Exhibit 4.1


 


SECOND AMENDED AND RESTATED


 


SECTION 382 RIGHTS AGREEMENT


 


between


 


ONVIA, INC.


 


and


 


COMPUTERSHARE TRUST COMPANY, N.A.,


 


as Rights Agent


 


Dated as of March 20, 2017


 




     


     


    

 


Table
of Contents


 


	 	 	Page
	 	 	 
	Section 1.	Certain Definitions	2
	 	 	 
	Section 2.	Appointment of the Rights Agent	8
	 	 	 
	Section 3.	Issuance of Rights Certificates	8
	 	 	 
	Section 4.	Form of Rights Certificates	10
	 	 	 
	Section 5.	Countersignature and Registration	11
	 	 	 
	Section 6.	Transfer, Split-Up, Combination and Exchange of Rights Certificates; Mutilated, Destroyed, Lost or Stolen Rights Certificates	12
	 	 	 
	Section 7.	Exercise of Rights; Purchase Price; Expiration Date of Rights	12
	 	 	 
	Section 8.	Cancellation and Destruction of Rights Certificates	14
	 	 	 
	Section 9.	Company Covenants Concerning Securities and Rights	14
	 	 	 
	Section 10.	Record Date	16
	 	 	 
	Section 11.	Adjustment of Purchase Price, Number and Kind of Securities or Number of Rights	16
	 	 	 
	Section 12.	Certificate of Adjusted Purchase Price or Number of Shares	23
	 	 	 
	Section 13.	Fractional Rights and Fractional Shares	24
	 	 	 
	Section 14.	Rights of Action	26
	 	 	 
	Section 15.	Agreement of Rights Holders	26
	 	 	 
	Section 16.	Rights Certificate Holder Not Deemed a Stockholder	27
	 	 	 
	Section 17.	Concerning the Rights Agent	27
	 	 	 
	Section 18.	Merger, Consolidation or Change of Name of the Rights Agent	28
	 	 	 
	Section 19.	Duties of the Rights Agent	28
	 	 	 
	Section 20.	Change of the Rights Agent	31
	 	 	 
	Section 21.	Issuance of New Rights Certificates	32
	 	 	 
	Section 22.	Redemption	32
	 	 	 
	Section 23.	Exchange	33
	 	 	 
	Section 24.	Notice of Certain Events	34
	 	 	 
	Section 25.	Notices	34
	 	 	 
	Section 26.	Supplements and Amendments	35
	 	 	 
	Section 27.	Successors	35
	 	 	 
	Section 28.	Determinations and Actions by the Board	36
	 	 	 
	Section 29.	Benefits of this Agreement	36
	 	 	 
	Section 30.	Severability	36


 




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Table
of Contents


(continued)


 


	 	 	Page
	 	 	 
	Section 31.	Governing Law	37
	 	 	 
	Section 32.	Counterparts; Facsimiles and PDFs	37
	 	 	 
	Section 33.	Descriptive Headings	37
	 	 	 
	Section 34.	Force Majeure	37
	 	 	 
	Section 35.	Prior Agreement	37
	 	 	 
	Section 1.	Designation and Amount	A-1
	 	 	 
	Section 2.	Dividends and Distributions	A-2
	 	 	 
	Section 3.	Voting Rights	A-3
	 	 	 
	Section 4.	Certain Restrictions	A-5
	 	 	 
	Section 5.	Reacquired Shares	A-5
	 	 	 
	Section 6.	Liquidation, Dissolution, or Winding Up	A-6
	 	 	 
	Section 7.	Consolidation, Merger, etc.	A-7
	 	 	 
	Section 8.	No Redemption	A-7
	 	 	 
	Section 9.	Ranking	A-7
	 	 	 
	Section 10.	Amendment	A-7
	 	 	 
	Section 11.	Fractional Shares	A-7


 


EXHIBITS


 


	Exhibit A:	Form of Certificate of Designation, Preferences and Rights of Series RA Junior Participating Preferred Stock
	 	 
	Exhibit B:	Form of Rights Certificate
	 	 
	Exhibit C:	Summary of Rights




 




    	 	ii	 



     


    

 


SECOND AMENDED AND RESTATED


 


SECTION 382 RIGHTS AGREEMENT


 


This SECOND AMENDED AND RESTATED SECTION 382
RIGHTS AGREEMENT, dated as of March 20, 2017 (the “Agreement”), between Onvia, Inc., a Delaware corporation
(the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company (the “Rights
Agent”), amends and restates that certain Amended and Restated Section 382 Rights
Agreement, dated as of April 24, 2014 (the “First Amended and Restated Rights
Agreement”) between the Company and the Rights Agent.


 


WITNESSETH


 


WHEREAS, the Company and certain of its
Subsidiaries (as hereinafter defined) have generated net operating losses for United States federal income tax purposes (“NOL’s”);


 


WHEREAS, the NOL’s may potentially
provide valuable Tax Benefits (as hereinafter defined) to the Company;


 


WHEREAS, the Company desired to avoid an
“ownership change” within the meaning of Section 382 of the Code (as hereinafter defined) and, in furtherance
of such objective, the Company entered into the that certain Section 382 Rights Agreement, dated as of May 4, 2011 (the “Original
Rights Agreement”) with the Rights Agent;


 


WHEREAS, in
connection with the adoption of the Original Rights Agreement, on May 4, 2011 (the “Rights Dividend Declaration
Date”), the Board of Directors of the Company authorized and declared a dividend distribution of one right (a “Right”)
for each share of common stock, par value $0.0001 per share, of the Company (the “Common Stock”) outstanding
at the Close of Business (as hereinafter defined) on May 23, 2011 (the “Record Date”), each Right initially
representing the right to purchase one one-thousandth of a share of Preferred Stock (as hereinafter defined) of the Company, upon
the terms and subject to the conditions set forth in the Original Rights Agreement,
and further authorized and directed the issuance of one Right (subject to adjustment as provided herein) with respect to each share
of Common Stock issued or delivered by the Company after the Record Date but prior to the earlier of the Distribution Date (as
hereinafter defined) and the Expiration Date (as hereinafter defined) or as provided in Section 21 hereof;


 


WHEREAS, the Company entered into the First
Amended and Restated Rights Agreement to extend the term of the Original Rights Agreement and to amend certain other provisions
therein; and


 


WHEREAS, the Board of Directors of the Company
has determined it is in the best interests of the Company and its stockholders to extend the term of the First Amended and Restated
Rights Agreement and to amend certain other provisions therein.


 




     


     


    

 


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


 


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


 


(a)         “4.9%
Stockholder” shall mean a Person (other than the Company, any Related Person or any Exempt Person) who Beneficially Owns
4.9% or more of the then-outstanding Common Stock.


 


(b)         “Acquiring
Person” shall mean any Person who or which, together with all Affiliates and Associates of such Person, is or becomes
a 4.9% Stockholder, regardless of whether or not such Person continues to be a 4.9% Stockholder; provided, however,
that an “Acquiring Person” shall not include (i) the Company, (ii) a Related Person, (iii) an Exempt
Person, or (iv) an Existing Holder. Notwithstanding the foregoing: (A) no Person shall become an “Acquiring Person”
solely as a result of (w) the grant of any options, warrants, rights or similar interests
(including restricted shares and restricted stock units) by the Company to its directors, officers and employees pursuant to any
employee benefit or stock ownership plan of the Company, or the exercise or conversion
of any such securities so granted, (x) a reduction in the number of shares of Common Stock outstanding due to the repurchase
of shares of Common Stock by the Company, (y) a dividend or distribution paid or made by the Company on the outstanding shares
of Common Stock or pursuant to a split or subdivision of the outstanding shares of Common Stock, and/or (z) an Exempt Transaction;
and (B) if the Board determines in good faith that a Person who would otherwise be an “Acquiring Person” has become
such inadvertently, and such Person divests as promptly as practicable a sufficient number of shares of Common Stock so that such
Person would no longer be an “Acquiring Person,” then such Person shall not be deemed to be or have become an “Acquiring
Person” at any time for any purposes of this Agreement. The Board shall not be required to make any determination with respect
to a potential Acquiring Person, including whether the potential Acquiring Person is an Exempt Person or whether the change of
Beneficial Ownership of the potential Acquiring Person has resulted from an Exempt Transaction, until five Business Days after
the date on which all Board members first received actual notice of the change of Beneficial Ownership at issue. Notwithstanding
the foregoing, the Board may, in its sole discretion, determine that any Person shall not be deemed to be an “Acquiring Person”
for any purposes of this Agreement.


