparty (including its Affiliates and Associates) under a Synthetic Equity Position shall for purposes of this clause
Section 1.3.5 be deemed to include all securities that are Beneficially Owned, directly or indirectly, by any other Counterparty
(or any of such other Counterparty’s Affiliates or Associates) under any Synthetic Equity Position to which such first Counterparty
(or any of such first Counterparty’s Affiliates or Associates) is a Receiving Party, with this proviso being applied to successive
Counterparties as appropriate.


 


A
 “Synthetic Equity Position” is a “derivative
security” (as such term is defined in Rule 16a-1(c) under the Exchange Act) between
two parties (the “Receiving Party” and the “Counterparty”) that constitutes a “call
equivalent position” (as such term is defined in Rule 16a-1(b) under the Exchange Act); provided that, for the purposes
of the definition of “Synthetic Equity Position,” the term “derivative security” shall also include any security
or instrument that would not otherwise constitute a “derivative security” as a result of any feature that would make any
conversion, exercise or similar right or privilege of such security or instrument become determinable only at some future date or upon
the happening of a future occurrence, in which case the determination of the amount of securities into which such security or instrument
would be convertible or exercisable shall be made assuming that such security or instrument is immediately convertible or exercisable
at the time of such determination . The number of shares of Common Stock
of the Company specified or referenced in such derivative security contract (as determined by the Board in good faith) is the number
of “Notional Common Shares.” For the avoidance of doubt, interests in broad-based index options, broad-based index
futures and broad-based publicly traded market baskets of stocks approved for trading by the appropriate federal governmental authority
shall not be deemed to be Synthetic Equity Positions.


 


No Person shall be deemed to
be the “Beneficial Owner” of, to have “Beneficial Ownership” of or to “Beneficially Own” any securities
which such Person or any of such Person’s Related Persons would otherwise be deemed to “Beneficially Own” pursuant
to this Section 1.3 solely as a result of any merger or other acquisition agreement between the Company and such Person (or one
or more of such Person’s Related Persons) or the consummation of any transactions contemplated thereby, or any tender, voting or
support agreement entered into by such Person (or one or more of such Person’s Related Persons) in connection therewith or the
consummation of any transactions contemplated thereby, if, prior to such Person becoming an Acquiring Person, the Board has approved
such merger or other acquisition agreement, or such tender, voting or support agreement.


 






    4 


     


    

 


No Person who is an
officer, director or employee of an Exempt Person shall be deemed, solely by reason of such Person’s status or authority as
such, to be the “Beneficial Owner” of, to have “Beneficial Ownership” of or to “Beneficially
Own” any securities that are “Beneficially Owned” (as defined in this Section 1.3), including, without
limitation, in a fiduciary capacity, by an Exempt Person or by any other such officer, director or employee of an Exempt Person.


 


1.4.        
“Business Day” shall mean any day other than a Saturday, Sunday, or a day on which banking institutions in
the State of New York are authorized or obligated by law or executive order to close.


 


1.5.        
“close of business” on any given date shall mean 5:00 p.m., New York time, on such date; provided, however,
that if such date is not a Business Day it shall mean 5:00 p.m., New York time, on the next succeeding Business Day.


 


1.6.        
“Common Stock” when used with reference to the Company shall mean the Common Stock, par value $0.0001 per share,
of the Company. “Common Stock” when used with reference to any Person other than the Company shall mean the capital stock
with the greatest voting power, or the equity securities or other equity interest having power to control or direct the management of,
such other Person or, if such Person is a Subsidiary of another Person, the Person or Persons which ultimately control such first-mentioned
Person, and which has issued and outstanding such capital stock, equity securities or equity interest.


 


1.7.        
“Definitive Acquisition Agreement” shall mean any definitive written agreement entered into by the Company
that is conditioned on the approval by the holders of not less than a majority of the outstanding shares of Common Stock at a meeting
of the stockholders of the Company with respect to (i) a merger, consolidation, recapitalization, reorganization, share exchange, business
combination or similar transaction involving the Company or (ii) the acquisition in any manner, directly or indirectly, of more than
50% of the consolidated total assets (including, without limitation, equity securities of its subsidiaries) of the Company and its Subsidiaries.


 


1.8.        
“Exempt Person” shall mean the Company, any Subsidiary of the Company, in each case including, without limitation,
the officers and members of the board of directors thereof acting in their fiduciary capacities, or any employee benefit plan of the
Company or of any Subsidiary of the Company or any entity or trustee holding (or acting in a fiduciary capacity in respect of) 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.


 


1.9.       “Existing Holder” shall mean any Person who, immediately prior to the first public announcement of the adoption
of this Agreement, is the Beneficial Owner of 10% or more of the Common Stock then outstanding, together with any Affiliates and Associates
of such Person.


 


1.10.     “Passive
Institutional Investor” shall mean any Person who or which has reported or is required to report Beneficial Ownership of
shares of Common Stock of the Company on Schedule 13G under the Exchange Act (or any comparable or successor report), but only so
long as (x) such Person is eligible to report such ownership on Schedule 13G under the Exchange Act (or any comparable or successor
report), and (y) such Person has not reported and is not required to report such ownership on Schedule 13D under the Exchange Act
(or any comparable or successor report) and such Person does not hold shares of Common Stock of the Company on behalf of any other
Person who has reported or is required to report Beneficial Ownership of shares of Common Stock of the Company on such Schedule
13D.


 






    5 


     


    

 


1.11.    
“Person” shall mean any individual, partnership, joint venture, limited liability company, firm, corporation,
unincorporated association or organization, trust or other entity, and shall include any successor (by merger or otherwise) of any such
Person.


 


1.12.    
“Qualifying Offer” shall mean an offer determined by the Board to have, to the extent required for the type
of offer specified, each of the following characteristics:


 


1.12.1.       
a fully financed all-cash tender offer or an exchange offer offering shares of common stock of the offeror, or a combination thereof,
in each such case for any and all of the outstanding shares of Common Stock at the same per-share consideration;


 


1.12.2.       
an offer that has commenced within the meaning of Rule 14d-2(a) under the Exchange Act;


 


1.12.3.       
an offer whose offer price per share of Common Stock is greater than the highest reported market price for the Common Stock in
the twenty-four (24) months immediately preceding the commencement of such offer within the meaning of Rule 14d-2(a) under the Exchange
Act, with, in the case of an offer that includes shares of common stock of the offeror, such offer price per share of Common Stock being
determined using the lowest reported market price for common stock of the offeror during the five trading days immediately preceding
and the five trading days immediately following the commencement of such offer within the meaning of Rule 14d-2(a) under the Exchange
Act;


 


1.12.4.       
an offer that, within twenty (20) Business Days after the commencement date of the offer (or within ten (10) Business Days after
any increase in the offer consideration), does not result in a nationally recognized investment banking firm retained by the Board rendering
an opinion to the Board that the consideration being offered to the stockholders of the Company is either unfair or inadequate;


 


1.12.5.        if
the offer includes shares of common stock of the offeror, an offer pursuant to which (i) the offeror shall permit representatives of
the Company (including a nationally-recognized investment banking firm retained by the Board and legal counsel and an accounting
firm designated by the Company) to have access to such offeror’s books, records, management, accountants, financial advisors,
counsel and other appropriate outside advisors for the purposes of permitting such representatives to conduct a due diligence review
of the offeror in order to permit the Board to evaluate the offer and make an informed decision and, if requested by the Board, to
permit such investment banking firm (relying as appropriate on the advice of such legal counsel) to be able to render an opinion to
the Board with respect to whether the consideration being offered to the stockholders of the Company is fair from a financial point
of view, and (ii) within ten (10) Business Days after such representatives of the Company (including a nationally-recognized
investment banking firm retained by the Board and legal counsel and an accounting firm designated by the Company) shall have
notified the Company and the offeror that it had completed the due diligence review to its satisfaction (or following completion of
such due diligence review within ten (10) Business Days after any increase in the consideration being offered), such investment
banking firm does not render an opinion to the Board that the consideration being offered to the stockholders of the Company is
either unfair or inadequate and such investment banking firm does not, after the expiration of such ten (10) Business Day period,
render an opinion to the Board that the consideration being offered to the stockholders of the Company has become either unfair or
inadequate based on a subsequent disclosure or discovery of a development or developments that have had or would reasonably be
expected to have a material adverse affect on the value of the common stock of the offeror;


 






    6 


     


    

 


1.12.6.       
an offer that is subject only to the minimum tender condition described below in Section 1.11.9 of this definition and
other customary terms and conditions, which conditions shall not include any financing, funding or similar conditions or any requirements
with respect to the offeror or its agents being permitted any due diligence with respect to the books, records, management, accountants
or other outside advisers of the Company;


 


1.12.7.       
an offer pursuant to which the Company has received an irrevocable, legally binding written commitment of the offeror that the
offer will remain open until at least the later of (i) the date the Board redeems the outstanding Rights or exempts such offer from the
terms of this Agreement, (ii) if Special Meeting Demands are not received from the holders of a Requisite Percentage with respect to
such offer, ten (10) Business days after the end of the Board Evaluation Period and (iii) if a Special Meeting is duly requested in accordance
with Section 23.3, ten (10) Business Days after the date of the Special Meeting or, if no Special Meeting is held within the Special
Meeting Period, ten (10) Business Days following the last day of such Special Meeting Period;


 


1.12.8.        an
offer pursuant to which the Company has received an irrevocable, legally binding written commitment of the offeror that, in addition
to the minimum time periods specified in Section 1.11.7 of this definition, the offer, if it is otherwise to expire prior
thereto, will be extended for at least twenty Business Days after (i) any increase in the consideration being offered or (ii) any
bona fide alternative offer is commenced within the meaning of Rule 14d-2(a) under the Exchange Act; provided, however,
that such offer need not remain open, as a result of Section 1.11.7 and this Section 1.11.8, beyond (1) the time that
any other offer satisfying the criteria for a Qualifying Offer is then required to be kept open under Section 1.11.7 and
this Section 1.11.8, (2) the expiration date, as such date may be extended by public announcement (with prompt written notice
to the Rights Agent) in compliance with Rule 14e-1 under the Exchange Act, of any other tender offer for the Common Stock with
respect to which the Board has agreed to redeem the Rights immediately prior to acceptance for payment of Common Stock thereunder
(unless such other offer is terminated prior to its expiration without any Common Stock having been purchased thereunder) or (3)
three (3) Business Days after the stockholder vote with respect to approval of a Definitive Acquisition Agreement with another
offeror has been officially determined and certified by the inspectors of elections;


 






    7 


     


    

 


1.12.9.       
an offer that is conditioned on a minimum of at least a majority of (i) the shares of the Common Stock outstanding on a fully-diluted
basis and (ii) the outstanding shares of the Common Stock not held by the Person making such offer (or such Person’s Related Persons)
being tendered and not withdrawn as of the offer’s expiration date, which condition shall not be waivable;


 


1.12.10.   
an offer pursuant to which the Company has received an irrevocable, legally binding written commitment of the offeror to consummate,
as promptly as practicable upon successful completion of the offer, a second step transaction whereby all shares of the Common Stock
not tendered into the offer will be acquired at the same consideration per share of Common Stock actually paid pursuant to the offer,
subject to stockholders’ statutory appraisal rights, if any;


 


1.12.11.   
an offer pursuant to which the Company has received an irrevocable, legally binding written commitment of the offeror that no
amendments will be made to the offer to reduce the consideration being offered or to otherwise change the terms of the offer in a way
that is adverse to a tendering stockholder (other than extensions of the offer consistent with the terms thereof);


 


1.12.12.   
an offer (other than an offer consisting solely of cash consideration) pursuant to which the Company has received the written
representation and certification of the offeror and the written representations and certifications of the offeror’s Chief Executive
Officer and Chief Financial Officer, acting in such capacities, that (i) all facts about the offeror that would be material to making
an investor’s decision to accept the offer have been fully and accurately disclosed as of the date of the commencement of the offer
within the meaning of Rule 14d-2(a) of the Exchange Act, (ii) all such new facts will be fully and accurately disclosed on a prompt basis
during the entire period during which the offer remains open, and (iii) all required Exchange Act reports will be filed by the offeror
in a timely manner during such period; and


 


1.12.13.   
if the offer includes shares of common stock of the offeror, (i) the offeror is a publicly owned United States corporation
and its common stock is freely tradable and is listed or admitted to trading on either the NASDAQ Global Select Market, the NASDAQ Global
Market (“NASDAQ”) or the New York Stock Exchange (“NYSE”), (ii) no stockholder approval of the
offeror is required to issue such common stock, or, if required, such approval has already been obtained, (iii) no Person (including
such Person’s Related Persons) beneficially owns more than 20% of the voting stock of the offeror at the time of commencement of
the offer or at any time during the term of the offer, (iv) no other class of voting stock of the offeror is outstanding and (v) the
offeror meets the registrant eligibility requirements for use of Form S-3 for registering securities under the Securities Act, including,
without limitation, the filing of all required Exchange Act reports in a timely manner during the twelve calendar months prior to the
date of commencement of such offer.


 






    8 


     


    

 


For the purposes of the definition of Qualifying Offer,
 ‘fully financed’ shall mean that the offeror has sufficient funds for the offer and related expenses which shall be
evidenced by (i) firm, unqualified, written commitments from responsible financial institutions having the necessary financial
capacity, accepted by the offeror, to provide funds for such offer subject only to customary terms and conditions, (ii) cash or cash
equivalents then available to the offeror, set apart and maintained solely for the purpose of funding the offer with an irrevocable,
legally binding written commitment being provided by the offeror to the Board to maintain such availability until the offer is
consummated or withdrawn or (iii) a combination of the foregoing; which evidence has been provided to the Company prior to, or upon,
commencement of the offer. If an offer becomes a Qualifying Offer in accordance with this definition, but subsequently ceases to be
a Qualifying Offer as a result of the failure at a later date to continue to satisfy any of the requirements of this definition,
such offer shall cease to be a Qualifying Offer and the provisions of Section 23.3 shall no longer be applicable to such
offer.


 


1.13.             
“Related Person” shall mean, as to any Person, any Affiliates or Associates of such Person.


 


1.14.    
“Right to Acquire” shall mean a legal, equitable or contractual right to acquire (whether directly or indirectly
and whether exercisable immediately, or only after the passage of time, compliance with regulatory requirements, fulfillment of a condition
or otherwise), pursuant to any agreement, arrangement or understanding, whether or not in writing (excluding customary agreements entered
into in good faith with and between an underwriter and selling group members in connection with a firm commitment underwriting registered
under the Securities Act of 1933, as amended (the “Securities Act”)), or upon the exercise of any option, warrant
or right, through conversion of a security, pursuant to the power to revoke a trust, discretionary account or similar arrangement, pursuant
to the power to terminate a repurchase or similar so-called “stock borrowing” agreement or arrangement, or pursuant to the
automatic termination of a trust, discretionary account or similar arrangement.


 


1.15.    
“Stock Acquisition Date” shall mean the first date of public announcement (which, for purposes of this definition,
shall include, without limitation, the filing of a report pursuant to Section 13(d) of the Exchange Act or pursuant to a comparable successor
statute) by the Company or an Acquiring Person that an Acquiring Person has become such or that discloses information which reveals the
existence of an Acquiring Person or such earlier date as a majority of the Board shall become aware of the existence of an Acquiring
Person.


 


1.16.    
“Subsidiary” of any Person shall mean any partnership, joint venture, limited liability company, firm, corporation,
unincorporated association, trust or other entity of which a majority of the voting power of the voting equity securities or equity interests
is owned, of record or beneficially, directly or indirectly, by such Person.


 


1.17.    
A “Trigger Event” shall be deemed to have occurred upon any Person becoming an Acquiring Person.


 






    9 


     


    

 


1.18.    
 The following terms shall have the meanings defined for such terms in the Sections set forth below:


 


	Term	Section
	 	 
	Adjustment
    Shares	11.1.2
	Agreement	Preamble
	Board	Recitals
	Board
    Evaluation Period	23.3.1
	Book
    Entry Shares	3.1
	call
    equivalent position	1.3.5
	common
    stock equivalent	11.1.3
	Company	Preamble
	Counterparty	1.3.5
	current
    per share market price	11.4.1
	Current
    Value	11.1.3
	derivative
    security	1.3.5
	Distribution
    Date	3.1
	equivalent
    preferred stock	11.2
	Exchange
    Act	1.2
	Exchange
    Consideration	27.1
	Exemption
    Date	23.3.3
	Expiration
    Date	7.1
	Final
    Expiration Date	7.1
	Notional
    Common Shares	1.3.5
	NASDAQ	9
	Original
    Rights	1.3.2
	Outside
    Meeting Date	23.3.3
	Principal
    Party	13.2
	Purchase
    Price	4
	Qualifying
    Offer Resolution	23.3.1
	Receiving
    Party	1.3.5
	Record
    Date	Recitals
	Redemption
    Date	7.1
	Redemption
    Price	23.1
	Requisite
    Percentage	23.3.1
	Right	Recitals
	Right
    Certificate	3.1
	Rights
    Agent	Preamble
	Securities
    Act	1.12
	Security	11.4.1
	Series
    A Preferred	Recitals
	Special
    Meeting	23.3.1
	Special
    Meeting Demand	23.3.1
	Special
    Meeting Period	23.3.2
	Spread	11.1.3
	Substitution
    Period	11.1.3
	Summary
    of Rights	3.2
	Synthetic
    Equity Position	1.3.5
	Trading
    Day	11.4.1
	Trust	27.1
	Trust
    Agreement	27.1


 






    10 


     


    

 


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


 


Section 3.        
Issuance of Right Certificates.


 


3.1.         Rights
Evidenced by Stock Certificates. Until the earlier of (i) the close of business on the tenth (10th) Business Day
after the Stock Acquisition Date or (ii) the close of business on the tenth (10th) Business Day after the date of the
commencement of, or first public announcement of the intent of any Person (other than an Exempt Person) to commence, a tender or
exchange offer the consummation of which would result in any Person becoming an Acquiring Person (the earlier of (i) and (ii) being
herein referred to as the “Distribution Date”), (x) the Rights (unless earlier expired, redeemed or terminated)
will be evidenced (subject to the provisions of Section 3.2) by the certificates representing the Common Stock registered in
the names of the holders thereof or, in the case of uncertificated shares of Common Stock registered in book entry form
(“Book Entry Shares”), by notation in book entry (which certificates for Common Stock and Book Entry Shares shall
also be deemed to be Right Certificates) and not by separate certificates, and (y) the Rights (and the right to receive certificates
therefor) will be transferable only in connection with the transfer of the underlying Common Stock. The preceding sentence
notwithstanding, prior to the occurrence of a Distribution Date specified as a result of an event described in clause (ii) (or such
later Distribution Date as the Board may select pursuant to this sentence), the Board may postpone, one or more times, the
Distribution Date which would occur as a result of an event described in clause (ii) beyond the date set forth in such clause (ii);
provided, that the Company shall provide prompt written notice of any postponement under this sentence to the Rights Agent. As soon
as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign and the Company
(or, if requested, the Rights Agent at the expense of the Company and upon receipt of all relevant information) will send, by
first-class, postage-prepaid mail, to each record holder of Common Stock as of the close of business on the Distribution Date (other
than any Acquiring Person or any Related Person of an Acquiring  Person), at the address of such holder shown on the records of
the Company or the transfer agent or registrar for the Common Stock, one or more certificates for Rights, in substantially the form
of Exhibit B hereto (a “Right Certificate”), evidencing one Right (subject to adjustment as provided
herein) for each share of Common Stock so held. As of and after the Distribution Date, the Rights will be evidenced solely by such
Right Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date.
Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution
Date has not occurred.


 






    11 


     


    

 


3.2.        
Summary of Rights. On the Record Date or as soon as practicable thereafter, the Company will send or cause to be sent a
copy of a Summary of Rights to Purchase Series A Preferred, in substantially the form attached hereto as Exhibit C (the “Summary
of Rights”), by first-class, postage-prepaid mail, to each record holder of Common Stock as of the close of business on the
Record Date (other than any Acquiring Person or any Related Person of any Acquiring Person) at the address of such holder shown on the
records of the Company or the transfer agent or registrar for the Common Stock. Any failure to send a copy of the Summary of Rights shall
not invalidate the Rights or affect their transfer with the Common Stock. With respect to certificates representing Common Stock and
Book Entry Shares outstanding as of the close of business on the Record Date, until the Distribution Date (or the earlier Expiration
Date), the Rights will be evidenced by such certificates for Common Stock registered in the names of the holders thereof or Book Entry
Shares, as applicable, together with a copy of the Summary of Rights and the registered holders of the Common Stock shall also be registered
holders of the associated Rights. Until the Distribution Date (or the earlier Expiration Date), the surrender for transfer of any certificate
for Common Stock or Book Entry Shares outstanding at the close of business on the Record Date, with or without a copy of the Summary
of Rights, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby and the Book Entry Shares,
as applicable.


 


3.3.        
New Certificates and Uncertificated Shares After Record Date. Certificates for Common Stock that become outstanding (whether
upon issuance out of authorized but unissued Common Stock, disposition out of treasury or transfer or exchange of outstanding Common
Stock or otherwise) after the Record Date but prior to the earliest of the Distribution Date or the Expiration Date, or in certain circumstances
provided in Section 22 hereof, after the Distribution Date, shall have impressed, printed, stamped, written or otherwise affixed
onto them a legend in substantially the following form:


 


This certificate also evidences and
entitles the holder hereof to certain rights as set forth in a Rights Agreement between Spok Holdings, Inc. (the
 “Company”) and Computershare Trust Company, N.A., or any successor rights agent, as Rights Agent, dated as of
September 2, 2021, as the same may be amended from time to time (the “Agreement”), the terms of which are hereby
incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain
circumstances, as set forth in the Agreement, such Rights (as defined in the Agreement) will 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 Agreement
without charge after receipt of a written request therefor. As described in the Agreement, Rights which are owned by,
transferred to or have been owned by Acquiring Persons (as defined in the Agreement) or any Related Person (as defined in the
Agreement) of any Acquiring Person shall become null and void and will no longer be transferable.


 






    12 


     


    

 


With respect to any Book Entry Shares, such legend
shall be included in a notice to the record holder of such shares in accordance with applicable law. Until the Distribution Date (or
the earlier Expiration Date), the Rights associated with the Common Stock represented by such certificates and such Book Entry Shares
shall be evidenced solely by such certificates or the Book Entry Shares alone, and the surrender for transfer of any such certificates
or Book Entry Shares, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common
Stock represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock after the Record Date but prior
to the Distribution Date, any Rights associated with such Common Stock shall be deemed canceled and retired so that the Company shall
not be entitled to exercise any Rights associated with the Common Stock that are no longer outstanding.


 


Notwithstanding this Section
3.3, neither the omission of the legend required hereby, nor the failure to provide the notice thereof, shall affect the enforceability
of any part of this Agreement or the rights of any holder of the Rights.


 


Section 4.        
Form of Right Certificates. The Right Certificates (and the forms of election to purchase shares and assignment, including
the certifications therein, to be printed on the reverse thereof) shall each be substantially in the form set forth in Exhibit B
hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company
may deem appropriate and as are not inconsistent with the provisions of this Agreement (but which do not affect the rights, duties, liabilities
or responsibilities of the Rights Agent), or as may be required to comply with any applicable law or with any rule or regulation made
pursuant thereto or with any rule or regulation of any stock exchange or trading system on which the Rights may from time to time be
listed or quoted, or to conform to usage. Subject to the terms and conditions hereof, the Right Certificates, whenever issued, shall
be dated as of the Record Date, and shall show the date of countersignature by the Rights Agent, and on their face shall entitle the
holders thereof to purchase such number of tenths of a share of Series A Preferred as shall be set forth therein at the price per one
tenth of a share of Series A Preferred set forth therein (the “Purchase Price”), but the number of such tenths of
a share of Series A Preferred and the Purchase Price shall be subject to adjustment as provided herein.


 


Section 5.         Countersignature
and Registration. The Right Certificates shall be executed on behalf of the Company by the President and Chief Executive
Officer, the Chief Operating Officer and Chief Financial Officer and the Corporate Secretary and Treasurer of the Company, either
manually or by facsimile signature, and shall have affixed thereto the Company’s seal or a facsimile thereof which shall be
attested by the Secretary or any Assistant Secretary of the Company or by such officers as the Board may designate, either manually
or by facsimile signature. The Right Certificates shall be countersigned, either manually or by facsimile or other electronic
signature, by an authorized signatory of the Rights Agent. No Right Certificate shall be valid for any purpose unless so
countersigned. In case any officer of the Company who shall have signed any of the Right Certificates shall cease to be such officer
of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates,
nevertheless, may be countersigned by the Rights Agent, and issued and delivered by the Company with the same force and effect as
though the Person who signed such Right Certificates had not ceased to be such officer of the Company; and any Right Certificate may
be signed on behalf of the Company by any Person who, at the actual date of the execution of such Right Certificate, shall be a
proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Agreement any such
Person was not such an officer.


 






    13 


     


    

 


Following the Distribution
Date and receipt by the Rights Agent of written notice to that effect and all other relevant information referred to in this Agreement,
the Rights Agent will keep or cause to be kept, at its office or offices designated for such purposes, books for registration and transfer
of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates,
the number of Rights evidenced on its face by each of the Right Certificates, the certificate number of each of the Right Certificates
and the date of each of the Right Certificates.


 


Section 6.         Transfer,
Split Up, Combination and Exchange of Right Certificates; Mutilated, Destroyed, Lost or Stolen Right Certificates. Subject to
the provisions of this Agreement, including but not limited to Section 11.1.2 and Section 14, at any time after the
close of business on the Distribution Date, and at or prior to the close of business on the Expiration Date, any Right Certificate
or Right Certificates (other than Right Certificates representing Rights that have become void pursuant to Section 11.1.2 or
that have been exchanged pursuant to Section 27) may be transferred, split up, combined or exchanged for another Right
Certificate or Right Certificates, entitling the registered holder to purchase a like number of tenths of a share of Series A
Preferred as the Right Certificate or Right Certificates surrendered then entitled such holder to purchase. Any registered holder
desiring to transfer, split up, combine or exchange any Right Certificate shall make such request in writing delivered to the Rights
Agent, and shall surrender, together with any required form of assignment and certificate duly executed and properly completed, the
Right Certificate or Right Certificates to be transferred, split up or combined or exchanged at the office of the Rights Agent
designated for such purpose accompanied by signature guarantee from an eligible guarantor institution participating in a signature
guarantee program approved by the Securities Transfer Association, and any other reasonable evidence of authority that may be
reasonably required by the Rights Agent. Neither the Rights Agent nor the Company shall be obligated to take any action whatsoever
with respect to the transfer of any such surrendered Right Certificate or Right Certificates until the registered holder shall have
properly completed and duly executed the certificate contained in the form of assignment on the reverse side of such Right
Certificate or Right Certificates and shall have provided such additional evidence of the identity of the Beneficial Owner (or
former Beneficial Owner) thereof or any Related Person of such registered holder or such Beneficial Owner (or such former Beneficial
Owner), in each case, as the Company and/or Rights Agent shall reasonably request. Thereupon, the Rights Agent shall countersign and
deliver to the Person entitled thereto a Right Certificate or Right Certificates, as the case may be, as so requested. The Company
or the Rights Agent may require payment from the holders of Right Certificates of a sum sufficient to cover any tax or governmental
charge that be imposed in connection with any transfer, split up or combination or exchange of such Right 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. The Rights Agent shall not have any duty or obligation to take any action under any section of this Agreement that
requires the payment of taxes and/or charges unless and until it is reasonably satisfied that all such payments have been or will be
made.


 


Subject to the provisions of
Section 11.1.2, at any time after the Distribution Date and prior to the Expiration Date, upon receipt by the Company and the
Rights Agent of evidence reasonably satisfactory to them of the loss, theft, destruction or mutilation of a Right Certificate, and, in
case of loss, theft or destruction, of indemnity or security reasonably satisfactory to them, and, at the Company’s request, reimbursement
to the Company and the Rights Agent of all reasonable expenses incidental thereto, and upon surrender to the Rights Agent and cancellation
of the Right Certificate if mutilated, the Company will make and deliver a new Right Certificate of like tenor to the Rights Agent for
countersignature and delivery to the registered owner in lieu of the Right Certificate so lost, stolen, destroyed or mutilated.


 






    14 


     


    

 



 


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


 


7.1.        
Exercise of Rights. Subject to Section 11.1.2 and except as otherwise provided herein, the registered holder of any
Right Certificate may exercise the Rights evidenced thereby in whole or in part at any time after the Distribution Date upon surrender
of the Right Certificate, with the form of election to purchase and certification on the reverse side thereof properly completed and duly
executed, to the Rights Agent at the office of the Rights Agent designated for such purpose accompanied by a signature guarantee and such
other documentation as the Rights Agent may reasonably request, together with payment of the aggregate Purchase Price for the total number
of tenths of a share of Series A Preferred (or other securities, cash or other assets) as to which the Rights are exercised, at or prior
to the time (the “Expiration Date”) that is the earliest of (i) the close of business on August 31, 2022 (the “Final
Expiration Date”), (ii) the time at which the Rights are redeemed as provided in Section 23 (the “Redemption
Date”), (iii) the closing of any merger or other acquisition transaction involving the Company pursuant to an agreement of the
type described in Section 13.3 at which time the Rights are deemed terminated, or (iv) the time at which the Rights are exchanged
as provided in Section 27.


 


7.2.        
Purchase. The Purchase Price for each one tenth of a share of Series A Preferred pursuant to the exercise of a Right shall
be initially $50.95, shall be subject to adjustment from time to time as provided in Sections 11, 13 and 26 and shall be
payable in lawful money of the United States of America in accordance with Section 7.3.


 






    15 


     


    

 


7.3.         Payment
Procedures. Except as otherwise provided herein, upon receipt of a Right Certificate representing exercisable Rights, with the
form of election to purchase and certification properly completed and duly executed, accompanied by payment of the aggregate
Purchase Price for the total number of tenths of a share of Series A Preferred to be purchased and an amount equal to any applicable
tax or charge required to be paid by the holder of such Right Certificate in accordance with Section 9, in cash or by
certified or cashier’s check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly
(i)(A) requisition from any transfer agent of the Series A Preferred (or make available, if the Rights Agent is the transfer agent)
certificates for the number of shares of Series A Preferred to be purchased and the Company hereby irrevocably authorizes its
transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of shares of
Series A Preferred issuable upon exercise of the Rights hereunder with a depositary agent, requisition from such depositary agent
depositary receipts representing interests in such number of tenths of a share of Series A Preferred as are to be purchased (in
which case certificates for the Series A Preferred represented by such receipts shall be deposited by the transfer agent with the
depositary agent) and the Company hereby directs such depositary agent to comply with all such requests; (ii) when appropriate,
requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares in accordance with Section
14 or otherwise in accordance with Section 11.1.3; (iii) promptly after receipt of such certificates or depositary
receipts, cause the same to be delivered to the registered holder of such Right Certificate, or upon the order of the registered
holder of such Right Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate,
after receipt, promptly deliver such cash to the registered holder of such Right Certificate, or upon the order of the registered
holder of such Right Certificate, to such other Person as designated by such holder. In the event that the Company is obligated to
issue other securities of the Company, pay cash and/or distribute other property pursuant to Section 11.1.3, the Company will
make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the
Rights Agent, if and when appropriate, and until so received, the Rights Agent shall have no duties or obligations with respect to
such securities, cash and/or property.


 


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


 


7.5.        
Full Information Concerning Ownership. 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 of Rights upon the occurrence of any purported
transfer or exercise of Rights pursuant to Section 6 or as set forth in this Section 7 unless the certification contained
in the form of election to purchase set forth on the reverse side of the Right Certificate surrendered for such exercise shall have been
properly completed and duly executed by the registered holder thereof and the Company shall have been provided with such additional evidence
of the identity of the Beneficial Owner (or former Beneficial Owner) thereof or any Related Person of such registered holder or such Beneficial
Owner (or such former Beneficial Owner), in each case, as the Company or the Rights Agent shall reasonably request.


 


Section 8.         Cancellation
and Destruction of Right Certificates. All Right Certificates surrendered for the purpose of exercise, transfer, split up,
combination or exchange shall, if surrendered to the Company or to any of its agents, be delivered to the Rights Agent for
cancellation or in canceled form, or, if surrendered to the Rights Agent, shall be canceled by it, and no Right Certificates shall
be issued in lieu thereof except as expressly permitted by any of the provisions of this Agreement. The Company shall deliver to the
Rights Agent for cancellation and retirement, and the Rights Agent shall so cancel and retire, any other Right Certificate purchased
or acquired by the Company otherwise than upon the exercise thereof. Subject to applicable law and regulation, the Rights Agent
shall maintain in a retrievable database electronic records or physical records of all cancelled or destroyed Rights Certificates
which have been cancelled or destroyed by the Rights Agent. The Rights Agent shall maintain such electronic records or physical
records for the time period required by applicable law and regulation. Upon written request of the Company (and at the expense of
the Company), the Rights Agent shall provide to the Company or its designee copies of such electronic records or physical records
relating to Rights Certificates cancelled or destroyed by the Rights Agent. 