 


(c)         “Affiliate”
and “Associate” shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules
and Regulations under the Exchange Act as in effect on the date of this Agreement, and to the extent not included within the foregoing
clause of this Section 1(c), shall also include, with respect to any Person, any other Person (other than a Related Person
or an Exempt Person) whose shares of Common Stock would be deemed constructively owned by such first Person, owned by a single
“entity” (as defined in Section 1.382-3(a)(1) of the Treasury Regulations) or otherwise aggregated with shares
owned by such first Person pursuant to the provisions of Section 382 of the Code, or any successor provision or replacement
provision, and the Treasury Regulations thereunder, provided, however, that a Person shall not be deemed to be the
Affiliate or Associate of another Person solely because either or both Persons are or were directors of the Company.


 


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


 




    	 	2	 



     


    

 


(e)         “Authorized
Officer” shall mean the Chairman of the Board, Vice Chairman of the Board, President and Chief Executive Officer, Chief
Financial Officer or Executive Vice President of the Company.


 


(f)         A
Person shall be deemed the “Beneficial Owner” of, shall be deemed to have “Beneficial Ownership”
of and shall be deemed to “Beneficially Own” any securities:


 


(i)          which
such Person or any of such Person’s Affiliates or Associates, directly or indirectly owns or has the right to acquire (whether
such right is exercisable immediately or only after the passage of time or upon the satisfaction of one or more conditions (whether
or not in the control of such Person), compliance with regulatory requirements or otherwise) pursuant to any agreement, arrangement
or understanding (whether or not in writing) or upon the exercise of conversion rights, exchange rights, rights (other than these
Rights), warrants or options, or otherwise, or the obligation to acquire as a result of such Person’s ownership or beneficial
ownership of the Company’s outstanding equity units or any purchase contract originally issued as part of an equity unit;
provided, however, that a Person shall not be deemed the Beneficial Owner of, or to Beneficially Own, securities
tendered pursuant to a tender or an exchange offer made by or on behalf of such Person or any of such Person’s Affiliates
or Associates until such tendered securities are accepted for purchase or exchange;


 


(ii)         which
such Person or any of such Person’s Affiliates or Associates, directly or indirectly, has the right to vote or dispose of
or has “beneficial ownership” of (as determined pursuant to Rule 13d-3 of the General Rules and Regulations under the
Exchange Act), including pursuant to any agreement, arrangement or understanding, whether or not in writing; provided, however,
that a Person shall not be deemed the Beneficial Owner of, or to Beneficially Own, any security under this subparagraph (ii)
as a result of an agreement, arrangement or understanding (whether or not in writing) to vote such security if such agreement,
arrangement or understanding (A) arises solely from a revocable proxy given in response to a public proxy or consent solicitation
made pursuant to, and in accordance with, the applicable provisions of the General Rules and Regulations under the Exchange Act
and (B) is not reportable by such Person on Schedule 13D under the Exchange Act (or any comparable or successor report);


 


(iii)        which
are Beneficially Owned, directly or indirectly, by any other Person (or any Affiliate or Associate thereof) with respect to which
such Person (or any of such Person’s Affiliates or Associates) has any agreement, arrangement or understanding (whether or
not in writing) for the purpose of acquiring, holding, voting (except pursuant to a revocable proxy as described in the proviso
to subparagraph (ii) of this paragraph (f)) or disposing of any voting securities of the Company; or


 


(iv)        which
such Person actually owns (directly or indirectly) or would be deemed to actually or constructively own pursuant to Section 382
of the Code, or any successor provision or replacement provision, and the Treasury Regulations promulgated thereunder.


 


Notwithstanding the foregoing, nothing in this paragraph (f)
shall cause a Person engaged in business as an underwriter of securities to be the Beneficial Owner of, or to Beneficially Own,
any securities acquired through such Person’s participation in good faith in a firm commitment underwriting until the expiration
of forty (40) days after the date of such acquisition, and then only if such securities continue to be owned by such Person at
such expiration of forty (40) days.


 




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


 


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


 


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


 


(i)         “Common
Stock” shall have the meaning set forth in the preamble of this Agreement.


 


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


 


(k)         “Code”
shall mean the Internal Revenue Code of 1986, as amended.


 


(l)         “Company”
shall have the meaning set forth in the preamble of this Agreement.


 


(m)        “Company’s
Bylaws” shall mean the Amended and Restated Bylaws of the Company, as the same may be amended after the date hereof.


 


(n)         “Company’s
Charter” shall mean the Amended and Restated Certificate of Incorporation of the Company, as the same may be amended
after the date hereof.


 


(o)         “Current
Per Share Market Price” shall have the meaning set forth in Section 11(d)(i) or Section 11(d)(ii) hereof, as
applicable.


 


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


 


(q)         “Distribution
Date” shall mean the earliest of (i) the Close of Business on the 10th Business Day after the Stock Acquisition
Date and (ii) the Close of Business on the 10th Business Day (or, such later date as may be specified by the Board prior to
such time as any Person becomes an Acquiring Person) after the commencement of a tender or an exchange offer by or on behalf of
any Person (other than the Company, any Related Person or any Exempt Person), if upon the consummation thereof such Person would
become an Acquiring Person; provided, however, that if a tender or an exchange offer is terminated prior to the occurrence
of a Distribution Date, then no Distribution Date shall occur as a result of such tender or exchange offer.


 




    	 	4	 



     


    

 


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


 


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


 


(t)          “Exchange
Ratio” shall have the meaning set forth in Section 23(a) hereof.


 


(u)         “Exempt
Person” shall mean any Person (together with its Affiliates and Associates) whose status as a 4.9% Stockholder, as determined
by the Board in its sole and absolute discretion, (i) would not jeopardize or endanger in any material respect the availability
to the Company of its Tax Benefits, or (ii) is otherwise in the best interests of the Company, provided, however,
that, such a Person shall cease to be an Exempt Person if the Board, in its sole discretion, makes a contrary determination based
on the potential effect of such Person’s status as a 4.9% Stockholder (together with all Affiliates and Associates of such
Person) regardless of the reason therefor.


 


(v)        “Exempt
Transaction” shall mean any transaction that the Board determines, in its sole discretion, is exempt from this Agreement,
which determination shall be made in the sole and absolute discretion of the Board, including, without limitation, if the Board
determines that (i) neither the Beneficial Ownership of shares of Common Stock by such Person, directly or indirectly, as
a result of such transaction nor any other aspect of such transaction would jeopardize or endanger the availability to the Company
of the Tax Benefits, or (ii) such transaction is otherwise in the best interests of the Company.