 






    16 


     


    

 


Section 9.        
Reservation and Availability of Capital Stock. The Company covenants and agrees that, from and after the Distribution Date,
it will cause to be reserved and kept available out of its authorized and unissued Series A Preferred (and, following the occurrence of
a Trigger Event, out of its authorized and unissued Common Stock or other securities or out of its shares held in its treasury) the number
of shares of Series A Preferred (and, following the occurrence of a Trigger Event, Common Stock and/or other securities) that will be
sufficient to permit the exercise in full of all outstanding Rights.


 


So long as the Series A Preferred
(and, following the occurrence of a Trigger Event, Common Stock and/or other securities) issuable upon the exercise of Rights may be listed
on the NASDAQ Global Select Market (“NASDAQ”) or any other national securities exchange or traded in the over-the-counter
market, the Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares reserved
for such issuance to be listed or admitted to trading on the NASDAQ or such other exchange or market upon official notice of issuance
upon such exercise.


 


The Company covenants and agrees
that it will take all such action as may be necessary to ensure that all Series A Preferred (and, following the occurrence of a Trigger
Event, Common Stock and/or other securities) delivered upon exercise of Rights shall, at the time of delivery of the certificates for
such shares (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable shares.


 


From and after such time
as the Rights become exercisable, the Company shall use its best efforts, if then necessary, to permit the issuance of Series A
Preferred upon the exercise of Rights, to register and qualify such Series A Preferred under the Securities Act and any applicable
state securities or “Blue Sky” laws (to the extent exemptions therefrom are not available), cause such registration
statement and qualifications to become effective as soon as possible after such filing and keep such registration and qualifications
effective until the earlier of the date as of which the Rights are no longer exercisable for such securities and the Expiration
Date. The Company may temporarily suspend, from time to time for a period of time not to exceed one hundred twenty (120) days in any
particular instance, the exercisability of the Rights in order to prepare and file a registration statement under the Securities Act
and permit it to become effective or in order to prepare and file any supplement or amendment to such registration statement that
the Board determines to be necessary and appropriate under applicable law. Upon any such suspension, the Company shall issue a
public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement
at such time as the suspension is no longer in effect. Notwithstanding any provision of this Agreement to the contrary, the Rights
shall not be exercisable in any jurisdiction unless the requisite qualification or exemption in such jurisdiction shall have been
obtained and until a registration statement under the Securities Act (if required) shall have been declared effective. The Company
shall promptly notify the Rights Agent in writing whenever it makes a public announcement pursuant to this paragraph of Section
9 and give the Rights Agent a copy of such announcement.


 






    17 


     


    

 


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


 


Section 10.    
Series A Preferred Record Date. Each Person in whose name any certificate for Series A Preferred (or Common Stock and/or
other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder
of record of the Series A Preferred (or Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate
shall be dated, the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price
(and any applicable taxes or charges) was made; provided, however, that if the date of such surrender and payment is a date upon
which the Series A Preferred (or Common Stock and/or other securities, as the case may be) transfer books of the Company are closed, such
Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated,
the next succeeding Business Day on which the Series A Preferred (or Common Stock and/or other securities, as the case may be) transfer
books of the Company are open. Prior to the exercise of the Rights evidenced thereby (or an exchange pursuant to Section 27), the
holder of a Right Certificate shall not be entitled to any rights of a holder of Series A Preferred (or Common Stock or other securities,
as the case may be) for which the Rights shall be exercisable, including, without limitation, the right to vote or to receive dividends
or other distributions, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.


 


Section 11.    
Adjustment of Purchase Price, Number of Shares or Number of Rights. The Purchase Price, the number of shares of Series A
Preferred or other securities or property purchasable upon exercise of each Right and the number of Rights outstanding are subject to
adjustment from time to time as provided in this Section 11.


 






    18 


     


    

 


11.1.    
Post-Execution Events.


 


11.1.1.  Corporate
Dividends, Reclassifications, Etc. In the event the Company shall, at any time after the date of this Agreement, (A) declare and
pay a dividend on the Series A Preferred payable in Series A Preferred, (B) subdivide the outstanding Series A Preferred, (C)
combine the outstanding Series A Preferred into a smaller number of shares of Series A Preferred or (D) issue any shares of its
capital stock in a reclassification of the Series A Preferred (including any such reclassification in connection with a
consolidation or merger in which the Company is the continuing or surviving corporation), except as otherwise provided in this Section
11.1.1, the Purchase Price in effect at the time of the record date for such dividend or of the effective date of such
subdivision, combination or reclassification, and the number and kind of shares of capital stock issuable on such date, shall be
proportionately adjusted so that the holder of any Right exercised after such time shall be entitled to receive the aggregate number
and kind of shares of capital stock which, if such Right had been exercised immediately prior to such date and at a time when the
Series A Preferred 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; provided, however, that in no event shall
the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of
the Company issuable upon exercise of one Right. If an event occurs which would require an adjustment under both Section
11.1.1 and Section 11.1.2, the adjustment provided for in this Section 11.1.1 shall be in addition to, and shall
be made prior to, the adjustment required pursuant to, Section 11.1.2.


 


11.1.2.  Acquiring
Person Events; Triggering Events. Subject to Section 27, in the event that a Trigger Event occurs, then, from and after
the first occurrence of such event, each holder of a Right, except as provided below, shall thereafter have a right to receive, upon
exercise thereof at a price per Right equal to the then current Purchase Price multiplied by the number of tenths of a share of
Series A Preferred for which a Right is then exercisable (without giving effect to this Section 11.1.2), in accordance with
the terms of this Agreement and in lieu of Series A Preferred, such number of shares of Common Stock as shall equal the result
obtained by (x) multiplying the then current Purchase Price by the number of tenths of a share of Series A Preferred for which a
Right is then exercisable (without giving effect to this Section 11.1.2) and (y) dividing that product by 50% of the current
per share market price of the Common Stock (determined pursuant to Section 11.4) on the first of the date of the occurrence
of, or the date of the first public announcement of, a Trigger Event (the “Adjustment Shares”); provided
that the Purchase Price and the number of Adjustment Shares shall thereafter be subject to further adjustment as appropriate in
accordance with Section 11.6. Notwithstanding the foregoing, upon and after the occurrence of a Trigger Event, any Rights
that are or were acquired or Beneficially Owned by (1) any Acquiring Person or any Related Person of such Acquiring Person, (2) a
transferee of any Acquiring Person (or of any Related Person of such Acquiring Person) who becomes a transferee after the Acquiring
Person becomes such, or (3) a transferee of any Acquiring Person (or of any Related Person of such Acquiring 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 to holders of equity interests in such Acquiring Person or to
any Person with whom the Acquiring Person has any continuing agreement, arrangement or understanding regarding the transferred
Rights or (B) a transfer which the Board has determined is part of a plan, arrangement or understanding which has as a primary
purpose or effect avoidance of this Section 11.1.2, and subsequent transferees, shall become void without any further action,
and any holder (whether or not such holder is an Acquiring Person or a Related Person of an Acquiring Person) of such Rights shall
thereafter have no right to exercise such Rights under any provision of this Agreement or otherwise. From and after the Trigger
Event, no Right Certificate shall be issued pursuant to Section 3 or Section 6 that represents Rights that are or have
become void pursuant to the provisions of this paragraph, and any Right Certificate delivered to the Rights Agent that represents
Rights that are or have become void pursuant to the provisions of this paragraph shall be canceled.


 






    19 


     


    

 


The Company shall use all reasonable
efforts to ensure that the provisions of this Section 11.1.2 are complied with, but shall have no liability to any holder of Right
Certificates or any other Person as a result of its failure to make any determinations with respect to any Acquiring Person or its Related
Persons or transferees hereunder.


 


From and after the occurrence
of an event specified in Section 13.1, any Rights that theretofore have not been exercised pursuant to this Section 11.1.2
shall thereafter be exercisable only in accordance with Section 13 and not pursuant to this Section 11.1.2.


 


11.1.3.  Insufficient
Shares. The Company may at its option substitute for Common Stock issuable upon the exercise of Rights in accordance with the
foregoing Section 11.1.2 a number of shares of Series A Preferred or fraction thereof such that the then current per share
market price of one share of Series A Preferred multiplied by such number or fraction is equal to the then current per share market
price of one share of Common Stock. In the event that upon the occurrence of a Trigger Event there shall not be sufficient Common
Stock authorized but unissued, or held by the Company as treasury shares, to permit the exercise in full of the Rights in accordance
with the foregoing Section 11.1.2, the Company shall take all such action as may be necessary to authorize additional Common
Stock for issuance upon exercise of the Rights, provided, however, that if the Company determines that it is unable to cause
the authorization of a sufficient number of additional shares of Common Stock, then, in the event the Rights become exercisable, the
Company, with respect to each Right and to the extent necessary and permitted by applicable law and any agreements or instruments in
effect on the date hereof to which it is a party, shall: (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 Purchase Price (such excess, the
 “Spread”) and (B) with respect to each Right (other than Rights which have become void pursuant to Section
11.1.2), make adequate provision to substitute for the Adjustment Shares, upon payment of the applicable Purchase Price, (1)
cash, (2) a reduction in the Purchase Price, (3) Series A Preferred, (4) other equity securities of the Company (including, without
limitation, shares, or fractions of shares, of preferred stock which, by virtue of having dividend, voting and liquidation rights
substantially comparable to those of the Common Stock, the Board has deemed in good faith to have substantially the same value as
the Common Stock) (each such share of preferred stock or fractions of shares of preferred stock constituting a “common
stock equivalent”), (5) debt securities of the Company, (6) other assets or (7) any combination of the foregoing having an
aggregate value equal to the Current Value, where such aggregate value has been determined by the Board based upon the advice of a
nationally recognized investment banking firm selected in good faith by the Board; provided, however, that if the Company
shall not have made adequate provision to deliver value pursuant to clause (B) above within thirty (30) days following the
occurrence of a Trigger Event, then the Company shall be obligated to deliver, to the extent necessary and permitted by applicable
law and any agreements or instruments in effect on the date hereof to which it is a party, upon the surrender for exercise of a
Right and without requiring payment of the Purchase Price, Common Stock (to the extent available) and then, if necessary, such
number or fractions of Series A Preferred (to the extent available) and then, if necessary, cash, which shares and/or cash have an
aggregate value equal to the Spread. The Company shall provide the Rights Agent with prompt reasonably detailed written notice of
any determination under the previous sentence. If, upon the occurrence of a Trigger Event, the Board shall determine in good faith
that it is likely that sufficient additional shares of Common Stock could be authorized for issuance upon exercise in full of the
Rights, then, if the Board so elects, the thirty (30) day period set forth above, may be extended to the extent necessary, but not
more than one hundred twenty (120) days following the occurrence of a Trigger Event, 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, is herein called the
 “Substitution Period”). To the extent that the Company determines that some actions need be taken pursuant to the
second and/or third sentences of this Section 11.1.3, the Company (x) shall provide that such action shall apply uniformly to
all outstanding Rights, and (y) may suspend the exercisability of the Rights until the expiration of the Substitution Period in
order to seek any authorization of additional shares and/or to decide the appropriate form of distribution to be made pursuant to
such first sentence and to determine the value thereof. In the event of any such suspension, the Company shall 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. The Company shall promptly notify the Rights Agent in writing whenever it temporarily
suspends the exercisability of the Rights or when any such suspension is no longer in effect, and shall give the Rights Agent a copy
of any public announcement under this Section 11.1.3. For purposes of this Section 11.1.3, the value of a share of
Common Stock shall be the then current per share market price (as determined pursuant to Section 11.4) on the date of the
occurrence of a Trigger Event and the value of any “common stock equivalent” shall be deemed to have the same value as
the Common Stock on such date. The Board may, but shall not be required to, establish procedures to allocate the right to receive
Common Stock upon the exercise of the Rights among holders of Rights pursuant to this Section 11.1.3.


 






    20 


     


    

 


11.2.     Dilutive
Rights Offering. In case the Company shall fix a record date for the issuance of rights, options or warrants to all holders of
Series A Preferred entitling them (for a period expiring within forty-five (45) calendar days after such record date) to subscribe
for or purchase Series A Preferred (or securities having the same rights, privileges and preferences as the Series A Preferred
(“equivalent preferred stock”)) or securities convertible into Series A Preferred or equivalent preferred stock
at a price per share of Series A Preferred or per share of equivalent preferred stock (or having a conversion or exercise price per
share, if a security convertible into or exercisable for Series A Preferred or equivalent preferred stock) less than the then
current per share market price of the Series A Preferred (as determined pursuant to Section 11.4) on such record date, the
Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately
prior to such record date by a fraction, the numerator of which shall be the number of shares of Series A Preferred and shares of
equivalent preferred stock outstanding on such record date plus the number of shares of Series A Preferred and shares of equivalent
preferred stock which the aggregate offering price of the total number of shares of Series A Preferred and/or shares of equivalent
preferred stock to be offered (and/or the aggregate initial conversion price of the convertible securities so to be offered) would
purchase at such current per share market price and the denominator of which shall be the number of shares of Series A Preferred and
shares of equivalent preferred stock outstanding on such record date plus the number of additional Series A Preferred and/or shares
of equivalent preferred stock to be offered for subscription or purchase (or into which the convertible securities so to be offered
are initially convertible); provided, however, that in no event shall the consideration to be paid upon the exercise of one
Right be less than the aggregate par value of the shares of capital stock of the Company issuable upon exercise of one Right. In
case such subscription price may be paid in a consideration part or all of which shall be in a form other than cash, the value of
such consideration shall be as determined in good faith by the Board, 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. Series A Preferred and shares of
equivalent preferred stock owned by or held for the account of the Company or any Subsidiary of the Company shall not be deemed
outstanding for the purpose of any such computation. Such adjustments shall be made successively whenever such a record date is
fixed; and in the event that such rights or warrants are not so issued, the Purchase Price shall be adjusted to be the Purchase
Price which would then be in effect if such record date had not been fixed.


 






    21 


     


    

 


11.3.    
Distributions. In case the Company shall fix a record date for the making of a distribution to all holders of the Series
A Preferred (including any such distribution made in connection with a consolidation or merger in which the Company is the continuing
or surviving corporation) of evidences of indebtedness, cash, securities or assets (other than a regular periodic cash dividend at a rate
not in excess of 125% of the rate of the last regular periodic cash dividend theretofore paid or, in case regular periodic cash dividends
have not theretofore been paid, at a rate not in excess of 50% of the average net income per share of the Company for the four quarters
ended immediately prior to the payment of such dividend, or a dividend payable in Series A Preferred (which dividend, for purposes of
this Agreement, shall be subject to the provisions of Section 11.1.1(A))) or convertible securities, or subscription rights or
warrants (excluding those referred to in Section 11.2), the Purchase Price to be in effect after such record date shall be determined
by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the then
current per share market price of the Series A Preferred (as determined pursuant to Section 11.4) 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) of the portion of the cash, assets, securities or evidences of indebtedness so to be distributed
or of such subscription rights or warrants applicable to one share of Series A Preferred and the denominator of which shall be such current
per share market price of the Series A Preferred (as determined pursuant to Section 11.4); provided, however, that in no
event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital
stock of the Company to be issued upon exercise of one Right. Such adjustments shall be made successively whenever such a record date
is fixed; and in the event that such distribution is not so made, the Purchase Price shall again be adjusted to be the Purchase Price
that would then be in effect if such record date had not been fixed.