 


(w)        “Existing
Holder” shall mean any Person that, as of the date hereof, is the Beneficial Owner of 4.9% or more of the shares of Common
Stock outstanding (provided that such status is evidenced by a public announcement prior to the date hereof (which, for purposes
of this definition, shall include, without limitation, a report filed or amended pursuant to Section 13(d) or Section 13(g)
under the Exchange Act) by the Company or such Person that such Person is such or that discloses information which reveals that
the Person is such, or that a majority of the Board is otherwise aware that such Person is such) unless and until such Existing
Holder acquires Beneficial Ownership of additional shares of Common Stock (other than as a result of a dividend or distribution
paid or made by the Company on the outstanding shares of Common Stock, or pursuant to a split or subdivision of the outstanding
shares of Common Stock, or as a result of the grant of any options, warrants, rights or similar
interests (including restricted shares and restricted stock units) by the Company to its directors, officers and employees pursuant
to any employee benefit or stock ownership plan of the Company or the exercise or
conversion of any such securities so granted) representing 1% or more of the then outstanding shares of Common Stock unless,
upon becoming the Beneficial Owner of such additional share(s), such Existing Holder is not then the Beneficial Owner of 4.9% or
more of the then outstanding shares of Common Stock.


 


(x)         “Expiration
Date” shall mean the earliest of (i) the Final Expiration Date, (ii) the time at which the Rights are redeemed
as provided in Section 22 hereof, (iii) the time at which the Rights are exchanged in full as provided in Section 23
hereof, (iv) the date that the Board determines that this Agreement is no longer necessary for the preservation of material
valuable Tax Benefits, (v) the beginning of a taxable year of the Company to which the Board determines that no Tax Benefits
may be carried forward, and (vi) a determination by the Board, prior to the time any Person becomes an Acquiring Person, that
this Agreement and the Rights are no longer in the best interests of the Company and its stockholders.


 




    	 	5	 



     


    

 


(y)         “Final
Expiration Date” shall be May 4, 2020.


 


(z)         “First
Amended and Restated Agreement” shall have the meaning set forth in the preamble of this Agreement.


 


(aa)       “NOL’s”
shall have the meaning set forth in the recitals to this Agreement.


 


(bb)       “Original
Rights Agreement” shall have the meaning set forth in the preamble of this Agreement.


 


(cc)       “Ownership
Statement” shall have the meaning set forth in Section 3(a) hereof.


 


(dd)      “Person”
shall mean any individual, firm, corporation, partnership, limited liability company, limited liability partnership, trust or other
legal entity, or any group of persons making a “coordinated acquisition” of shares or otherwise treated as an entity
within the meaning of Section 1.382-3(a)(1) of the Treasury Regulations or otherwise for purposes of Section 382 of the
Code, or any successor provision or replacement provision, and includes any successor (by merger or otherwise) of such individual
or entity.


 


(ee)      “Preferred
Stock” shall mean the shares of Series RA Junior Participating Preferred Stock, par value $0.0001 per share, of the Company
having the rights and preferences set forth in the form of Certificate of Designation, Preferences and Rights of Series RA Junior
Participating Preferred Stock attached hereto as Exhibit A.


 


(ff)        “Purchase
Price” shall mean initially $20.00 per one one-thousandth of a share of Preferred Stock, subject to adjustment from time
to time as provided in this Agreement.


 


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


 


(hh)      “Redemption
Price” shall mean $0.001 per Right, subject to adjustment of the Company to reflect any stock split, stock dividend or
similar transaction occurring after the date of the Original Rights Agreement.


 


(ii)         “Related
Person” shall mean (i) any Subsidiary of the Company or (ii) any employee benefit or stock ownership plan of
the Company or of any Subsidiary of the Company or any entity organized, appointed or established by the Company for or pursuant
to the terms of such plan.


 




    	 	6	 



     


    

 


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


 


(kk)       “Rights
Agent” shall have the meaning set forth in the preamble of this Agreement except as otherwise provided in Section 18
and Section 20 hereof.


 


(ll)         “Rights
Certificates” shall mean certificates evidencing the Rights, in substantially the form attached hereto as Exhibit B.


 


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


 


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


 


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


 


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


 


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


 


(rr)         “Stock
Acquisition Date” shall mean the first date of public announcement (which, for purposes of this definition, shall include,
without limitation, a report filed or amended pursuant to Section 13(d) or Section 13(g) under the Exchange Act) 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 becomes aware of the existence of an Acquiring Person.


 


(ss)       “Stockholder
Ratification” shall mean the ratification of this Agreement by the affirmative vote of the holders of a majority of the
voting power of the outstanding Common Stock entitled to vote, and present, or represented by proxy, at a meeting of stockholders
of the Company (or any adjournment or postponement thereof) duly called and held in accordance with the Company’s Charter,
the Company’s Bylaws and applicable law.


 


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


 


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


 


(vv)      “Summary
of Rights” shall mean a copy of a summary of the terms of the Rights, in substantially the form attached hereto as Exhibit C.


 


(ww)     “Tax
Benefits” shall mean the net operating loss carry-overs, capital loss carry-overs, general business credit carry-overs,
alternative minimum tax credit carry-overs and foreign tax credit carry-overs, as well as any loss or deduction attributable to
a “net unrealized built-in loss” within the meaning of Section 382 of the Code, or any successor provision or
replacement provision, and the Treasury Regulations promulgated thereunder, of the Company or any direct or indirect Subsidiary
thereof.


 




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(xx)        “Trading
Day” shall mean a day on which the principal national securities exchange on which the shares of Common Stock are listed
or admitted to trading is open for the transaction of business or if the shares of Common Stock are not listed or admitted to trading
on any national securities exchange, a Business Day.


 


(yy)      “Treasury
Regulations” shall mean final, temporary and proposed regulations of the Department of the Treasury promulgated under
the Code and any successor regulation, including any amendments thereto.


 


(zz)        “Trust”
shall have the meaning set forth in Section 23(a) hereof.


 


(aaa)     “Trust
Agreement” shall have the meaning set forth in Section 23(a) hereof.


 


Section 2.           Appointment
of the 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, upon ten (10) 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. Prior to the appointment of a co-rights agent, the specific and respective
duties and obligations of the Rights Agent and any co-rights agents shall be set forth in writing and delivered to the Rights
Agent and the proposed co-rights agent. Any actions which may be taken by the Rights Agent pursuant to the terms of this Agreement
may be taken by any such co-rights agent. To the extent that any co-rights agent takes any action pursuant to this Agreement,
such co-rights agent shall be entitled to all of the rights and protections of, and subject to all of the applicable duties and
obligations imposed upon, the Rights Agent pursuant to the terms of this Agreement.


 


Section 3.           Issuance
of Rights Certificates.


 


(a)         Until
the Distribution Date, (i) the Rights shall be evidenced (subject to Section 3(b) and Section 3(c) hereof) by the
certificates representing the shares of Common Stock in the names of the record holders thereof (which certificates representing
such shares of Common Stock shall also be deemed to be certificates for Rights) or by the current ownership statements issued with
respect to uncertificated shares of Common Stock in lieu of such certificates (“Ownership Statements”) (which
Ownership Statements shall be deemed also to be certificates for Rights) and (ii) the Rights shall be transferable only in
connection with the transfer of the underlying shares of Common Stock.


 


(b)         In
connection with the adoption of the Original Rights Agreement, the Company sent a copy of a Summary of Rights, in accordance
with Section 25 hereof, to each record holder of shares of Common Stock. With respect to shares of Common Stock outstanding
as of the Record Date, until the Distribution Date, the Rights associated with such shares of Common Stock will be evidenced by
the certificate or Ownership Statement for such shares of Common Stock registered in the names of the holders thereof, in each
case together with the Summary of Rights. Until the Distribution Date, the surrender for transfer of any certificate or Ownership
Statement for shares of Common Stock outstanding 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 shares of Common Stock represented by such certificate or Ownership Statement.


 




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(c)         Rights
have been and shall continue to be issued by the Company in respect of all shares of Common Stock (other than any shares of Common
Stock that may be issued upon the exercise or exchange of any Right) issued or delivered by the Company after the Record Date but
prior to the earlier of the Distribution Date and the Expiration Date, and, to the extent provided in Section 21 hereof, after
the Distribution Date. Certificates and Ownership Statements representing such shares of Common Stock shall have stamped on, impressed
on, printed on, written on, or otherwise affixed to them a legend in substantially the following form or such similar legend as
the Company may deem appropriate and which is not inconsistent with the provisions of this Agreement and which does not affect
the rights, duties, liabilities, protections 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 transaction
reporting system on which the shares of Common Stock may from time to time be listed or quoted:


 


“This [certificate/statement] also evidences
and entitles the holder hereof to certain Rights as set forth in the Second Amended and Restated Section 382 Rights Agreement
between Onvia, Inc. and Computershare Trust Company, N.A. (or any successor rights agent), dated as of March 20, 2017 and as amended
or supplemented from time to time (the “Rights Agreement”), the terms of which are hereby incorporated herein
by reference and a copy of which is on file at the principal executive offices of Onvia, Inc. The Rights are not exercisable prior
to the occurrence of certain events specified in the Rights Agreement. Under certain circumstances, as set forth in the Rights
Agreement, such Rights may be redeemed, may be exchanged, may expire, may be amended, or may be evidenced by separate certificates
and no longer be evidenced by this [certificate/statement]. Onvia, Inc. shall mail to the holder of this [certificate/statement]
a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request
therefor. Under certain circumstances as set forth in the Rights Agreement, Rights that are or were beneficially owned by an Acquiring
Person or any Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) may become null
and void.”


 


With respect to such certificates or Ownership
Statements containing the foregoing legend, until the Distribution Date, the Rights associated with the shares of Common Stock
represented by such certificates or Ownership Statements shall be represented by such certificates or Ownership Statements alone
and the surrender for transfer of any certificate or Ownership Statement for shares of Common Stock shall also constitute the transfer
of the Rights associated with the shares of Common Stock represented by such certificate or Ownership Statement.


 




    	 	9	 



     


    

 


(d)        As
promptly as practicable after the Distribution Date, the Company shall prepare and execute, the Rights Agent shall countersign
and the Company shall send or cause to be sent (or the Rights Agent will, if requested to do so by the Company and provided with
all necessary information and documentation, in form and substance reasonably satisfactory to the Rights Agent, send), in accordance
with Section 25 hereof, to each record holder of shares of Common Stock, as of the Close of Business on the Distribution Date
(other than an Acquiring Person or any Associate or Affiliate of an Acquiring Person) or the transfer agent or registrar for the
shares of Common Stock, a Rights Certificate representing one Right for each share of Common Stock so held, subject to adjustment
as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to
Section 11(i) or Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall not
be required to issue Rights Certificates evidencing fractional Rights, but may, in lieu thereof, make the necessary and appropriate
rounding adjustments (in accordance with Section 13(a) hereof) so that Rights Certificates evidencing only whole numbers of
Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights shall
be represented solely by such Rights Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence
of the Distribution Date and, if such notification is given orally, the Company shall confirm same in writing on or prior to the
next Business Day. Until such written notice is received by the Rights Agent, the Rights Agent may presume conclusively for all
purposes that the Distribution Date has not occurred.


 


(e)         In
the event that the Company purchases or otherwise acquires any shares of Common Stock after the Record Date but prior to the Distribution
Date, any Rights associated with such shares of Common Stock shall be deemed cancelled and retired so that the Company shall not
be entitled to exercise any Rights associated with the shares of Common Stock so purchased or acquired.


 


Section 4.           Form
of Rights Certificates. The Rights Certificates (and the form of election to purchase and the form of assignment and the certificates
contained therein to be printed on the reverse thereof) shall each be substantially in the form attached hereto as Exhibit B
with such changes and marks of identification or designation, and such legends, summaries or endorsements printed thereon
as the Company may deem appropriate (which shall not affect the rights, duties, liabilities, protections or responsibilities of
the Rights Agent hereunder) and as are not inconsistent with the provisions of this Agreement, or as may be required to comply
with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange
or transaction reporting system on which the Rights may from time to time be listed or quoted, or to conform to usage. Subject
to the provisions of Section 21 hereof, the Rights Certificates, whenever distributed, shall entitle the holders thereof
to purchase such number of one one-thousandths of a share of Preferred Stock as is set forth therein at the Purchase Price; provided,
however, that the Purchase Price, the number and kind of securities issuable upon exercise of each Right and the number
of Rights outstanding shall be subject to adjustment as provided in this Agreement.


 




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Section 5.           Countersignature
and Registration.


 


(a)         The
Rights Certificates shall be executed on behalf of the Company by any Authorized Officer, either manually or by facsimile signature,
and shall have affixed thereto the Company’s seal or a facsimile thereof, which shall be attested by any other Authorized
Officer, either manually or by facsimile signature. The Rights Certificates shall be countersigned by an authorized signatory of
the Rights Agent, either manually or by facsimile signature, and shall not be valid for any purpose unless so countersigned. In
case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company
before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, may
be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person
who signed such Rights Certificates had not ceased to be such officer of the Company; and any Rights Certificates may be signed
on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer
of the Company to sign such Rights Certificate, although at the date of the execution of this Agreement any such person was not
such an officer. In case any authorized signatory of the Rights Agent who has countersigned any Rights Certificate ceases to be
an authorized signatory of the Rights Agent before issuance and delivery by the Company, such Rights Certificate, nevertheless,
may be issued and delivered by the Company with the same force and effect as though the person who countersigned such Rights Certificate
had not ceased to be an authorized signatory of the Rights Agent; and any Rights Certificate may be countersigned on behalf of
the Rights Agent by any person who, at the actual date of the countersignature of such Rights Certificate, is properly authorized
to countersign such Rights Certificate, although at the date of the execution of this Agreement any such person was not so authorized.


 


(b)         Following
the Distribution Date, upon receipt by the Rights Agent of written notice of the occurrence of the Distribution Date pursuant to
Section 3(d) hereof and all other relevant information and documentation referred to in Section 3(d) hereof, the Rights Agent
shall keep or cause to be kept, at its office or offices designated for such purposes and at such other offices 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 any transaction reporting system on which the rights may from time to time be listed or quoted, books for registration
and transfer of the Rights Certificates issued hereunder. Such books shall show the names and addresses of the respective holders
of the Rights Certificates, the number of Rights evidenced on its face by each of the Rights Certificates and the date of each
of the Rights Certificates.


 




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


 


(a)         Subject
to the provisions of Section 11(a)(ii) and Section 13 hereof, at any time after the Close of Business on the Distribution
Date, and prior to the Expiration Date, any Rights Certificate(s) (other than Rights Certificates representing Rights that have
been redeemed or exchanged pursuant to Section 22 or Section 23 hereof) representing exercisable Rights may be transferred,
split-up, combined or exchanged for another Rights Certificate(s), entitling the registered holder to purchase a like number of
one one-thousandths of a share of Preferred Stock (or other securities, cash or other assets, as the case may be) as the Rights
Certificate(s) surrendered then entitled such holder (or former holder in the case of a transfer) to purchase. Any registered holder
desiring to transfer, split-up, combine or exchange any such Rights Certificate(s) must make such request in writing delivered
to the Rights Agent, and must surrender the Rights Certificate(s) to be transferred, split-up, combined or exchanged, with the
forms of assignment and certificate(s) contained therein duly executed, at the office or offices of the Rights Agent designated
for such purpose, along with a signature guarantee (if required) and such other and further documentation as the Company or the
Rights Agent may reasonably request. The Rights Certificates are transferable only on the registry books of the Rights Agent. Neither
the Rights Agent nor the Company shall be obligated to take any action whatsoever with respect to the transfer of any such surrendered
Rights Certificate until the registered holder shall have (i) completed and duly signed the certificate contained in the form
of assignment on the reverse side of such Rights Certificate, (ii) provided such additional evidence of the identity of the
Beneficial Owner (or former Beneficial Owner) any Affiliates or Associates of such Beneficial Owner (or former Beneficial Owner),
or of any other Person with which such Beneficial Owner or any of such Beneficial Owner’s Affiliates or Associates has any
agreement, arrangement or understanding, as the Company or the Rights Agent shall reasonably request and (iii) paid a sum
sufficient to cover any tax or charge that may be imposed in connection with any transfer, split-up, combination or exchange of
Rights Certificates as required by Section 9(d) hereof. Thereupon the Rights Agent shall, subject to Section 11(a)(ii),
Section 13 and Section 23 hereof, countersign and deliver to the Person entitled thereto a Rights Certificate or Rights
Certificates, as the case may be, as so requested and registered in such name or names as may be designated by the surrendering
registered holder. The Rights Agent shall promptly forward any such sum collected by it to the Company or to such Person or Persons
as the Company shall specify by written notice. The Rights Agent shall have no duty or obligation to take any action under any
section of this Agreement that requires the payment of taxes and/or charges unless and until it is satisfied that all such taxes
and/or charges have been paid.