 






    22 


     


    

 


11.4.    
Current Per Share Market Value.


 


11.4.1.  General.
For the purpose of any computation hereunder, the “current per share market price” of any security (a
 “Security” for the purpose of this Section 11.4.1) on any date shall be deemed to be the average of the
daily closing prices per share of such Security for the thirty (30) consecutive Trading Days (as such term is hereinafter defined)
immediately prior to, but not including, such date; provided, however, that in the event that the then current per share
market price of the Security is determined during any period following the announcement by the issuer of such Security of (i) a
dividend or distribution on such Security payable in shares of such Security or securities convertible into such shares or (ii) any
subdivision, combination or reclassification of such Security, and prior to the expiration of thirty (30) Trading Days after the
ex-dividend date for such dividend or distribution, or the record date for such subdivision, combination or reclassification, then,
and in each such case, the “current per share market price” shall be appropriately adjusted to reflect the then current
market price per share equivalent of such Security. The closing price for each day shall be the last sale price, regular way, or, in
case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported
in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the NASDAQ
or, if the Security is not listed or admitted to trading on the NASDAQ, as reported in the principal consolidated transaction
reporting system with respect to securities listed on the principal national securities exchange on which the Security is listed or
admitted to trading or, if the Security is not listed or admitted to trading on any national securities exchange, the last quoted
price or, if on such date the Security is not so quoted, the average of the high bid and low asked prices in the over-the-counter
market, as reported thereby or such other system then in use, or, if on any such date the Security is not quoted by any such
organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the
Security selected by the Board. If on any such date no such market maker is making a market in the Security, the fair value of the
Security on such date as determined in good faith by the Board shall be used. The term “Trading Day” shall mean a
day on which the principal national securities exchange on which the Security is listed or admitted to trading is open for the
transaction of business or, if the Security is not listed or admitted to trading on any national securities exchange, a Business
Day. If the Security is not publicly held or not so listed or traded, or if on any such date the Security is not so quoted and no
such market maker is making a market in the Security, “current per share market price” shall mean the fair value per
share as determined in good faith by the Board or, if at the time of such determination there is an Acquiring Person, by a
nationally recognized investment banking firm selected by the Board, which shall have the duty to make such determination in a
reasonable and objective manner, whose determination shall be described in a statement filed with the Rights Agent and shall be
conclusive for all purposes.


 


11.4.2.  Series
A Preferred. Notwithstanding Section 11.4.1, for the purpose of any computation hereunder, the “current per share
market price” of the Series A Preferred shall be determined in the same manner as set forth above in Section 11.4.1 (other
than the last sentence thereof). If the current per share market price of the Series A Preferred cannot be determined in the manner
described in Section 11.4.1, the “current per share market price” of the Series A Preferred shall be conclusively
deemed to be an amount equal to 10 (as such number may be appropriately adjusted for such events as stock splits, stock dividends
and recapitalizations with respect to the Common Stock occurring after the date of this Agreement) multiplied by the current per
share market price of the Common Stock (as determined pursuant to Section 11.4.1). If neither the Common Stock nor the Series
A Preferred are publicly held or so listed or traded, or if on any such date neither the Common Stock nor the Series A Preferred are
so quoted and no such market maker is making a market in either the Common Stock or the Series A Preferred, “current per share
market price” of the Series A Preferred shall mean the fair value per share as determined in good faith by the Board, or, if
at the time of such determination there is an Acquiring Person, by a nationally recognized investment banking firm selected by the
Board, which shall have the duty to make such determination in a reasonable and objective manner, which determination shall be
described in a statement filed with the Rights Agent and shall be conclusive for all purposes. For purposes of this Agreement, the
 “current per share market price” of one tenth of a share of Series A Preferred shall be equal to the “current per
share market price” of one share of Series A Preferred divided by 10.


 






    23 


     


    

 


11.5.    
Insignificant Changes. No adjustment in the Purchase Price shall be required unless such adjustment would require an increase
or decrease of at least 1% in the Purchase Price. Any adjustments which by reason of this Section 11.5 are not required to be made
shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Section 11 shall be made
to the nearest cent or to the nearest one-hundred thousandth of a share of Series A Preferred or the nearest ten-thousandth of a share
of Common Stock or other share or security, as the case may be.


 


11.6.    
Shares Other Than Series A Preferred. If as a result of an adjustment made pursuant to Section 11.1, the holder of
any Right thereafter exercised shall become entitled to receive any shares of capital stock of the Company other than Series A Preferred,
thereafter the number of such other shares so receivable upon exercise of any Right 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 Series A Preferred contained in Sections
11.1, 11.2, 11.3, 11.5, 11.8, 11.9 and 11.13, and the provisions of Sections 7, 9, 10, 13 and 14 with respect
to the Series A Preferred shall apply on like terms to any such other shares.


 


11.7.    
Rights Issued Subsequent to Adjustment. All Rights originally issued by the Company subsequent to any adjustment made to
the Purchase Price hereunder shall evidence the right to purchase, at the adjusted Purchase Price, the number of tenths of a share of
Series A Preferred and shares of other capital stock or other securities, assets or cash of the Company, if any, purchasable from time
to time hereunder upon exercise of the Rights, all subject to further adjustment as provided herein.


 


11.8.    
Effect of Adjustments on Existing Rights. Unless the Company shall have exercised its election as provided in Section
11.9, upon each adjustment of the Purchase Price as a result of the calculations made in Sections 11.2 and 11.3, each
Right outstanding immediately prior to the making of such adjustment shall thereafter evidence the right to purchase, at the adjusted
Purchase Price, that number of tenths of a share of Series A Preferred (calculated to the nearest one-hundred thousandth of a share of
Series A Preferred) obtained by (i) multiplying (x) the number of tenths of a share of Series A Preferred covered by a Right immediately
prior to this adjustment by (y) the Purchase Price in effect immediately prior to such adjustment of the Purchase Price and (ii) dividing
the product so obtained by the Purchase Price in effect immediately after such adjustment of the Purchase Price.


 






    24 


     


    

 


11.9.     Adjustment
in Number of Rights. The Company may elect on or after the date of any adjustment of the Purchase Price to adjust the number of
Rights, in substitution for any adjustment in the number of tenths of a share of Series A Preferred issuable upon the exercise of a
Right. Each of the Rights outstanding after such adjustment of the number of Rights shall be exercisable for the number of tenths of
a share of Series A Preferred 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 ten-thousandth)
obtained by dividing the Purchase Price in effect immediately prior to adjustment of the Purchase Price by the Purchase Price in
effect immediately after adjustment of the Purchase Price. The Company shall make a public announcement (with prompt written notice
thereof to the Rights Agent) of its election to adjust the number of Rights, indicating the record date for the adjustment, and, if
known at the time, the amount of the adjustment to be made. This record date may be the date on which the Purchase Price is adjusted
or any day thereafter, but, if the Right Certificates have been issued, shall be at least ten (10) days later than the date of the
public announcement. If Right Certificates have been issued, upon each adjustment of the number of Rights pursuant to this Section
11.9, the Company may, as promptly as practicable, cause to be distributed to holders of record of Right Certificates on such
record date Right Certificates evidencing, subject to Section 14, the additional Rights to which such holders shall be
entitled as a result of such adjustment, or, at the option of the Company, shall cause to be distributed to such holders of record
in substitution and replacement for the Right Certificates held by such holders prior to the date of adjustment, and upon surrender
thereof, if required by the Company, new Right Certificates evidencing all the Rights to which such holders shall be entitled after
such adjustment. Right Certificates 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 Purchase Price) and shall be registered in the names of the holders
of record of Right Certificates on the record date specified in the public announcement.


 


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


 


11.11. Par Value Limitations.
Before taking any action that would cause an adjustment reducing the Purchase Price below one tenth of the then par value, if any, of
the Series A Preferred or other shares of capital stock issuable upon exercise of the Rights, the Company shall take any corporate action
which may, in the opinion of its counsel, be necessary in order that the Company may validly and legally issue fully paid and nonassessable
Series A Preferred or other such shares at such adjusted Purchase Price.


 


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


 






    25 


     


    

 


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


 


11.14. Company Not to Diminish
Benefits of Rights. The Company covenants and agrees that after the earlier of the Stock Acquisition Date or Distribution Date it
will not, except as permitted by Section 23, Section 26 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 substantially diminish or otherwise eliminate
the benefits intended to be afforded by the Rights.


 


11.15. Adjustment of Rights
Associated with Common Stock. Notwithstanding anything contained in this Agreement to the contrary, in the event that the Company
shall at any time after the date hereof and prior to the Distribution Date (i) declare or pay any dividend on the outstanding Common Stock
payable in shares of Common Stock, (ii) effect a subdivision or consolidation of the outstanding Common Stock (by reclassification or
otherwise than by the payment of dividends payable in shares of Common Stock), or (iii) combine the outstanding Common Stock into a greater
or lesser number of shares of Common Stock, then in any such case, the number of Rights associated with each share of Common Stock then
outstanding, or issued or delivered thereafter but prior to the Distribution Date or in accordance with Section 22 shall be proportionately
adjusted so that the number of Rights thereafter associated with each share of Common Stock following any such event shall equal the result
obtained by multiplying the number of Rights associated with each share of Common Stock immediately prior to such event by a fraction,
the numerator of which shall be the total number of shares of Common Stock outstanding immediately prior to the occurrence of the event
and the denominator of which shall be the total number of shares of Common Stock outstanding immediately following the occurrence of such
event. The adjustments provided for in this Section 11.15 shall be made successively whenever such a dividend is declared or paid
or such a subdivision, combination or consolidation is effected.


 


Section 12.    
Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Sections 11
or 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 Common Stock or the Series A Preferred a copy of such certificate and (c) mail a brief summary thereof to each holder of a Right Certificate
(or if before the Distribution Date, to each holder of a certificate representing shares of Common Stock or Book Entry Shares in respect
thereof) in accordance with Section 25. The Rights Agent shall be fully protected in relying on any such certificate and on any
adjustment or statement therein contained and shall have no duty or liability with respect to and shall not be deemed to have knowledge
of any such adjustment unless and until it shall have received such certificate.


 






    26 


     


    

 


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


 


13.1.     Certain
Transactions. In the event that, from and after the first occurrence of a Trigger Event, directly or indirectly, (A) the Company
shall consolidate with, or merge with and into, any other Person and the Company shall not be the continuing or surviving
corporation, (B) any Person shall consolidate with the Company, or merge with and into the Company and the Company shall be the
continuing or surviving corporation of such merger and, in connection with such merger, all or part of the Common Stock shall be
changed into or exchanged for stock or other securities of the Company or any other Person or cash or any other property, or (C) the
Company shall sell, exchange, mortgage or otherwise transfer (or one or more of its Subsidiaries shall sell, exchange, mortgage or
otherwise transfer), in one or more transactions, assets or earning power aggregating 50% or more of the assets or earning power of
the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or one or more
wholly-owned Subsidiaries of the Company in one or more transactions each of which complies with Section 11.14), then, and in
each such case, proper provision shall be made so that (i) each holder of a Right (other than Rights which have become void pursuant
to Section 11.1.2) shall thereafter have the right to receive, upon the exercise thereof at a price per Right equal to the
then current Purchase Price multiplied by the number of tenths of a share of Series A Preferred for which a Right was exercisable
immediately prior to the first occurrence of a Trigger Event (as subsequently adjusted pursuant to Sections 11.1.1, 11.2, 11.3, 11.8, 11.9
and 11.12), in accordance with the terms of this Agreement and in lieu of Series A Preferred or Common Stock, such number of
validly authorized and issued, fully paid, non-assessable and freely tradable Common Stock of the Principal Party (as such term is
hereinafter defined) not subject to any liens, encumbrances, rights of first refusal or other adverse claims, as shall be equal to
the result obtained by (x) multiplying the then current Purchase Price by the number of tenths of a share of Series A Preferred for
which a Right was exercisable immediately prior to the first occurrence of a Trigger Event (as subsequently adjusted pursuant to Sections
11.1.1, 11.2, 11.3, 11.8, 11.9 and 11.12) and (y) dividing that product by 50% of the then
current per share market price of the Common Stock of such Principal Party (determined pursuant to Section 11.4) on the date
of consummation of such consolidation, merger, sale or transfer; provided that the price per Right so payable and the number
of shares of Common Stock of such Principal Party so receivable upon exercise of a Right shall thereafter be subject to further
adjustment as appropriate in accordance with Section 11.6 to reflect any events covered thereby occurring in respect of the
Common Stock of such Principal Party after the occurrence of such consolidation, merger, sale or transfer; (ii) such Principal Party
shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transfer, all of the obligations
and duties of the Company pursuant to this Agreement; (iii) the term “Company” shall thereafter be deemed to refer to
such Principal Party; and (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a
sufficient number of shares of its Common Stock in accordance with Section 9) in connection with such consummation as may be
necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its
Common Stock thereafter deliverable upon the exercise of the Rights; provided that, upon the subsequent occurrence of any
consolidation, merger, sale or transfer of assets or other extraordinary transaction in respect of such Principal Party, each holder
of a Right shall thereupon be entitled to receive, upon exercise of a Right and payment of the Purchase Price as provided in this Section
13.1, such cash, shares, rights, warrants and other property which such holder would have been entitled to receive had such
holder, at the time of such transaction, owned the Common Stock of the Principal Party receivable upon the exercise of a Right
pursuant to this Section 13.1, and such Principal Party shall take such steps (including, but not limited to, reservation of
shares of stock) as may be necessary to permit the subsequent exercise of the Rights in accordance with the terms hereof for such
cash, shares, rights, warrants and other property. The Company shall not consummate any such consolidation, merger, sale or transfer
unless prior thereto the Company and such Principal Party shall have executed and delivered to the Rights Agent a supplemental
agreement confirming that the requirements of this Section 13.1 and Section 13.2 shall promptly be performed in
accordance with their terms and that such consolidation, merger, sale or transfer of assets shall not result in a default by the
Principal Party under this Agreement as the same shall have been assumed by the Principal Party pursuant to this Section 13.1
and Section 13.2 and providing that, as soon as practicable after executing such agreement pursuant to this Section
13, the Principal Party, at its own expense, shall:


 


(1)        
prepare and file a registration statement under the Securities Act, if necessary, with respect to the Rights and the securities
purchasable upon exercise of the Rights on an appropriate form, use its best efforts to cause such registration statement to become effective
as soon as practicable after such filing and use its best efforts to cause such registration statement to remain effective (with a prospectus
at all times meeting the requirements of the Securities Act) until the Expiration Date and similarly comply with applicable state securities
laws;


 






    27 


     


    

 


(2)        
use its best efforts, if the Common Stock of the Principal Party shall be listed or admitted to trading on the NASDAQ 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 or such securities exchange;


 


(3)        
deliver to holders of the Rights historical financial statements for the Principal Party which comply in all respects with the
requirements for registration on Form 10 (or any successor form) under the Exchange Act; and


 


(4)        
obtain waivers of any rights of first refusal or preemptive rights in respect of the Common Stock of the Principal Party subject
to purchase upon exercise of outstanding Rights.


 


In case the Principal Party
has a provision in any of its authorized securities or in its articles or certificate of incorporation or by-laws or other instrument
governing its corporate affairs, which provision would have the effect of (i) causing such Principal 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 transaction referred
to in this Section 13, Common Stock or common stock equivalents of such Principal Party at less than the then current market price
per share thereof (determined pursuant to Section 11.4) or securities exercisable for, or convertible into, Common Stock or common
stock equivalents of such Principal Party at less than such then current market price (other than to holders of Rights pursuant to this
Section 13), or (ii) providing for any special payment, taxes, charges or similar provision in connection with the issuance of
the Common Stock of such Principal Party pursuant to the provision of Section 13, then, in such event, the Company hereby agrees
with each holder of Rights that it shall not consummate any such transaction unless prior thereto the Company and such Principal Party
shall have executed and delivered to the Rights Agent a supplemental agreement providing that the provision in question of such Principal
Party shall have been canceled, waived or amended, or that the authorized securities shall be redeemed, so that the applicable provision
will have no effect in connection with, or as a consequence of, the consummation of the proposed transaction.


 






    28 


     


    

 





The Company covenants and agrees
that it shall not, at any time after the Trigger Event, enter into any transaction of the type described in clauses (A) through (C) of
this Section 13.1 if (i) at the time of or immediately after such consolidation, merger, sale, transfer or other transaction there
are any rights, warrants or other instruments or securities outstanding or agreements in effect which would substantially diminish or
otherwise eliminate the benefits intended to be afforded by the Rights, (ii) prior to, simultaneously with or immediately after such consolidation,
merger, sale, transfer or other transaction, the stockholders of the Person who constitutes, or would constitute, the Principal Party
for purposes of Section 13.2 shall have received a distribution of Rights previously owned by such Person or any of its Related
Persons or (iii) the form or nature of organization of the Principal Party would preclude or limit the exercisability of the Rights. The
provisions of this Section 13 shall similarly apply to successive transactions of the type described in clauses (A) through (C)
of this Section 13.1.