 


(b)         Subject
to the provisions of this Agreement, upon receipt by the Company and the Rights Agent of evidence reasonably satisfactory to them
of the loss, theft, destruction or mutilation of a Rights Certificate, and, in case of loss, theft or destruction, of indemnity
or security reasonably satisfactory to them, along with such other and further documentation as the Company or the Rights Agent
may reasonably request and reimbursement to the Company and the Rights Agent of all reasonable expenses incidental thereto, and
upon surrender to the Rights Agent and cancellation of the Rights Certificate, if mutilated, the Company shall execute and deliver
a new Rights Certificate of like tenor to the Rights Agent and the Rights Agent will countersign and deliver such new Rights Certificate
to the registered holder in lieu of the Rights Certificate so lost, stolen, destroyed or mutilated.


 


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


 


(a)         Subject
to Section 11(a)(ii) hereof, at any time after the Distribution Date and prior to the Expiration Date, the registered holder
of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein, including, without limitation,
the restrictions on exercisability as set forth in Section 9(e), Section 11(a)(iii), Section 22(a) and Section 23(a)
hereof) in whole or in part upon surrender of the Rights Certificate, with the form of election to purchase and the certificate
contained therein on the reverse side thereof properly completed and duly executed (with such signature duly guaranteed, if required),
to the Rights Agent at the office or offices of the Rights Agent designated for such purpose, together with payment of the Purchase
Price (including any applicable tax or charge required to be paid by the holder of such Rights Certificate in accordance with the
provisions of Section 9(d) hereof) for each one one-thousandth of a share of Preferred Stock (or other securities, cash or
other assets, as the case may be) as to which the Rights are exercised.


 




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(b)         Except
as otherwise provided herein, upon receipt of a Rights Certificate representing exercisable Rights with the form of election to
purchase and the certificate contained therein properly completed and duly executed, accompanied by payment of the Purchase Price
for each one one-thousandth of a share of Preferred Stock (or other securities, cash or other assets, as the case may be) to be
purchased and an amount equal to any applicable tax or charge required to be paid under Section 9(d) hereof by certified check,
cashier’s check, bank draft or money order payable to the order of the Company, the Rights Agent shall, subject to Section 19(j)
hereof, thereupon promptly (i) (A) requisition from any transfer agent of the shares of Preferred Stock (or make available,
if the Rights Agent is the transfer agent for such shares) certificates representing the total number of one one-thousandths of
a share of Preferred Stock to be purchased (and the Company hereby irrevocably authorizes and directs its transfer agent to comply
with all such requests) or (B) if the Company shall have elected to deposit any shares of Preferred Stock issuable upon exercise
of the Rights hereunder with a depositary agent, requisition from the depositary agent depositary receipts representing such number
of one one-thousandths of a share of Preferred Stock as are to be purchased (and the Company hereby irrevocably authorizes and
directs such depositary agent to comply with all such requests), (ii) after receipt of such certificates (or depositary receipts,
as the case may be), cause the same to be delivered to or upon the order of the registered holder of such Rights Certificate, registered
in such name or names as may be designated by such holder, (iii) when necessary to comply with this Agreement, requisition
from the Company or any transfer agent therefor the certificates representing the number of equivalent shares to be issued in lieu
of the issuance of shares of Common Stock in accordance with the provisions of Section 11(a)(iii) hereof, (iv) when necessary
to comply with this Agreement, after receipt of such certificates, cause the same to be delivered to or upon the order of the registered
holder of such Rights Certificate, registered in such name or names as may be designated by such holder, (v) when necessary
to comply with this Agreement, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional
shares in accordance with the provisions of Section 13 hereof, and (vi) when necessary to comply with this Agreement,
after receipt, deliver such cash to the registered holder of such Rights Certificate.


 


(c)          Except
as otherwise provided herein, in case the registered holder of any Rights Certificate shall properly exercise less than all the
Rights evidenced thereby, the Rights Agent shall prepare, execute and deliver a new Rights Certificate evidencing Rights equivalent
to the Rights remaining unexercised to the registered holder of such Rights Certificate or to such holder’s duly authorized
assigns, subject to the provisions of Section 13 hereof.


 


(d)          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 any purported transfer, split-up, combination or exchange of any Rights Certificate pursuant to Section 6
hereof, or exercise or assignment of a Rights Certificate as set forth in this Section 7 unless the registered holder of such
Rights Certificate shall have (i)  properly completed and duly executed the certificate contained in the form of assignment
or the form of election to purchase, as applicable, set forth on the reverse side of the Rights Certificate surrendered for such
transfer, split-up, combination, exchange, exercise or assignment and (ii) provided such additional evidence of the identity
of the Beneficial Owner (or former Beneficial Owner) thereof and of the Rights evidenced thereby and Affiliates and Associates
thereof as the Company or the Rights Agent may reasonably request.


 




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Section 8.           Cancellation
and Destruction of Rights Certificates


 


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


 


Section 9.           Company
Covenants Concerning Securities and Rights.


 


(a)         The
Company covenants and agrees that it shall cause to be reserved, authorized for issuance and kept available out of its authorized
and unissued shares of Preferred Stock, a number of shares of Preferred Stock that shall be sufficient to permit the exercise in
full of all outstanding Rights in accordance with Section 7 hereof.


 


(b)         The
Company covenants and agrees that so long as the shares of Preferred Stock (and, following the occurrence of a Section 11(a)(ii)
Event, shares of Common Stock or other securities, as the case may be) issuable upon the exercise of the Rights may be listed on
any national securities exchange, or quoted on a quotation system, it shall endeavor to cause, from and after such time as the
Rights become exercisable, all securities reserved for issuance upon the exercise of the Rights to be listed on such exchange,
or quoted on such quotation system, upon official notice of issuance upon such exercise.


 


(c)         The
Company covenants and agrees that it shall take all such actions as may be necessary to ensure that all shares of Preferred Stock
(and, following the occurrence of a Section 11(a)(ii) Event, shares of Common Stock or other securities, as the case may be)
delivered upon exercise of Rights, at the time of delivery of the certificates for such securities, shall be (subject to payment
of the Purchase Price) duly authorized, validly issued, fully paid and non-assessable securities.