 


13.2.    
Principal Party. “Principal Party” shall mean:


 


(i)                
in the case of any transaction described in clauses (A) or (B) of the first sentence of Section 13.1: (i) the Person that
is the issuer of the securities into which the Common Stock is converted in such merger or consolidation, or, if there is more than one
such issuer, the issuer the Common Stock of which has the greatest aggregate market value of shares outstanding, or (ii) if no securities
are so issued, (x) the Person that is the other party to the merger, if such Person survives said merger, or, if there is more than one
such Person, the Person the Common Stock of which has the greatest aggregate market value of shares outstanding or (y) if the Person that
is the other party to the merger does not survive the merger, the Person that does survive the merger (including the Company if it survives)
or (z) the Person resulting from the consolidation; and


 


(ii)             
in the case of any transaction described in clause (C) of the first sentence in Section 13.1, the Person that is the party
receiving the greatest portion of the assets 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 or earning power so transferred or if the
Person receiving the greatest portion of the assets or earning power cannot be determined, whichever of such Persons is the issuer of
Common Stock having the greatest aggregate market value of shares outstanding; provided, however, that in any such case described
in the foregoing clause (i) or (ii) of this Section 13.2, if the shares of Common Stock of such Person are not at such time or
have not been continuously over the preceding twelve (12) month period registered under Section 12 of the Exchange Act, then (1) if such
Person is a direct or indirect Subsidiary of another Person the shares of Common Stock of which are and have been so registered, the term
 “Principal Party” shall refer to such other Person, or (2) if such Person is a Subsidiary, directly or indirectly, of more
than one Person, the shares of Common Stock of all of which are and have been so registered, the term “Principal Party” shall
refer to whichever of such Persons is the issuer of Common Stock having the greatest aggregate market value of shares outstanding, or
(3) if 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 clauses (1) and (2) above shall apply to each of the owners having an interest
in the venture as if the Person owned by the joint venture was a Subsidiary of both or all of such joint venturers, and the Principal
Party in each such case shall bear the obligations set forth in this Section 13 in the same ratio as its interest in such Person
bears to the total of such interests.


 


13.3.    
 Approved Acquisitions. Notwithstanding anything contained herein to the contrary, upon the consummation of any merger or
other acquisition transaction of the type described in clause (A), (B) or (C) of Section 13.1 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 Affiliates or Associates)
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 7.1.


 






    29 


     


    

 



 


Section 14.    
Fractional Rights and Fractional Shares.


 


14.1.    
Cash in Lieu of Fractional Rights. The Company shall not be required to issue fractions of Rights or to distribute Right
Certificates which evidence fractional Rights (except prior to the Distribution Date in accordance with Section 11.15). In lieu
of such fractional Rights, there shall be paid to the registered holders of the Right Certificates with regard to which such fractional
Rights would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Right. For the
purposes of this Section 14.1, the current market value of a whole Right shall be the closing price of the Rights for the Trading
Day immediately prior to the date on which such fractional Rights would have been otherwise issuable. The closing price for any day shall
be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices,
regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or
admitted to trading on the NASDAQ or, if the Rights are not listed or admitted to trading on the NASDAQ, as reported in the principal
consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the
Rights are listed or admitted to trading or, if the Rights are not listed or admitted to trading on any national securities exchange,
the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported
by the NASDAQ or such other system then in use or, if on any such date the Rights are not quoted by any such organization, the average
of the closing bid and asked prices as furnished by a professional market maker making a market in the Rights selected by the Board. If
on any such date no such market maker is making a market in the Rights, the current market value of the Rights on such date shall be the
fair value of the Rights as determined in good faith by the Board, or, if at the time of such determination there is an Acquiring Person,
by a nationally recognized investment banking firm selected by the Board, which shall have the duty to make such determination in a reasonable
and objective manner, which determination shall be described in a statement filed with the Rights Agent and shall be conclusive for all
purposes.


 


14.2.     Cash
in Lieu of Fractional Shares of Series A Preferred. The Company shall not be required to issue fractions of shares of Series A
Preferred (other than fractions which are integral multiples of one tenth of a share of Series A Preferred) upon exercise or
exchange of the Rights or to distribute certificates which evidence fractional shares of Series A Preferred (other than fractions
which are integral multiples of one tenth of a share of Series A Preferred). Interests in fractions of shares of Series A Preferred
in integral multiples of one tenth of a share of Series A Preferred may, at the election of the Company, be evidenced by depositary
receipts, pursuant to an appropriate agreement between the Company and a depositary selected by it; provided, that such
agreement shall provide that the holders of such depositary receipts shall have all the rights, privileges and preferences to which
they are entitled as Beneficial Owners of the Series A Preferred represented by such depositary receipts. In lieu of fractional
shares of Series A Preferred that are not integral multiples of one tenth of a share of Series A Preferred, the Company shall pay to
the registered holders of Right Certificates at the time such Rights are exercised or exchanged as herein provided an amount in cash
equal to the same fraction of the current per share market price of one share of Series A Preferred (as determined in accordance
with Section 14.1) for the Trading Day immediately prior to the date of such exercise or exchange.


 






    30


     


    

 


14.3.    
Cash in Lieu of Fractional Shares of Common Stock. 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 upon the exercise or exchange of Rights. In lieu
of such fractional shares of Common Stock, the Company shall pay to the registered holders of the Right 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 (as determined in accordance with Section 14.1) for the Trading Day immediately prior to
the date of such exercise or exchange.


 


14.4.    
Waiver of Right to Receive Fractional Rights or Shares. The holder of a Right by the acceptance of the Rights expressly
waives his right to receive any fractional Rights or any fractional shares upon exercise or exchange of a Right, except as permitted by
this Section 14.


 


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


 


Section 15.    
Rights of Action. All rights of action in respect of this Agreement, except the rights of action given to the Rights Agent
under Section 18, are vested in the respective registered holders of the Right Certificates (and, prior to the Distribution Date,
the registered holders of the Common Stock); and any registered holder of any Right Certificate (or, prior to the Distribution Date, of
the Common Stock), without the consent of the Rights Agent or of the holder of any other Right Certificate (or, prior to the Distribution
Date, of the Common Stock), may, in his own behalf and for his own benefit, enforce this Agreement, and may institute and maintain any
suit, action or proceeding against the Company to enforce this Agreement, or otherwise enforce or act in respect of his right to exercise
the Rights evidenced by such Right Certificate (or, prior to the Distribution Date, such Common Stock) in the manner provided in such
Right Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically
acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement by the Company and shall
be entitled to specific performance of the obligations hereunder, and injunctive relief against actual or threatened violations of, the
obligations of the Company under this Agreement.


 






    31


     


    

 


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


 


(a)         
prior to the Distribution Date, the Rights will not be evidenced by a Right Certificate and will be transferable only in connection
with the transfer of the Common Stock;


 


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


 


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


 


(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.    
Right Certificate Holder Not Deemed a Stockholder. No holder, as such, of any Right Certificate shall be entitled to vote,
receive dividends or be deemed for any purpose the holder of the Series A Preferred or any other securities of the Company which may at
any time be issuable on the exercise of the Rights represented thereby, nor shall anything contained herein or in any Right Certificate
be construed to confer upon the holder of any Right Certificate, as such, any of the rights of a stockholder of the Company or any right
to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent
to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in Section 24),
or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by such Right Certificate shall have
been exercised in accordance with the provisions hereof.


 






    32


     


    

 


Section 18.    
    Concerning the Rights Agent.


 


18.1.    
The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder in accordance with
a fee schedule to be mutually agreed upon and, from time to time, on demand of the Rights Agent, to reimburse the Rights Agent for all
of its reasonable expenses and counsel fees and other disbursements incurred in the preparation, delivery, negotiation, amendment, administration
and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also covenants and agrees to indemnify
the Rights Agent for, and to hold it harmless against, any and all loss, liability, damage, judgment, fine, penalty, claim, demand, settlement,
cost or expense (including, without limitation, the reasonable fees and expenses of legal counsel) that may be paid, incurred or suffered
by it, or which it may become subject, without gross negligence, bad faith or willful misconduct on the part of the Rights Agent (which
gross negligence, bad faith, or willful misconduct must be determined by a final, non-appealable judgment of a court of competent jurisdiction)
for any action taken, suffered, or omitted to be taken by the Rights Agent in connection with the execution, acceptance, administration,
exercise and performance of its duties under this Agreement, including the costs and expenses of defending against any claim of liability
arising therefrom, directly or indirectly or enforcing its rights hereunder. The provisions under this Section 18 and Section
20 below shall survive the expiration of the Rights and the termination of this Agreement and the resignation, replacement or removal
of the Rights Agent. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the Company.


 


18.2.    
The Rights Agent shall be protected and shall incur no liability for or in respect of any action taken, suffered or omitted by
it in connection with its acceptance and administration of this Agreement and the exercise and performance of its duties hereunder, in
reliance upon any Right Certificate or certificate for the Series A Preferred or the Common Stock 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 such notice in writing.


 


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


 


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


 






    33


     


    

 


19.2.    
In case at any time the name of the Rights Agent shall be changed and at such time any of the Right Certificates shall have been
countersigned but not delivered, the Rights Agent may adopt the countersignature under its prior name and deliver Right Certificates so
countersigned; and in case at that time any of the Right Certificates shall not have been countersigned, the Rights Agent may countersign
such Right Certificates either in its prior name or in its changed name; and in all such cases such Right Certificates shall have the
full force provided in the Right Certificates and in this Agreement.


 


Section 20.    
Duties of Rights Agent. The Rights Agent undertakes the duties and obligations imposed by this Agreement upon the following
express terms and conditions (and no implied terms and conditions), by all of which the Company and the holders of Right Certificates,
or, prior to the Distribution Date, Common Stock by their acceptance thereof, shall be bound:


 


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


 


20.2.    
Certificates as to Facts or Matters. Whenever in the performance of its duties under this Agreement the Rights Agent shall
deem it necessary or desirable that any fact or matter (including the identity of any Acquiring Person and the determination of the current
market price) be proved or established by the Company prior to taking or suffering any action hereunder, such fact or matter (unless other
evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a certificate
signed by any one of the President and Chief Executive Officer, the Chief Operating Officer and Chief Financial Officer or the Corporate
Secretary and Treasurer of the Company and delivered to the Rights Agent; and such certificate shall be full authorization and protection
to the Rights Agent, and the Rights Agent shall incur no liability for or in respect of any action taken or suffered in absence of bad
faith by it under the provisions of this Agreement in reliance upon such certificate. The Rights Agent shall have no duty to act without
such certificate as set forth in this Section 20.2.


 


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


 






    34


     


    

 


20.4.    
Reliance on Agreement and Right Certificates. The Rights Agent shall not be liable for or by reason of any of the statements
of fact or recitals contained in this Agreement or in the Right Certificates (except as to its countersignature thereof) or be required
to verify the same, but all such statements and recitals are and shall be deemed to have been made by the Company only.


 


20.5.    
No Responsibility as to Certain Matters. The Rights Agent shall have any liability for or not be under any responsibility
in respect of the validity of this Agreement or the execution and delivery hereof (except the due execution hereof by the Rights Agent)
or in respect of the validity or execution of any Right Certificate (except its countersignature thereof); nor shall it be responsible
for any breach by the Company of any covenant or condition contained in this Agreement or in any Right Certificate; nor shall it be responsible
for any change in the exercisability of the Rights (including the Rights becoming void pursuant to Section 11.1.2) or any adjustment
required under the provisions of Sections 3, 11, 13, 23 or 27 or responsible for the manner, method or amount of any such
adjustment or the ascertaining of the existence of facts that would require any such adjustment or calculation (except with respect to
the exercise of Rights evidenced by Right Certificates after actual notice of any such change or adjustment upon which the Rights Agent
may rely); nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of
any Series A Preferred or other securities to be issued pursuant to this Agreement or any Right Certificate or as to whether any Series
A Preferred or other securities will, when so issued, be validly authorized and issued, fully paid and nonassessable.


 


20.6.    
Further Assurance by Company. The Company agrees that it will perform, execute, acknowledge and deliver or cause to be performed,
executed, acknowledged and delivered all such further and other acts, instruments and assurances as may reasonably be required by the
Rights Agent for the carrying out or performing by the Rights Agent of the provisions of this Agreement.


 


20.7.     Authorized
Company Officers. The Rights Agent is hereby authorized and directed to accept instructions with respect to the performance of
its duties hereunder from any person reasonably believed by the Rights Agent to be the President and Chief Executive Officer, the
Chief Operating Officer and Chief Financial Officer or the Corporate Secretary and Treasurer of the Company, and to apply to such
officers for advice or instructions in connection with its duties under this Agreement, and such advice or instructions shall
provide full authorization and protection to the Rights Agent and the Rights Agent, and it shall not be liable for any action taken,
suffered or omitted to be taken by it in accordance with the written advice or instructions of any such officer or for any delay in
acting while waiting for these instructions. The Rights Agent shall be fully authorized and protected in relying upon the most
recent advice or instructions received by any such officer. Any application by the Rights Agent for written instructions from the
Company may, at the option of the Rights Agent, set forth in writing any action proposed to be taken or omitted by the Rights Agent
with respect to its duties or obligations under this Agreement and the date on and/or after which such action shall be taken or such
omission shall be effective. The Rights Agent shall not be liable for any action taken, 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 therein (which date shall
not be less than three (3) Business Days after the date any such officer actually receives such application, unless any such officer
shall have consented in writing to an earlier date) unless, prior to taking, suffering or omitting to take of any such action (or
the effective date in the case of omission), the Rights Agent shall have received written instructions in response to such
application specifying the action to be taken, suffered or omitted to be taken.


 






    35


     


    

 


20.8.    
Freedom to Trade in Company Securities. The Rights Agent and any stockholder, director, officer, Affiliate 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 legal entity.


 


20.9.    
Reliance on Attorneys and Agents. The Rights Agent may execute and exercise any of the rights or powers hereby vested in
it or perform any duty hereunder either itself or by or through its attorneys or agents, and the Rights Agent shall not be answerable
or accountable for any act, omission, default, neglect or misconduct of any such attorneys or agents or for any loss to the Company or
any other Person resulting from any such act, omission, default, neglect or misconduct, absent gross negligence or bad faith in the selection
and continued employment thereof (which gross negligence or bad faith must be determined by a final, non-appealable judgment of a court
of competent jurisdiction).


 


20.10. No Risk of Own Funds.
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 any of its rights or powers if it believes that repayment of such
funds or adequate indemnification against such risk or liability is not reasonably assured to it.


 


20.11. Incomplete Certificate.
If, with respect to any Right Certificate surrendered to the Rights Agent for exercise or transfer, the certificate contained in the form
of assignment or the form of election to purchase set forth on the reverse thereof, as the case may be, has not been completed to certify
the holder is not an Acquiring Person (or a Related Person of an Acquiring Person), 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 20.11.


 


20.12. Rights Holders List.
At any time and from time to time after the Distribution Date, upon the request of the Company, the Rights Agent shall promptly deliver
to the Company a list, as of the most recent practicable date (or as of such earlier date as may be specified by the Company), of the
holders of record of Rights.


 






    36


     


    

 


20.13. No Interest. The
Rights Agent shall have no responsibility to the Company, any holders of Rights, any holders of shares of Common Stock or any other Person
for interest or earnings on any moneys held by the Rights Agent pursuant to this Agreement.


 


20.14. No Notice. The
Rights Agent shall not be required to take notice or be deemed to have notice of any event or condition hereunder, including any
event or condition that may require action by the Rights Agent, unless the Rights Agent shall be specifically notified in writing of such
event or condition by the Company, and all notices or other instruments required by this Agreement to be delivered to the Rights Agent
must, in order to be effective, be received by the Rights Agent as specified in Section 25 hereof, and in the absence of such notice
so delivered, the Rights Agent may conclusively assume no such event or condition exists.


 


20.15. Miscellaneous.


 


20.15.1.               
In the event the Rights Agent believes any ambiguity or uncertainty exists hereunder or in any notice, instruction, direction,
request or other communication, paper or document received by the Rights Agent hereunder, the Rights Agent, may, in its sole discretion,
refrain from taking any action, and shall be fully protected and shall not be liable in any way to Company, the holder of any Rights Certificate
or Book-Entry Shares or any other Person for refraining from taking such action, unless the Rights Agent receives written instructions
signed by the Company which eliminates such ambiguity or uncertainty to the satisfaction of Rights Agent.


 


20.15.2.               
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 without limitation obligations
under applicable regulation or law.