 


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


 




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(e)         If
the Company determines that registration under the Securities Act is required, then the Company shall use commercially reasonable
efforts (i) to file, as soon as practicable after the Distribution Date, on an appropriate form, a registration statement
under the Securities Act with respect to the securities issuable upon exercise of the Rights, (ii) to cause such registration
statement to become effective as soon as practicable after such filing and (iii) to cause such registration statement to remain
effective (with a prospectus at all times meeting the requirements of the Securities Act) until the earlier of (A) the date
as of which the Rights are no longer exercisable for such securities and (B) the Expiration Date. The Company shall also take
such action as may be appropriate under, or to ensure compliance with, the securities or “blue sky” laws of the various
states in connection with the exercisability of the Rights. The Company may temporarily suspend, for a period of time not to exceed
ninety (90) calendar days after the date the Company determines that registration is required, the exercisability of the Rights
in order to prepare and file such registration statement and to permit it to become effective or to qualify the rights, the exercise
thereof or the issuance of shares of Preferred Stock, Common Stock, or other securities upon the exercise thereof under state securities
or “blue sky” laws. Upon any such suspension, the Company shall issue a public announcement stating that the exercisability
of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect,
in each case with simultaneous written notice to the Rights Agent. For the avoidance of doubt, the Company shall notify the Rights
Agent in writing whenever it makes a public announcement pursuant to this Section 9(e) and give the Rights Agent a copy of
such announcement. In addition, if the Company determines that a registration statement or other document should be filed under
the Securities Act or any state securities laws following the Distribution Date, the Company may temporarily suspend the exercisability
of the Rights, for a period of time not to exceed ninety (90) calendar days after the date the Company makes such determination,
in each relevant jurisdiction, until such time as a registration statement has been declared effective or any such other document
filed and, if required, approved, and, upon any such suspension, the Company shall issue a public announcement stating that the
exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is
no longer in effect, in each case with simultaneous written notice to the Rights Agent. Notwithstanding anything in this Agreement
to the contrary, the Rights shall not be exercisable in any jurisdiction if the requisite registration or qualification in such
jurisdiction has not been effected or the exercise of the Rights is not permitted under applicable law.


 


(f)          Notwithstanding
anything in this Agreement to the contrary, after the later of the Stock Acquisition Date and the Distribution Date, the Company
shall not, except as permitted by Section 22 or Section 26 hereof, take (or permit any Subsidiary to take) any action
if at the time such action is taken it is reasonably foreseeable that such action shall eliminate or otherwise diminish the benefits
intended to be afforded by the Rights.


 


(g)         In
the event that the Company is obligated to issue other securities of the Company, pay cash or distribute other assets pursuant
to Section 7, Section 11, Section 13, Section 22 or Section 23 hereof, it shall make all arrangements
necessary so that such other securities, cash or other assets are available for distribution by the Rights Agent, if and when necessary
to comply with this Agreement.


 




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


 


Section 11.         Adjustment
of Purchase Price, Number and Kind of Securities or Number of Rights. The Purchase Price, the number of shares of Preferred
Stock 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.


 


(a)         (i)           In
the event the Company shall at any time after the Record Date (A) declare a dividend on the shares of Preferred Stock payable
in shares of Preferred Stock, (B) subdivide the outstanding shares of Preferred Stock, (C) combine the outstanding shares
of Preferred Stock into a smaller number of shares of Preferred Stock or (D) issue any shares of its capital stock in a reclassification
of the shares of Preferred Stock (including any such reclassification in connection with a consolidation or merger in which the
Company is the continuing or surviving corporation), except as otherwise provided in this Section 11(a), 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,
as the case may be, 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, upon payment of the Purchase Price then
in effect, the aggregate number and kind of shares of capital stock which, if such Right had been exercised immediately prior to
such date (whether or not such Right was then exercisable) and at a time when the transfer books of the Company for the shares
of Preferred Stock (or other capital stock, as the case may be) were open, the 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 the exercise of one Right.


 




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(ii)         Subject
to Section 22 and Section 23 of this Agreement and except as otherwise provided in this Section 11(a)(ii) and Section 11(a)(iii)
hereof, in the event that any Person becomes an Acquiring Person (a “Section 11(a)(ii) Event”), each holder
of a Right shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then-current Purchase
Price, in accordance with the terms of this Agreement and in lieu of shares of Preferred Stock, such number of shares of Common
Stock (or, at the option of the Company, such number of one one-thousandths of a share of Preferred Stock) as shall equal the result
obtained by (x) multiplying the then-current Purchase Price by the number of one one-thousandths of a share of Preferred Stock
for which a Right was exercisable immediately prior to the first occurrence of a Section 11(a)(ii) Event and dividing that
product (which, following such first occurrence, shall thereafter be referred to as the “Purchase Price” for
each Right and for all purposes of this Agreement) by (y) 50% of the Current Per Share Market Price of the Common Stock (determined
pursuant to Section 11(d) hereof) on the date of such first occurrence; provided, however, that the Purchase
Price (as so adjusted) and the number of shares of Common Stock so receivable upon the exercise of a Right shall thereafter be
subject to further adjustment as appropriate in accordance with Section 11(f) hereof.


 


Notwithstanding anything in this Agreement
to the contrary, however, from and after the first occurrence of a Section 11(a)(ii) Event, any Rights that are beneficially
owned by (A) any Acquiring Person (or any Affiliate or Associate of any Acquiring Person), (B) a transferee of any Acquiring
Person (or any such Affiliate or Associate) who becomes a transferee after the occurrence of such Person becoming an Acquiring
Person or (C) a transferee of any Acquiring Person (or any such Affiliate or Associate) who became a transferee prior to or
concurrently with such Person becoming an Acquiring Person pursuant to either (1) a transfer from the Acquiring Person (or
any such Affiliate or Associate) to holders of its equity securities or to any Person with whom the Acquiring Person (or any such
Affiliate or Associate) has any continuing agreement, arrangement or understanding, written or otherwise, regarding the transferred
Rights or (2) a transfer that the Board has determined is part of a plan, arrangement or understanding, written or otherwise,
which has the purpose or effect of avoiding the provisions of this paragraph, shall be null and void without any further action
and any holder of such Rights shall thereafter have no rights whatsoever with respect to such Rights, whether under any provision
of this Agreement or otherwise. The Company shall use commercially reasonable efforts to ensure that the provisions of this Section 11(a)(ii)
are complied with, but shall have no liability to any holder of Rights Certificates or other Person as a result of its failure
to make any determinations with respect to an Acquiring Person or its Affiliates, Associates or transferees hereunder. From and
after the occurrence of any Person becoming an Acquiring Person, no Rights Certificates shall be issued pursuant to Section 3
or Section 6 hereof that represents Rights that are or have become void pursuant to the provisions of this paragraph, and
any Rights Certificates delivered to the Rights Agent that represents Rights that are or have become void pursuant to the provisions
of this paragraph shall be cancelled.


 




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(iii)        The
Company may at its option substitute for a share of Common Stock issuable upon the exercise of the Rights in accordance with the
foregoing Section 11(a)(ii) such number or fractions of shares of Preferred Stock having an aggregate current market value
equal to the Current Per Share Market Price of a share of Common Stock. In the event that there shall be an insufficient number
of shares of Common Stock authorized but unissued (and unreserved) to permit the exercise in full of the Rights in accordance with
the foregoing Section 11(a)(ii), the Board shall, with respect to such deficiency, to the extent not prohibited by applicable
law or any material agreements then in effect to which the Company is a party, (A) determine the excess of (1) the value
of the shares of Common Stock issuable upon the exercise of a Right in accordance with the foregoing Section 11(a)(ii) (the
“Current Value”) over (2) the then-current Purchase Price (such excess, the “Spread”),
and (B) with respect to each Right (other than Rights which have become void pursuant to Section 11(a)(ii)), make adequate
provision to substitute for the shares of Common Stock issuable in accordance with Section 11(a)(ii) upon the exercise of
the Right and payment of the applicable Purchase Price, (1) cash, (2) a reduction in the Purchase Price, (3) shares
of Preferred Stock or 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 shares of Common
Stock, are deemed in good faith by the Board to have substantially the same value as the shares of Common Stock), (4) debt
securities of the Company, (5) other assets or (6) any combination of the foregoing, having a value which, when added
to the value of the shares of Common Stock actually issued upon the exercise of such Right, shall have an aggregate value equal
to the Current Value, where such aggregate value has been determined by the Board (upon the advice of a nationally recognized investment
banking firm selected by the Board in good faith); provided, however, if the Company shall not make adequate provision
to deliver value pursuant to clause (B) above within thirty (30) calendar days following the later of (x) the first
occurrence of a Section 11(a)(ii) Event and (y) the date on which the Company’s right of redemption pursuant to
Section 22(a) hereof expires (the later of (x) and (y) being referred to herein as the “Section 11(a)(ii) Trigger
Date”), then the Company shall be obligated to deliver, to the extent not prohibited by applicable law or any material
agreements then in effect to which the Company is a party, upon the surrender for exercise of a Right and without requiring payment
of the Purchase Price, shares of Common Stock (to the extent available), and then, if necessary, such number or fractions of shares
of Preferred Stock (to the extent available) and then, if necessary, cash, which shares and cash have an aggregate value equal
to the Spread. If within the 30-day period referred to above the Board shall determine in good faith that it is likely that sufficient
additional shares of Common Stock could be authorized for issuance upon the exercise in full of the Rights, then, if the Board
so elects, such 30-day period may be extended to the extent necessary, but not more than ninety (90) calendar days after the
Section 11(a)(ii) Trigger Date, in order that the Company may seek stockholder approval for the authorization of such additional
shares (such 30-day period, as it may be extended, is hereinafter called the “Substitution Period”). To the
extent that the Company determines that some action need be taken pursuant to the second or third sentence of this Section 11(a)(iii),
the Company (A) shall provide, subject to Section 11(a)(ii), that such action shall apply uniformly to all outstanding
Rights and (B) may suspend the exercisability of the Rights until the expiration of the Substitution Period in order to seek
any authorization of additional shares or to decide the appropriate form of distribution to be made pursuant to such second sentence
and to determine the value thereof. In the event of any such suspension, the Company shall issue a public announcement stating
that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension
is no longer in effect, in each case with simultaneous written notice to the Rights Agent.