 


20.15.3.               
The Rights Agent shall act hereunder solely as agent for the Company. The Rights Agent shall not assume any obligations or relationship
of agency or trust with any of the owners or holders of the Rights or Common Stock.


 


20.15.4.               
The Rights Agent may rely on and be fully authorized and protected in acting or failing to act upon (a) any guaranty of signature
by an “eligible guarantor institution” that is a member or participant in the Securities Transfer Agents Medallion Program
or other comparable “signature guarantee program” or insurance program in addition to, or in substitution for, the foregoing;
or (b) any related law, act, regulation or any interpretation of the same even though such law, act, or regulation may thereafter have
been altered, changed, amended or repealed.


 


20.15.5.               
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.


 






    37


     


    

 


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’ prior notice in writing mailed to the Company and to each transfer agent of the Common Stock
and/or Series A Preferred (if the Rights Agent is not also the transfer agent), as applicable, by registered or certified mail.
Following the Distribution Date, the Company shall promptly notify the holders of the Right Certificates by first-class mail of any
such resignation. In the event the transfer agency relationship in effect between the Company and the Rights Agent terminates, the
Rights Agent will be deemed to have resigned automatically and be discharged from its duties under this Agreement as of the
effective date of such termination, and the Company shall be responsible for sending any required notice. The Company may remove the
Rights Agent or any successor Rights Agent upon thirty (30) days’ prior 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/or Series A Preferred, as applicable,
by registered or certified mail, and to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign
or be removed or shall otherwise become incapable of acting, the resigning, removed, or incapacitated Rights Agent shall remit to
the Company, or to any successor Rights Agent designated by the Company, all books, records, funds, certificates or other documents
or instruments of any kind then in its possession which were acquired by such resigning, removed or incapacitated Rights Agent in
connection with its services as Rights Agent hereunder, and shall thereafter be discharged from all duties and obligations hereunder
but such predecessor Rights Agent shall not be required to make any additional expenditure or assume any additional liability in
connection with the foregoing. Following notice of such removal, resignation or incapacity, the Company shall appoint a successor to
such Rights Agent. If the Company shall fail to make such appointment within a period of thirty (30) days after giving notice of
such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights
Agent or by the holder of a Right Certificate (who shall, with such notice, submit his Right Certificate for inspection by the
Company), then the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment
of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a Person (other
than a natural Person) organized and doing business under the laws of the State of New York or the State of Delaware (or any other
state of the United States so long as such corporation is authorized to do business as a banking institution in the State of New
York or the State of Delaware) in good standing, having an office in the State of New York or the State of Delaware, which is
authorized under such laws to exercise stock transfer or corporate trust powers and is subject to supervision or examination by
Federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least
$50 million. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities
as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and
transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further reasonable
assurance, conveyance, act or deed necessary for the purpose, but such predecessor Rights Agent shall not be required to make any
additional expenditure or assume any additional liability in connection with the foregoing. Not later than the effective date of any
such appointment the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the
Common Stock and/or Series A Preferred, as applicable, and, following the Distribution Date, mail a notice thereof in writing to the
registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, however, or any
defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of
the successor Rights Agent, as the case may be.


 






    38


     


    

 


Section 22.    
Issuance of New Right Certificates. Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary,
the Company may, at its option, issue new Right Certificates evidencing Rights in such form as may be approved by its Board to reflect
any adjustment or change in the Purchase Price and the number or kind or class of shares or other securities or property purchasable
under the Right Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or
sale of Common Stock following the Distribution Date and prior to the Expiration Date, the Company shall, with respect to Common Stock
so issued or sold pursuant to the exercise of stock options or under any employee plan or arrangement, granted or awarded, or upon exercise,
conversion or exchange of securities heretofore or hereinafter issued by the Company, in each case existing prior to the Distribution
Date, issue Right Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however,
that (i) no such Right 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 Right Certificate
would be issued and (ii) no such Right 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 Exemption.


 


23.1.    
Right to Redeem. The Board may, at its option, at any time prior to a Trigger Event, redeem all but not less than all of
the then outstanding Rights at a redemption price of $0.01 per Right, appropriately adjusted to reflect any stock split, stock dividend,
recapitalization or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the “Redemption
Price”), and the Company may, at its option, pay the Redemption Price in Common Stock (based on the “current per share
market price,” determined pursuant to Section 11.4, of the Common Stock at the time of redemption), cash 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 subject to such conditions as the Board in its sole discretion may establish.


 


23.2.     Redemption
Procedures. Immediately upon the action of the Board ordering the redemption of the Rights (or at such later time as the Board
may establish for the effectiveness of such redemption), 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. The Company shall promptly give public notice of such redemption (with prompt written notice of same to the
Rights Agent); provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity
of such redemption. The Company shall promptly give, or cause the Rights Agent to give, notice of such redemption to the holders of
the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry
books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock. 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. The failure to give notice
required by this Section 23.2 or any defect therein shall not affect the validity of the action taken by the Company. Neither
the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner
other than that specifically set forth in this Section 23 or in Section 27, and other than in connection with the
purchase, acquisition or redemption of Common Stock prior to the Distribution Date.


 






    39


     


    

 


23.3.    
Stockholder Referendum for Qualifying Offers.


 


23.3.1.                   
Stockholders May Request Special Meeting. In the event the Company receives a Qualifying Offer and the Board has not redeemed
the outstanding Rights or exempted such Qualifying Offer from the terms of this Agreement or called a special meeting of stockholders
for the purpose of voting on whether or not to exempt such Qualifying Offer from the terms of this Agreement, in each case, by the end
of ninety (90) Business Days following the commencement of such Qualifying Offer within the meaning of Rule 14d-2(a) under the Exchange
Act (the “Board Evaluation Period”), the holders of record (or their duly authorized proxy) of at least ten percent
(10%) or more of the shares of Common Stock then outstanding (excluding shares of Common Stock that are Beneficially Owned by the Person
making the Qualifying Offer) (the “Requisite Percentage”) may submit to the Board, not earlier than seventy (70) Business
Days nor later than ninety (90) Business Days following the commencement of such Qualifying Offer within the meaning of Rule 14d-2(a)
under the Exchange Act, a written demand complying with the terms of this Section 23.3 (the “Special Meeting Demand”)
directing the Board to submit to a vote of stockholders at a special meeting of the stockholders of the Company (a “Special Meeting”)
a resolution exempting such Qualifying Offer from the provisions of this Agreement (the “Qualifying Offer Resolution”).
For purposes of a Special Meeting Demand, the record date for determining eligible holders of record shall be the sixtieth (60th) Business
Day following the commencement of such Qualifying Offer within the meaning of Rule 14d-2(a) under the Exchange Act. Any Special Meeting
Demand must be delivered to the Secretary of the Company at the principal executive offices of the Company and must set forth as to the
stockholders of record executing the request (i) the name and address of such stockholders, as they appear on the Company’s books
and records, (ii) the class and number of shares of Common Stock which are owned of record by each of such stockholders and (iii) in the
case of Common Stock that is owned beneficially by another Person, an executed certification by the holder of record that such holder
has executed such Special Meeting Notice only after obtaining instructions to do so from such beneficial owner.


 


23.3.2.                          Special
Meeting. After receipt of Special Meeting Demands in proper form and in accordance with this Section 23.3 from a
stockholder or stockholders holding the Requisite Percentage, the Board shall take such actions as are necessary or desirable to
cause the Qualifying Offer Resolution to be so submitted to a vote of stockholders at a Special Meeting to be convened within ninety
(90) Business Days following the last day of the Board Evaluation Period (the “Special Meeting Period”) by
including a proposal relating to adoption of the Qualifying Offer Resolution in the proxy materials of the Company for the Special
Meeting; provided, however, that if the Company at any time during the Special Meeting Period and prior to a vote on
the Qualifying Offer Resolution enters into a Definitive Acquisition Agreement, the Special Meeting Period may be extended (and any
Special Meeting called in connection therewith may be cancelled) if the Qualifying Offer Resolution will be separately submitted to
a vote at the same meeting as the Definitive Acquisition Agreement. Subject to the requirements of applicable law, the Board may
take a position in favor of or opposed to the adoption of the Qualifying Offer Resolution, or no position with respect to the
Qualifying Offer Resolution, as it determines to be appropriate in the exercise of its fiduciary duties.


 






    40


     


    




 


23.3.3.                         
Exemption for Qualifying Offer. In the event that no Person has become an Acquiring Person prior to the Exemption Date and
the Qualifying Offer continues to be a Qualifying Offer and either (i) the Special Meeting is not convened on or prior to the last day
of the Special Meeting Period (the “Outside Meeting Date”), or (ii) if, at the Special Meeting at which a quorum is
present, a majority of the shares of Common Stock outstanding as of the record date for the Special Meeting selected by the Board (excluding
shares of Common Stock beneficially owned by the Person making the Qualified Offer and such Person’s Related Persons) shall vote
in favor of the Qualifying Offer Resolution, then the Qualifying Offer shall be deemed exempt from the application of this Agreement in
all respects to such Qualifying Offer so long as it remains a Qualifying Offer, such exemption to be effective on the close of business
on (i) the Outside Meeting Date or (ii) the date on which the results of the vote on the Qualifying Offer Resolution at the Special Meeting
are certified as official by the appointed inspectors of election for the Special Meeting, as the case may be (the “Exemption
Date”). Notwithstanding anything herein to the contrary, no action or vote by stockholders not in compliance with the provisions
of this Section 23.3 shall serve to exempt any offer from the terms of this Agreement. Immediately upon the close of business on
the Exemption Date, and without any further action and without any notice, the right to exercise the Rights with respect to the Qualifying
Offer will terminate and, notwithstanding anything in this Agreement to the contrary, the consummation of the Qualifying Offer shall not
cause the offeror (or its Related Persons) to become an Acquiring Person; and the Rights shall immediately expire and have no further
force and effect upon such consummation.


 


Section 24. Notice
of Certain Events. In case the Company shall propose at any time after the earlier of the Stock Acquisition Date and the
Distribution Date (a) to pay any dividend payable in stock of any class to the holders of Series A Preferred or to make any other
distribution to the holders of Series A Preferred (other than a regular periodic cash dividend at a rate not in excess of 125% of
the rate of the last regular periodic cash dividend theretofore paid or, in case regular periodic cash dividends have not
theretofore been paid, at a rate not in excess of 50% of the average net income per share of the Company for the four quarters ended
immediately prior to the payment of such dividends, or a stock dividend on, or a subdivision, combination or reclassification of the
Common Stock), or (b) to offer to the holders of Series A Preferred rights or warrants to subscribe for or to purchase any
additional Series A Preferred or shares of stock of any class or any other securities, rights or options, or (c) to effect any
reclassification of its Series A Preferred (other than a reclassification involving only the subdivision of outstanding Series A
Preferred), or (d) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or
more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50% or more of the assets or earning
power of the Company and its Subsidiaries (taken as a whole) to, any other Person (other than pursuant to a merger or other
acquisition agreement of the type excluded from the definition of “Beneficial Ownership” in Section 1.3), or (e)
to effect the liquidation, dissolution or winding up of the Company, or (f) to declare or pay any dividend on the Common Stock
payable in Common Stock or to effect a subdivision, combination or consolidation of the Common Stock (by reclassification or
otherwise than by payment of dividends in Common Stock), then, in each such case, the Company shall give to the Rights Agent and to
each holder of a Right Certificate, in accordance with Section 25, 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 Series A Preferred and/or Common Stock, if any such date is to be fixed, and such notice shall be so
given in the case of any action covered by clause (a) or (b) above at least ten (10) days prior to the record date for determining
holders of the Series A Preferred for purposes of such action, and in the case of any such other action, at least ten (10) days
prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Series A
Preferred and/or Common Stock, whichever shall be the earlier.


 






    41


     


    

 


In case any event set forth
in Section 11.1.2 or Section 13 shall occur, then, in any such case, (i) the Company shall as soon as practicable thereafter
give to the Rights Agent and to each holder of a Right Certificate, in accordance with Section 25, a notice of the occurrence of
such event, which notice shall describe the event and the consequences of the event to holders of Rights under Section 11.1.2 and
Section 13, and (ii) all references in this Section 24 to Series A Preferred shall be deemed thereafter to refer to Common
Stock and/or, if appropriate, other securities.


 


Section 25.    
Notices. Notices or demands authorized by this Agreement to be given or made by the Rights Agent or by the holder of any
Right Certificate to or on the Company shall be sufficiently given or made if in writing and sent by overnight delivery service or first-class
mail, postage prepaid, addressed (until another address is filed in writing with the Rights Agent) or by facsimile transmission (with
receipt confirmation) as follows:


 


Spok
Holdings, Inc.


6850
Versar Center, Suite 420


Springfield,
VA 22151


Attention: Corporate Secretary and Treasurer


 


Subject to the provisions of Section 21
and Section 24, any notice or demand authorized by this Agreement to be given or made by the Company or by the holder of any Right
Certificate to or on the Rights Agent shall be sufficiently given or made if in writing and sent by overnight delivery service or first-class
mail, postage prepaid, addressed (until another address is filed in writing with the Company) or by facsimile transmission (with receipt
confirmation) as follows:


 


Computershare
Trust Company, N.A.


150
Royall Street


Canton, MA 02021


Attention: Client Services

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 Right Certificate (or, prior to the
Distribution Date, to the holder of any certificate representing Common Stock or of any Book Entry Shares) shall be sufficiently
given or made if sent by first-class mail, postage prepaid, addressed to such holder at the address of such holder as shown on the
registry books of the Company or the transfer agent or registrar for the Common Stock; provided that prior to the Distribution Date
a filing by the Company with the Securities and Exchange Commission shall constitute sufficient notice to the holders of securities
of the Company, including the Rights, for purposes of this Agreement and no other notice need be given.


 






    42


     


    

 


Section 26.    
Supplements and Amendments. For so long as the Rights are then redeemable, the Company may in its sole and absolute discretion,
and the Rights Agent shall, if the Company so directs (subject to the terms of this Section 26), supplement or amend any provision
of this Agreement in any respect without the approval of any holders of Rights or Common Stock. From and after the time that the Rights
are no longer redeemable, the Company may, and the Rights Agent shall, if the Company so directs, from time to time supplement or amend
this Agreement without the approval of any holders of Rights (i) to cure any ambiguity or to correct or supplement any provision contained
herein which may be defective or inconsistent with any other provisions herein or (ii) to make any other changes or provisions in regard
to matters or questions arising hereunder which the Company may deem necessary or desirable, including but not limited to extending the
Final Expiration Date; provided, however, that no such supplement or amendment shall adversely affect the interests of the holders
of Rights as such (other than an Acquiring Person or a Related Person of an Acquiring Person), and no such supplement or amendment may
cause the Rights again to become redeemable or cause this Agreement again to become amendable as to an Acquiring Person or a Related Person
of an Acquiring Person, other than in accordance with this sentence; provided further, that the right of the Board to extend the
Distribution Date shall not require any amendment or supplement hereunder. Upon the delivery of a certificate from an appropriate officer
of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 26, the Rights
Agent shall execute such supplement or amendment. Notwithstanding anything in this Agreement to the contrary, the Rights Agent shall not
be required to execute any supplement or amendment to this Agreement that it has determined would adversely affect its own rights, duties,
obligations or immunities under this Agreement. No supplement or amendment to this Agreement shall be effective unless duly executed by
the Rights Agent and the Company.


 


Section 27.    
Exchange.


 


27.1.     Exchange
of Common Stock for Rights. The Board may, at its option, at any time after the occurrence of a Trigger Event, exchange Common
Stock for all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant
to the provisions of Section 11.1.2) by exchanging at an exchange ratio of one share of Common Stock per Right, appropriately
adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such amount per Right
being hereinafter referred to as the “Exchange Consideration”). Notwithstanding the foregoing, the Board shall
not be empowered to effect such exchange at any time after any Acquiring Person shall have become the Beneficial Owner of 50% or
more of the Common Stock then outstanding. From and after the occurrence of an event specified in Section 13.1, any Rights
that theretofore have not been exchanged pursuant to this Section 27.1 shall thereafter be exercisable only in accordance
with Section 13 and may not be exchanged pursuant to this Section 27.1. The exchange of the Rights by the Board may be
made effective at such time, on such basis and with such conditions as the Board in its sole discretion may establish. Without
limiting the foregoing, prior to effecting an exchange pursuant to this Section 27, the Board may direct the Company to enter
into a Trust Agreement in such form and with such terms as the Board shall then approve (the “Trust Agreement”).
If the Board so directs, the Company shall enter into the Trust Agreement and shall issue to the trust created by such agreement
(the “Trust”) all of the Common Stock issuable pursuant to the exchange (or any portion thereof that has not
theretofore been issued in connection with the exchange). From and after the time at which such shares are issued to the Trust, all
stockholders then entitled to receive shares pursuant to the exchange shall be entitled to receive such shares (and any dividends 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. Any Common Stock or Series A Preferred issued at the
direction of the Board in connection herewith shall be validly issued, fully paid and nonassessable Common Stock or Series A
Preferred (as the case may be), and the Company shall be deemed to have received as consideration for such issuance a benefit having
a value that is at least equal to the aggregate par value of the shares so issued.


 






    43


     


    

 


27.2.    
Exchange Procedures. Immediately upon the effectiveness of the action of the Board ordering the exchange for any Rights
pursuant to Section 27.1 and without any further action and without any notice, the right to exercise such Rights shall terminate
and the only right thereafter of a holder of such Rights shall be to receive the Exchange Consideration. The Company shall promptly give
public notice of any such exchange; provided, however, that the failure to give, or any defect in, such notice shall not affect
the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their
last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall
be deemed given, whether or not the holder receives the notice. Each such notice of exchange shall state the method by which the exchange
of the Common Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged.
Any partial exchange shall be effected pro rata based on the number of Rights (other than the Rights that have become void pursuant to
the provisions of Section 11.1.2) held by each holder of Rights.


 


27.3.    
Insufficient Shares. The Company may at its option substitute, for each share of Common Stock that would otherwise be issuable
upon exchange of a Right, (i) a number of shares of Series A Preferred or fraction thereof (or equivalent preferred stock, as such term
is defined in Section 11.2), (ii) cash, (iii) other equity securities of the Company or common stock equivalents, as such term
is defined in Section 11.1.3), (iv) debt securities of the Company, (v) other assets or (vi) any combination of the foregoing,
in each case having an aggregate value equal to the current per share market price of one share of Common Stock (determined pursuant to
Section 11.4) as of the date of such exchange. In the event that there shall not be sufficient shares of Common Stock issued but
not outstanding or authorized but unissued and otherwise available for issuance to permit an exchange of Rights for Common Stock as contemplated
in accordance with this Section 27, the Company shall substitute to the extent of such insufficiency, for each share of Common
Stock that would otherwise be issuable upon exchange of a Right, consideration of any type described in Section 11.1.3(B)(1)-(7),
which consideration shall have an aggregate current per share market price (determined pursuant to Section 11.4 hereof) equal to
the current per share market price of one share of Common Stock (determined pursuant to Section 11.4 hereof) as of the date of
such exchange.


 






    44


     


    

 



 


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


 


Section 29.    
Benefits of this Agreement. Nothing in this Agreement shall be construed to give to any Person or corporation other than
the Company, the Rights Agent and the registered holders of the Right Certificates (and, prior to the Distribution Date, 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 Right Certificates (and, prior to the Distribution Date, the Common Stock).


 


Section 30.    
Determination and Actions by the Board or Committee Thereof. Without limiting the rights and immunities of the Rights Agent
under this Agreement, the Board, or a duly authorized committee thereof, shall have the exclusive power and authority to administer this
Agreement and to exercise the 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, without limitation, the right and power to (i) interpret the provisions of this Agreement
and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation,
a determination to redeem or not redeem the Rights or amend this Agreement). In administering this Agreement and exercising the rights
and powers specifically granted to the Board and to the Company hereunder, and in interpreting this Agreement and making any determination
hereunder, the Board, or a duly authorized committee thereof, may consider any and all facts, circumstances or information it deems to
be necessary, useful or appropriate. Without limiting the rights and immunities of the Rights Agent under this Agreement, all such actions,
calculations, interpretations and determinations that are done or made by the Board, or a duly authorized committee thereof, in good faith
shall be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, and all other parties to
the fullest extent permitted by applicable law. The Rights Agent is entitled always to assume the Company’s Board of Directors acted
in good faith and shall be fully protected and incur no liability in reliance thereon. Without limiting the foregoing, nothing contained
herein shall be construed to suggest or imply that the Board shall not be entitled to reject any Qualifying Offer or any other tender
offer or other acquisition proposal, or to recommend that holders of Common Stock reject any Qualifying Offer or any other tender offer
or other acquisition proposal, or to take any other action (including, without limitation, the commencement, prosecution, defense or settlement
of any litigation and the submission of additional or alternative offers or other proposals) with respect to any Qualifying Offer or any
other tender offer or other acquisition proposal that the Board believes is necessary or appropriate in the exercise of such fiduciary
duty.


 


Section 31.    
Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction
or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement
shall remain in full force and effect and shall in no way be affected, impaired or invalidated; provided, however, that
if such excluded provision shall affect the rights, immunities, liabilities, duties or obligations of the Rights Agent, the Rights Agent
shall be entitled to resign immediately upon written notice to the Company.


 






    45


     


    

 


Section 32.    
Governing Law. This Agreement and each Right Certificate issued hereunder shall be deemed to be a contract made under the
internal 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 to be made and performed entirely within such State.


 


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


 


Section 34.    
Force Majeure. Notwithstanding anything to the contrary contained herein, the Rights Agent shall not be liable for any delays
or failures in performance resulting from acts beyond its reasonable control including, without limitation, acts of God (including, but
not limited, natural disasters, catastrophic events, epidemics and pandemics), terrorist acts, shortage of supply, breakdowns or malfunctions,
interruptions or malfunctions of any utilities, communications, or computer facilities, or loss of data due to power failures or mechanical
difficulties with information storage or retrieval systems, labor difficulties, war, civil unrest, or any act or provision of any present
or future law or regulation or governmental authority, military disobedience or disorder, riot, rebellion, insurrection, fire, earthquake,
storm, flood, strike, or work stoppage.


 


Section 35.    
Descriptive Headings. Descriptive headings of the several Sections of this Agreement are inserted for convenience only and
shall not control or affect the meaning or construction of any of the provisions hereof.


 


[Signature Page Follows]


 






    46


     


    

 


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


 


	 	SPOK HOLDINGS, INC.




 


		By	/s/ Sharon Woods Keisling



		Name:	Sharon Woods Keisling
		Title:	Corporate Secretary & Treasurer



 


	 	Computershare Trust Company, N.A.




 





		By	/s/ Kathleen Whelply



		Name:	Kathleen Whelply
		Title:	Manager, Client Management



 






     


     


    

 


EXHIBIT A


 


FORM OF 


CERTIFICATE OF DESIGNATIONS


 


of


 


SERIES A JUNIOR PARTICIPATING PREFERRED
STOCK


 


of


 


Spok
Holdings, Inc.


 


(Pursuant to Section 151 of the


Delaware General Corporation Law)


 





 



 


Spok Holdings, Inc., a corporation
organized and existing under the General Corporation Law of the State of Delaware (hereinafter called the “Corporation”),
hereby certifies that the following resolution was adopted by the Board of Directors of the Corporation (hereinafter called the “Board
of Directors” or the “Board”) as required by Section 151 of the General Corporation Law at a meeting duly
called and held on September 2, 2021.


 


RESOLVED, that pursuant to the
authority expressly granted to and vested in the Board in accordance with the provisions of the Amended and Restated Certificate of Incorporation
of the Corporation, the Board hereby creates a series of Preferred Stock, par value $0.0001 per share (the “Preferred Stock”),
of the Corporation and hereby states the designation and number of shares, and fixes the relative rights, powers and preferences, and
qualifications, limitations and restrictions thereof as follows:


 


Section 1.        
Designation and Amount. The shares of such series shall be designated as “Series A Junior Participating Preferred
Stock” (the “Series A Preferred”) and the number of shares constituting the Series A Preferred shall be 7,500,000.
Such number of shares may be increased or decreased by resolution of the Board of Directors; provided, that no decrease
shall reduce the number of shares of Series A Preferred 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.


 


Section 2.        
Dividends and Distributions.


 


(A)        Subject
to the prior and superior rights of the holders of any shares of any class or series of stock of this Corporation ranking prior and
superior to the Series A Preferred with respect to dividends, the holders of shares of Series A Preferred, in preference to the
holders of Common Stock, par value $0.0001 per share (the “Common Stock”), of the Corporation, and of any other
stock ranking junior to the Series A Preferred, shall be entitled to receive, when, as and if declared by the Board of Directors out
of funds legally available for the purpose, quarterly dividends payable in cash on the first 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, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $1.00 or (b) subject to the provision
for adjustment hereinafter set forth, 10 times the aggregate per share amount of all cash dividends, and 10 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. In the event the Corporation shall at any time declare
or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision, combination or consolidation of
the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock)
into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series A
Preferred were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying
such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event
and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.


 






    A- 1


     


    

 


(B)        
The Corporation shall declare a dividend or distribution on the Series A Preferred as provided in paragraph (A) of this Section
2 immediately after it declares a dividend or distribution on the Common Stock (other than a dividend payable in shares of Common
Stock); provided that, in the event no dividend or distribution shall have been declared on the Common Stock during the period between
any Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date, a dividend of $1.00 per share on the Series
A Preferred shall nevertheless be payable when, as and if declared by the Board of Directors, in accordance with paragraph (A) above on
such subsequent Quarterly Dividend Payment Date.


 


(C)         Dividends
shall begin to accrue and be cumulative on outstanding shares of Series A Preferred from the Quarterly Dividend Payment Date next
preceding the date of issue of such shares, unless the date of issue of such shares is prior to the record date for the first
Quarterly Dividend Payment Date, in which case dividends on such shares shall begin to accrue from the date of issue of such shares,
or unless the date of issue is a Quarterly Dividend Payment Date or is a date after the record date for the determination of holders
of shares of Series A Preferred 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 in an amount less than the total amount of
such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among all such
shares at the time outstanding. The Board of Directors may fix a record date for the determination of holders of shares of Series A
Preferred entitled to receive payment of a dividend or distribution declared thereon, which record date shall be not more than sixty
(60) days prior to the date fixed for the payment thereof.


 






    A- 2


     


    

 


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


 


(A)       
Subject to the provision for adjustment hereinafter set forth, each share of Series A Preferred shall entitle the holder thereof
to 10 votes on all matters submitted to a vote of the shareholders of the Corporation. In the event the Corporation shall at any time
declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision, combination or consolidation
of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into
a greater or lesser number of shares of Common Stock, then in each such case the number of votes per share to which holders of shares
of Series A Preferred were entitled immediately prior to such event shall be adjusted by multiplying such number by a fraction, the numerator
of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of
shares of Common Stock that were outstanding immediately prior to such event.


 


(B)        
Except as otherwise provided herein, in any other Certificate of Designations creating a series of Preferred Stock or any similar
stock, or by law, the holders of shares of Series A Preferred and the holders of shares of Common Stock and any other capital stock of
the Corporation having general voting rights shall vote together as one class on all matters submitted to a vote of shareholders of the
Corporation.


 


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


 


(D)        If,
at the time of any annual meeting of stockholders for the election of directors, the equivalent of six quarterly dividends (whether
or not consecutive) payable on any share or shares of Series A Preferred are in default, the number of directors constituting the
Board of Directors of the Corporation shall be increased by two. In addition to voting together with the holders of Common Stock for
the election of other directors of the Corporation, the holders of record of the Series A Preferred, voting separately as a class to
the exclusion of the holders of Common Stock, shall be entitled at such meeting of stockholders (and at each subsequent annual
meeting of stockholders), unless all dividends in arrears on the Series A Preferred have been paid or declared and set apart for
payment prior thereto, to vote for the election of two directors of the Corporation, the holders of any Series A Preferred being
entitled to cast a number of votes per share of Series A Preferred as is specified in paragraph (A) of this Section 3. Each
such additional director shall serve until the next annual meeting of stockholders for the election of directors, or until his
successor shall be elected and shall qualify, or until his right to hold such office terminates pursuant to the provisions of this Section
3(D). Until the default in payments of all dividends which permitted the election of said directors shall cease to exist, any
director who shall have been so elected pursuant to the provisions of this Section 3(D) may be removed at any time, without
cause, only by the affirmative vote of the holders of the shares of Series A Preferred at the time entitled to cast a majority of
the votes entitled to be cast for the election of any such director at a special meeting of such holders called for that purpose,
and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to exist, the
holders of the Series A Preferred shall be divested of the foregoing special voting rights, subject to revesting in the event of
each and every subsequent like default in payments of dividends. Upon the termination of the foregoing special voting rights, the
terms of office of all persons who may have been elected directors pursuant to said special voting rights shall forthwith terminate,
and the number of directors constituting the Board of Directors shall be reduced by two. The voting rights granted by this Section
3(D) shall be in addition to any other voting rights granted to the holders of the Series A Preferred in this Section
3.


 






    A- 3


     


    

 


Section 4.        
Certain Restrictions.


 


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


 


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


 


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


 


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


 


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


 


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


 






    A- 4


     


    

 


Section 5.        
Reacquired Shares. Any shares of Series A Preferred purchased or otherwise acquired by the Corporation in any manner whatsoever
shall be retired and canceled promptly after the acquisition thereof. All such shares shall upon their cancellation become authorized
but unissued shares of Preferred Stock and may be reissued as part of a new series of Preferred Stock subject to the conditions and restrictions
on issuance set forth herein, in the Amended and Restated Certificate of Incorporation of the Corporation or in any other Certificate
of Designations creating a series of Preferred Stock or any similar stock or as otherwise required by law.


 


Section 6.        
Liquidation, Dissolution or Winding Up.


 


(A)       Upon
any liquidation, dissolution or winding up of the Corporation, voluntary or otherwise no distribution shall be made (i) to the holders
of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred unless,
prior thereto, the holders of Series A Preferred shall have received an amount per share (the “Series A Preferred Liquidation
Preference”) equal to $10 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether
or not declared, to the date of such payment, provided that the holders of shares of Series A Preferred shall be entitled to receive an
aggregate amount per share, subject to the provision for adjustment hereinafter set forth, equal to 10 times the aggregate amount to be
distributed per share to holders of Common Stock, or (ii) to the holders of shares of stock ranking on a parity (either as to dividends
or upon liquidation, dissolution or winding up) with the Series A Preferred, except distributions made ratably on the Series A Preferred
and all such parity stock in proportion to the total amounts to which the holders of all such shares are entitled upon such liquidation,
dissolution or winding up. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares
of Common Stock, or effect a subdivision, combination or consolidation of the outstanding shares of Common Stock (by reclassification
or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then
in each such case the aggregate amount to which holders of Series A Preferred were entitled immediately prior to such event under the
proviso in clause (i) 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 are outstanding immediately prior to such event.


 


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


 


(C)        
Neither the merger or consolidation of the Corporation into or with another corporation nor the merger or consolidation of any
other corporation into or with the Corporation shall be deemed to be a liquidation, dissolution or winding up of the Corporation within
the meaning of this Section 6.


 






    A- 5


     


    

 


Section 7.        
Consolidation, Merger, etc. In case the Corporation shall enter into any consolidation, merger, combination or other transaction
in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash and/or any other property, then
in any such case each share of Series A Preferred 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 10 times the aggregate amount of stock, securities, cash and/or any other
property (payable in kind), as the case may be, into which or for which each share of Common Stock is changed or exchanged. In the event
the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision,
combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend
in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount set forth in the
preceding sentence with respect to the exchange or change of shares of Series A Preferred 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 Series A Preferred shall not be redeemable by the Corporation.


 


Section 9.        
Rank. The Series A Preferred shall rank, with respect to the payment of dividends and the distribution of assets upon liquidation,
dissolution or winding up, junior to all series of any other class of the Corporation’s Preferred Stock, except to the extent that
any such other series specifically provides that it shall rank on a parity with or junior to the Series A Preferred.


 


Section 10.    
Amendment. At any time any shares of Series A Preferred are outstanding, the Amended and Restated Certificate of Incorporation
of the Corporation shall not be further amended in any manner which would materially alter or change the powers, preferences or special
rights of the Series A Preferred so as to affect them adversely without the affirmative vote of the holders of at least two-thirds of
the outstanding shares of Series A Preferred, voting separately as a single class.