 




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(b)          If
the Company fixes a record date for the issuance of rights, options or warrants to all holders of shares of Preferred Stock entitling
them (for a period expiring within forty-five (45) calendar days after such record date) to subscribe for or purchase shares
of Preferred Stock (or securities having equivalent rights, privileges and preferences as the shares of Preferred Stock (for purposes
of this Section 11(b), “Equivalent Preferred Stock”)) or securities convertible into shares of Preferred
Stock or Equivalent Preferred Stock at a price per share of Preferred Stock or Equivalent Preferred Stock (or having a conversion
price per share, if a security convertible into shares of Preferred Stock or Equivalent Preferred Stock) less than the Current
Per Share Market Price of the shares of Preferred Stock (determined pursuant to Section 11(d) hereof) on such record date,
the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately
prior to such record date by a fraction, the numerator of which is the number of shares of Preferred Stock outstanding on such
record date plus the number of shares of Preferred Stock which the aggregate offering price of the total number of shares of Preferred
Stock and Equivalent Preferred Stock so to be offered (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 is the number of shares of
Preferred Stock outstanding on such record date plus the number of additional shares of Preferred Stock and 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 issuable upon the exercise of one Right. In case such subscription price
may be paid in a consideration part or all of which is 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 written statement filed with the Rights Agent. Shares of
Preferred Stock owned by or held for the account of the Company shall not be deemed outstanding for the purpose of any such computation.
Such adjustments shall be made successively whenever such a record date is fixed, and in the event that such rights, options or
warrants are not so issued, the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such
record date had not been fixed.


 


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


 




    	 	19	 



     


    

  


(d)          (i)          For
the purpose of any computation hereunder, the “Current Per Share Market Price” of a share of Common Stock on
any date shall be deemed to be the average of the daily closing prices per share of a share of Common Stock for the thirty (30) consecutive
Trading Days immediately prior to, but not including, such date; provided, however, that in the event that the Current
Per Share Market Price of Common Stock is determined during a period following the announcement by the Company of (A) a dividend
or distribution on such shares of Common Stock payable in shares of Common Stock or securities convertible into such shares (other
than the Rights) or (B) any subdivision, combination or reclassification of such shares of Common Stock, and prior to the
expiration of thirty (30) Trading Days after, but not including, 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 take into account ex-dividend trading or to reflect the current per share market price
per share equivalent of such shares of Common Stock. 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 Stock Market or, if the Common Stock is not listed or admitted to trading on the NASDAQ Stock Market, as reported
in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities
exchange on which the Common Stock is listed or admitted to trading or, if the Common Stock is not listed or admitted to trading
on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices
in the over-the-counter market, as reported on a quotation system then in use, or, if on any such date the Common Stock 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 Common Stock selected by the Board. If the Common Stock is not publicly held or not so listed or traded, or is
not the subject of available bid and asked quotes, the Current Per Share Market Price of such Common Stock shall mean the fair
value per share as determined in good faith by the Board, whose determination shall be described in a written statement filed with
the Rights Agent.


 


(ii)         For
the purpose of any computation hereunder, the “Current Per Share Market Price” of a share of Preferred Stock
shall be determined in accordance with the method set forth above in Section 11(d)(i) other than the last sentence thereof.
If the Current Per Share Market Price of Preferred Stock cannot be determined in the manner provided above, it shall be conclusively
deemed to be an amount equal to the current per share market price of the shares of Common Stock multiplied by ten thousand (as
such number may be appropriately adjusted to reflect events such as stock splits, stock dividends, recapitalizations or similar
transactions relating to the shares of Common Stock occurring after the date of this Agreement). If neither the Common Stock nor
the Preferred Stock are publicly held or so listed or traded, or the subject of available bid and asked quotes, “Current
Per Share Market Price” of the Preferred Stock shall mean the fair value per share as determined in good faith by the
Board, whose determination shall be described in a written statement filed with the Rights Agent. For all purposes of this Agreement,
the current per share market price of one one-thousandth of a share of Preferred Stock shall be equal to the current per share
market price of one share of Preferred Stock divided by ten thousand.


 




    	 	20	 



     


    

  


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


 


(f)          If
as a result of an adjustment made pursuant to Section 11(a) hereof, the holder of any Right thereafter exercised becomes entitled
to receive any securities of the Company other than shares of Preferred Stock, thereafter the number or kind of such other securities
so receivable upon the exercise of any Right (or the Purchase Price in respect thereof) shall be subject to adjustment from time
to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the shares of Preferred
Stock (and the Purchase Price in respect thereof) contained in this Section 11, and the provisions of Section 7, Section 9,
Section 10 and Section 13 hereof with respect to the shares of Preferred Stock (and the Purchase Price in respect thereof)
shall apply on like terms to any such other securities (and the Purchase Price in respect thereof).


 


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


 


(h)          Unless
the Company has exercised its election as provided in Section 11(i) hereof, upon each adjustment of the Purchase Price pursuant
to Section 11(b) or Section 11(c) hereof, each Right outstanding immediately prior to the making of such adjustment shall
thereafter evidence the right to purchase, at the adjusted Purchase Price, that number of one one-thousandths of a share of Preferred
Stock (calculated to the nearest one one-millionth of a share of Preferred Stock) obtained by (i) multiplying (x) the
number of one one-thousandths of a share of Preferred Stock issuable upon the exercise of a Right immediately prior to such adjustment
of the Purchase Price 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.