 


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


 


*                 *                 *


 






    A- 6


     


    

 


EXHIBIT
B


 


[Form
of Right Certificate]


 


	Certificate No. R-	_______ Rights




 


NOT EXERCISABLE AFTER AUGUST 31,
2022 OR EARLIER IF NOTICE OF REDEMPTION OR EXCHANGE IS GIVEN OR IF THE COMPANY IS MERGED OR ACQUIRED PURSUANT TO AN AGREEMENT OF THE TYPE
DESCRIBED IN SECTION 13.3 OF THE AGREEMENT. THE RIGHTS ARE SUBJECT TO REDEMPTION AT $0.01 PER RIGHT, AND TO EXCHANGE ON THE TERMS SET
FORTH IN THE AGREEMENT. UNDER CERTAIN CIRCUMSTANCES (SPECIFIED IN SECTION 11.1.2 OF THE AGREEMENT), RIGHTS BENEFICIALLY OWNED BY OR
TRANSFERRED TO AN ACQUIRING PERSON (AS DEFINED IN THE AGREEMENT), OR ANY SUBSEQUENT HOLDER OF SUCH RIGHTS, WILL BECOME NULL AND VOID AND
WILL NO LONGER BE TRANSFERABLE.


 


Right
Certificate


 


Spok
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 Rights Agreement, dated as of September 2, 2021, as the same may be amended from time to
time (the “Agreement”), between Spok Holdings, Inc., a Delaware corporation (the “Company”), and
Computershare Trust Company, N.A., a federally chartered trust company, as Rights Agent (and any successor rights agent thereto the “Rights
Agent”), to purchase from the Company at any time after the Distribution Date and prior to 5:00 P.M. (New York time) on August
31, 2022, at the offices of the Rights Agent, or its successors as Rights Agent, designated for such purpose, one tenth of a fully paid,
nonassessable share of Series A Junior Participating Preferred Stock, par value $0.0001 per share (the “Series A Preferred”),
of the Company, at a purchase price of $50.95 per one tenth of a share of Series A Preferred, subject to adjustment (the “Purchase
Price”), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase and certification duly
executed. The number of Rights evidenced by this Right Certificate (and the number of tenths of a share of Series A Preferred which may
be purchased upon exercise thereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of September
2, 2021, based on the Series A Preferred as constituted at such date. Capitalized terms used in this Right Certificate without definition
shall have the meanings ascribed to them in the Agreement. As provided in the Agreement, the Purchase Price and the number of shares of
Series A Preferred which may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification
and adjustment upon the happening of certain events.


 


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


 






    B- 1


     


    

 


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


 


Subject to the provisions of
the Agreement, the Board may, at its option, (i) redeem the Rights evidenced by this Right Certificate at a redemption price of $0.01
per Right or (ii) exchange Common Stock for the Rights evidenced by this Certificate, in whole or in part.


 


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


 


No holder of this Right Certificate,
as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Series A Preferred 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 Agreement or herein
be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the
election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate
action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Agreement), or to receive
dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised
as provided in the Agreement.


 


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


 






    B- 2


     


    

 


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


 


Dated as of __________, 20__.


 


Attest: SPOK HOLDINGS, INC.


 


	By 	 	 	By 	 
	 	Title:	 	 	Title:




 


Countersigned:


 


COMPUTERSHARE TRUST COMPANY, N.A.,


as Rights Agent


 


	By	 	 
	 	Authorized Signature	 



 






    B- 3


     


    

 


Form of Reverse Side of Right Certificate


 


FORM OF ASSIGNMENT


 


(To be executed by the registered holder if such
holder


desires to transfer the Right Certificate.)


 


	FOR VALUE RECEIVED 	 




	hereby sells, assigns and transfers unto 	 




 


 


 


(Please print name and address


of transferee)


 


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


 


	Dated:	 	



 


 


	 	Signature




 


Signature Medallion Guaranteed:


 


	 	 




 


Signatures must be guaranteed
by an “eligible guarantor institution” as defined in Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934, as
amended, which is a member of a recognized Medallion Signature Guarantee Program.


 






    B- 4


     


    






 


The undersigned hereby certifies that:


 




(1)         
the Rights evidenced by this Right Certificate are not Beneficially Owned by and are not being assigned to an Acquiring Person
or a Related Person of an Acquiring Person; and


 


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


 


 





	Dated:	 	


 





	 	Signature


 






    B- 5


     


    

 






 


 


FORM OF ELECTION TO PURCHASE


 


(To be executed if holder desires to

exercise the Right Certificate.)


 


To: Spok Holdings, Inc.


 


The undersigned hereby irrevocably
elects to exercise __________________ Rights represented by this Right Certificate to purchase the Series A Preferred issuable upon the
exercise of such Rights (or such other securities or property of the Company or of any other Person which may be issuable upon the exercise
of the Rights) and requests that certificates for such stock (or such other securities or property of the Company or of any other Person
which may be issuable upon the exercise of the Rights) be issued in the name of (or to, as the case may be):


 


	 	 
	(Please print name and address)	 




 


	 	 



 


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


 


	Please insert social security	 
	or other identifying number	 	 




 


	 	 
	(Please print name and address)	 




 


	 	 



 


Dated: __________________


 


	 	Signature




 


	Signature Medallion Guaranteed:	 
	 	 
	 	 




 


Signatures must be guaranteed
by an “eligible guarantor institution” as defined in Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934, as
amended, which is a member of a recognized Medallion Signature Guarantee Program.


 






    B- 6


     


    

 


The undersigned hereby certifies that:


 


(1)         
the Rights evidenced by this Right Certificate are not Beneficially Owned by and are not being assigned to an Acquiring Person
or a Related Person of an Acquiring Person; and


 


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


 


 


	Dated:	 	 





 


	 	Signature


 


 




NOTICE


 


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


 


In the event the certification
set forth above in the Form of Assignment or Form of Election to Purchase is not completed, the Company will deem the Beneficial Owner
of the Rights evidenced by this Right Certificate to be an Acquiring Person or a Related Person of an Acquiring Person and such Assignment
or Election to Purchase will not be honored.


 






    B- 7


     


    

 


EXHIBIT C


 


As described in the Rights Agreement, Rights
which are 


held by or have been held by an Acquiring Person
or any Related Persons of an Acquiring 

Person (as such terms are defined in the Rights Agreement) and certain transferees thereof shall


become null and void and will no longer be transferable.


 


SUMMARY OF RIGHTS TO PURCHASE


PREFERRED STOCK


 


On September 2, 2021 the Board
of Directors of Spok Holdings, Inc. (the “Company”) declared a dividend of one preferred stock purchase right (a “Right”)
for each share of Common Stock, par value $0.0001 (the “Common Stock”), of the Company outstanding at the close of
business on September 17, 2021 (the “Record Date”). As long as the Rights are attached to the Common Stock, the Company
will issue one Right (subject to adjustment) with each new share of Common Stock so that all such shares will have attached Rights. When
exercisable, each Right will entitle the registered holder to purchase from the Company one tenth of a share of Series A Junior Participating
Preferred Stock (the “Series A Preferred”) of the Company at a price of $50.95 per one tenth of a share of Series A
Preferred, subject to certain anti-dilution adjustments (the “Purchase Price”). The description and terms of the Rights
are set forth in a Rights Agreement, dated as of September 2, 2021, as the same may be amended from time to time (the “Agreement”),
between the Company and Computershare Trust Company, N.A., as Rights Agent (the “Rights Agent”).


 


Until the earlier to occur
of (i) the close of business on the tenth (10th) business day following a public announcement that a person or group of
affiliated or associated persons has acquired, or obtained the right to acquire, beneficial ownership of 10% (20% in the case of a
Passive Institutional Investor) or more of the Common Stock (including certain synthetic equity positions created by derivative
securities, which are treated as beneficial ownership of the number of shares of Common Stock equivalent to the economic exposure
created by the synthetic equity position, to the extent actual shares of Common Stock are directly or indirectly beneficially owned
by a counterparty to the synthetic equity position) (an “Acquiring Person”) or (ii) the close of business on the
tenth (10th) business day (or such later date as may be determined by action of the Board of Directors prior to such time
as any person or group of affiliated persons becomes an Acquiring Person) following the commencement or announcement of an intention
to make a tender offer or exchange offer the consummation of which would result in a person or group becoming an Acquiring Person
(the earlier of (i) and (ii) being called the “Distribution Date”), the Rights will be evidenced, with respect to
any of the Common Stock certificates outstanding as of the Record Date, by such Common Stock certificates or, with respect to any
uncertificated Common Stock registered in book entry form, by notation in book entry, in either case together with a copy of this
Summary of Rights. The Agreement provides that any person who beneficially owned 10% or more of the Common Stock immediately prior
to the first public announcement of the adoption of the Agreement, together with any affiliates and associates of that person (each
an “Existing Holder”), shall not be deemed to be an “Acquiring Person” for purposes of the Agreement
unless the Existing Holder becomes the beneficial owner of one or more additional shares of Common Stock (other than pursuant to a
dividend or distribution paid or made by the Company on the outstanding Common Stock in Common Stock or pursuant to a split or
subdivision of the outstanding Common Stock). However, if upon acquiring beneficial ownership of one or more additional shares of
Common Stock, the Existing Holder does not beneficially own 10% or more (20% or more in the case of a passive institutional
investor) of the Common Stock then outstanding, the Existing Holder shall not be deemed to be an “Acquiring Person” for
purposes of the Agreement.


 






    C-1


     


    

 


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


 


The Rights are not exercisable
until the Distribution Date. The Rights will expire on August 31, 2022, subject to the Company’s right to extend such date (the
 “Final Expiration Date”), unless earlier redeemed or exchanged by the Company or terminated.


 


Each share of Series A Preferred
purchasable upon exercise of the Rights will be entitled, when, as and if declared, to a minimum preferential quarterly dividend payment
of $1.00 per share or, if greater, an aggregate dividend of 10 times the dividend, if any, declared per share of Common Stock. In the
event of liquidation, dissolution or winding up of the Company, the holders of the Series A Preferred will be entitled to a minimum preferential
liquidation payment of $10 per share (plus any accrued but unpaid dividends), provided that such holders of the Series A Preferred will
be entitled to an aggregate payment of 10 times the payment made per share of Common Stock. Each share of Series A Preferred will have
10 votes and will vote together with the Common Stock. Finally, in the event of any merger, consolidation or other transaction in which
shares of Common Stock are exchanged, each share of Series A Preferred will be entitled to receive 10 times the amount received per share
of Common Stock. Series A Preferred will not be redeemable. These rights are protected by customary antidilution provisions. Because of
the nature of the Series A Preferred’s dividend, liquidation and voting rights, the value of one tenth of a share of Series A Preferred
purchasable upon exercise of each Right should approximate the value of one share of Common Stock.


 


The Purchase Price
payable, and the number of shares of Series A Preferred or other securities or property issuable, upon exercise of the Rights are
subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination
or reclassification of the Series A Preferred, (ii) upon the grant to holders of the Series A Preferred of certain rights or
warrants to subscribe for or purchase Series A Preferred or convertible securities at less than the current market price of the
Series A Preferred or (iii) upon the distribution to holders of the Series A Preferred of evidences of indebtedness, cash,
securities or assets (excluding regular periodic cash dividends at a rate not in excess of 125% of the rate of the last regular
periodic cash dividend theretofore paid or, in case regular periodic cash dividends have not theretofore been paid, at a rate not in
excess of 50% of the average net income per share of the Company for the four quarters ended immediately prior to the payment of
such dividend, or dividends payable in Series A Preferred (which dividends will be subject to the adjustment described in clause (i)
above)) or of subscription rights or warrants (other than those referred to above).


 






    C-2


     


    

 


In the event that a Person becomes
an Acquiring Person or if the Company were the surviving corporation in a merger with an Acquiring Person or any affiliate or associate
of an Acquiring Person and shares of the Common Stock were not changed or exchanged, each holder of a Right, other than Rights that are
or were acquired or beneficially owned by the Acquiring Person (which Rights will thereafter be void), will thereafter have the right
to receive upon exercise that number of shares of Common Stock having a market value of two times the then current Purchase Price of the
Right. In the event that, after a Person has become an Acquiring Person, the Company were acquired in a merger or other business combination
transaction or more than 50% of its assets or earning power were sold, proper provision shall be made so that each holder of a Right shall
thereafter have the right to receive, upon the exercise thereof at the then current Purchase Price of the Right, that number of shares
of common stock of the acquiring company which at the time of such transaction would have a market value of two times the then current
Purchase Price of the Right.


 


At any time after a Person becomes
an Acquiring Person and prior to the earlier of one of the events described in the last sentence of the previous paragraph or the acquisition
by such Acquiring Person of 50% or more of the then outstanding Common Stock, the Board of Directors may cause the Company to exchange
the Rights (other than Rights owned by an Acquiring Person which will have become void), in whole or in part, for shares of Common Stock
at an exchange rate of one share of Common Stock per Right (subject to adjustment).


 


In the event that the Company receives a
Qualifying Offer, the right to exercise the Rights with respect to the Qualifying Offer may be terminated by way of a stockholder
action taken at a special meeting of the stockholders called by the Board of Directors for the purpose of voting on a resolution
exempting the Qualifying Offer from the provisions of the Agreement. The holders of record of at least ten percent (10%) or more of
the shares of Common Stock then outstanding (excluding shares of Common Stock that are beneficially owned by the person making the
Qualifying Offer) may submit to the Board of Directors a written demand requesting that the Board of Directors call such a special
meeting of the stockholders. The special meeting may be requested not earlier than ninety (90) nor later than 120 business days
following the commencement of a Qualifying Offer. The special meeting shall be convened within ninety (90) business days following
the Board of Director’s receipt of a request for such special meeting that is proper and timely pursuant to the Agreement. If,
at such special meeting, holders of a majority of the shares of Common Stock entitled to vote thereon vote in favor of exempting the
Rights, then the Qualifying Offer shall be deemed exempt from the Agreement as of the tenth (10th) business day after the
results are certified. If such a special meeting is not held on or prior to the ninetieth (90th) day after a qualifying
request is received (or later if the Company enters into a definitive acquisition agreement), then the Qualifying Offer shall be
deemed exempt from the Agreement after ten (10) business days. However, the Company is not required to hold such a meeting unless
the Qualifying Offer at issue has an expiration date which is at least ten (10) business days after such special meeting, and any
obligations of the Company to hold such a special meeting or to exempt the Rights in connection therewith are void in the event any
person, entity or group becomes an Acquiring Person. In any event, upon the effective date of the exemption of the Rights, the right
to exercise the Rights with respect to the Qualifying Offer will terminate.


 






    C-3


     


    

 


A “Qualifying Offer”
is a fully financed all-cash tender offer or an exchange offer for common stock of the offerer, or a combination thereof, in each case
for all of the outstanding shares of Common Stock at the same per-share consideration, that is determined to have the following characteristics,
among other things: (a) commenced under the rules of the Securities and Exchange Commission; (b) meets certain price requirements; (c)
does not result in an investment banking firm issuing an inadequacy opinion; (d) if it is an exchange offer, permits due diligence of
the offeror by the Company’s representatives and after such due diligence an investment banking firm issues an opinion stating that
the offer is fair from a financial point of view; (e) does not require due diligence of the Company; (f) will remain open at least 120
business days and longer if there is any increase in the consideration offered or if any bona fide alternative offer is commenced; (g)
conditioned on the tender of at least a majority of the outstanding shares of Common Stock not held by the offeror; (h) the offeror has
committed to consummate a second step transaction to acquire, at the same consideration, any shares not tendered; (i) may not be amended
in a way adverse to a tendering stockholder; (j) certain facts and representations are certified by the offeror and the offeror’s
Chief Executive Officer and Chief Financial Officer and (k) if it is an exchange offer, the offeror’s common stock meets certain
requirements. Fully-financed means that the offeror has sufficient funds for the offer and related expenses, which shall be evidenced
as indicated in the Agreement.


 


No adjustment in the Purchase
Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Series
A Preferred or Common Stock will be issued (other than fractions of Series A Preferred which are integral multiples of one tenth of a
share of Series A Preferred, which may, at the election of the Company, be evidenced by depository receipts), and in lieu thereof, a payment
in cash will be made based on the market price of the Series A Preferred or Common Stock on the last trading date prior to the date of
exercise.


 


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


 


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


 


Any of the provisions of the
Agreement may be amended by the Board of Directors, or a duly authorized committee thereof, for so long as the Rights are then redeemable,
and after the Rights are no longer redeemable, the Company may amend or supplement the Agreement in any manner that does not adversely
affect the interests of the holders of the Rights (other than an Acquiring Person or any affiliate or associate of an Acquiring Person).


 


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


 






    C-4