 




    	 	21	 



     


    

  


(i)          The
Company may elect, on or after the date of any adjustment of the Purchase Price, to adjust the number of Rights in substitution
for any adjustment in the number of one one-thousandths of a share of Preferred Stock 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 one one-thousandths
of a share of Preferred Stock for which a Right was exercisable immediately prior to such adjustment. Each Right held of record
prior to such adjustment of the number of Rights shall become that number of Rights (calculated to the nearest one hundred-thousandth)
obtained by dividing the Purchase Price in effect immediately prior to adjustment of the Purchase Price by the Purchase Price in
effect immediately after adjustment of the Purchase Price. The Company shall make a public announcement of its election to adjust
the number of Rights, indicating the record date for the adjustment, and, if known at the time, the amount of the adjustment to
be made. The Company shall also, as promptly as practicable, notify the Rights Agent in writing of same pursuant to Section 9(e)
hereof and give the Rights Agent a copy of such announcement. Such record date may be the date on which the Purchase Price is adjusted
or any day thereafter, but if the Rights Certificates have been issued, such record date shall be at least ten (10) calendar days
later than the date of the public announcement. If Rights Certificates have been issued, upon each adjustment of the number of
Rights pursuant to this Section 11(i), the Company shall, as promptly as practicable, cause to be distributed to holders of
record of Rights Certificates on such record date, Rights Certificates evidencing, subject to the provision of Section 13
hereof, the additional Rights to which such holders are entitled as a result of such adjustment, or, at the option of the Company,
shall cause to be distributed to such holders of record in substitution and replacement for the Rights Certificates held by such
holders prior to the date of adjustment, and upon surrender thereof if required by the Company, new Rights Certificates evidencing
all the Rights to which such holders are entitled after such adjustment. Rights Certificates so to be distributed shall be issued,
executed, and countersigned in the manner provided for herein (and may bear, at the option of the Company, the adjusted Purchase
Price) and shall be registered in the names of the holders of record of Rights Certificates on the record date specified in the
public announcement.


 


(j)          Without
respect to any adjustment or change in the Purchase Price or the number or kind of securities issuable upon the exercise of the
Rights, the Rights Certificates theretofore and thereafter issued may continue to express the Purchase Price and the number and
kind of securities which were expressed in the initial Rights Certificate issued hereunder.


 


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


 


(l)          In
any case in which this Section 11 otherwise requires 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 the number of one one-thousandths of a share of Preferred Stock or other securities of
the Company, if any, issuable upon such exercise over and above the number of one one-thousandths of a share of Preferred Stock
or other securities of the Company, if any, issuable upon such exercise on the basis of the Purchase Price in effect prior to such
adjustment; provided, however, that the Company delivers to such holder a due bill or other appropriate instrument
evidencing such holder’s right to receive such additional shares of Preferred Stock or other securities upon the occurrence
of the event requiring such adjustment.


 




    	 	22	 



     


    

  


(m)          Notwithstanding
anything in this Agreement to the contrary, 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 in its good faith judgment the Board
determines to be necessary or advisable in order that any (i) consolidation or subdivision of the shares of Preferred Stock,
(ii) issuance wholly for cash of shares of Preferred Stock at less than the Current Per Share Market Price therefor, (iii) issuance
wholly for cash of shares of Preferred Stock or securities which by their terms are convertible into or exchangeable for shares
of Preferred Stock, (iv) stock dividends or (v) issuance of rights, options or warrants referred to in this Section 11,
hereafter made by the Company to holders of its shares of Preferred Stock is not taxable to such stockholders.


 


(n)          Notwithstanding
anything in this Agreement to the contrary, in the event that the Company at any time after the Record Date and prior to the Distribution
Date (i) pays a dividend on the outstanding shares of Common Stock payable in shares of Common Stock, (ii) subdivides
the outstanding shares of Common Stock, (iii) combines the outstanding shares of Common Stock into a smaller number of shares
or (iv) issues any shares of its capital stock in a reclassification of the outstanding shares of Common Stock (including
any such reclassification in connection with a consolidation or merger in which the Company is the continuing or surviving corporation),
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 issued or delivered on or after the Distribution Date pursuant to Section 21 hereof), shall be proportionately
adjusted so that the number of Rights thereafter associated with each share of Common Stock following any such event equals the
result obtained by multiplying the number of Rights associated with each share of Common Stock immediately prior to such event
by a fraction, the numerator of which is the total number of shares of Common Stock outstanding immediately prior to the occurrence
of the event and the denominator of which is the total number of shares of Common Stock outstanding immediately following the occurrence
of such event. The adjustments provided for in this Section 11(n) shall be made successively whenever such a dividend is paid
or such a subdivision, combination or reclassification is effected.


 


Section 12.         Certificate
of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made or any event affecting the Rights or their exercisability
(including, without limitation, an event which causes Rights to become null and void) occurs as provided in Section 11 hereof,
the Company shall promptly (a) prepare a certificate setting forth such adjustment and a brief statement of the facts and
calculations accounting for such adjustment or describing such event, (b) file with the Rights Agent, and with each transfer
agent for the shares of Preferred Stock and the shares of Common Stock, a copy of such certificate, and (c) if a Distribution
Date has occurred, give a brief summary thereof to each holder of a Rights Certificate in accordance with Section 25 hereof.
The Rights Agent shall be fully protected in relying on any such certificate and on any adjustments or statements therein contained
and shall not be deemed to have knowledge of any such adjustment or event unless and until it shall have received such certificate,
provided, however, that the Rights Agent will not be entitled to such protection in cases of bad faith or willful
misconduct.


 




    	 	23	 



     


    

  


Section 13.         Fractional
Rights and Fractional Shares.


  


(a)          The
Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(n)
hereof, or to distribute Rights Certificates which evidence fractional Rights. In lieu of such fractional Rights, the Company shall
pay to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable,
an amount in cash equal to the same fraction of the current market value of one Right. For purposes of this Section 13(a),
the current market value of one Right is 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 Trading Day shall be the last sale price,
regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in
either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted
to trading on the NASDAQ Stock Market or, if the Rights are not listed or admitted to trading on the NASDAQ Stock Market, 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 on a quotation system then in use or, if on any such date the Rights are not quoted, the average of the closing
bid and asked prices as furnished by a professional market maker making a market in the Rights, such market maker to be selected
by the Board. If the Rights are not publicly held or are not so listed or traded, or are not the subject of available bid and asked
quotes, the current market value of one Right shall mean the fair value thereof as determined in good faith by the Board, whose
determination shall be described in a written statement filed with the Rights Agent.


 


(b)          The
Company shall not be required to issue fractions of shares of Preferred Stock (other than fractions which are integral multiples
of one one-thousandth of a share of Preferred Stock) upon the exercise of the Rights or to distribute certificates which evidence
fractional shares of Preferred Stock (other than fractions which are integral multiples of one one-thousandth of a share of Preferred
Stock). Fractions of Preferred Stock in integral multiples of one one-thousandth of such Preferred Stock may, in the sole discretion
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 provides that the holders of such depositary receipts have all the rights, privileges and preferences
to which they are entitled as Beneficial Owners of the Preferred Stock represented by such depositary receipts. In lieu of fractional
shares of Preferred Stock that are not integral multiples of one one-thousandth of a share of Preferred Stock, the Company may
pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash
equal to the same fraction of the current market value of one one-thousandth of a share of Preferred Stock. For purposes of this
Section 13(b), the current market value of one one-thousandth of a share of Preferred Stock shall be one one-thousandth of
the closing price of a share of Preferred Stock (as determined pursuant to Section 11(d)(ii) hereof) for the Trading Day immediately
prior to the date of such exercise; provided, however, that if the closing price of the shares of Preferred Stock
cannot be so determined, the closing price of the shares of Preferred Stock for such Trading Day shall be conclusively deemed to
be an amount equal to the closing price of the shares of Common Stock for such Trading Day multiplied by ten thousand (as such
number may be appropriately adjusted to reflect events such as stock splits, stock dividends, recapitalizations or similar transactions
relating to the shares of Common Stock occurring after the date of this Agreement).


 




    	 	24	 



     


    

  


(c)          Following
the occurrence of a Section 11(a)(ii) Event, the Company shall not be required to issue fractions of shares of Common Stock
upon the exercise or exchange of the Rights or to distribute certificates or Ownership Statements which evidence fractional shares
of Common Stock. In lieu of issuing any such fractional shares of Common Stock, the Company may pay to any Person to whom or 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 one such share of Common Stock. For purposes of this Section 13(c), the current market value of one share
of Common Stock shall be the closing price thereof (as determined pursuant to Section 11(d)(i) hereof) on the Trading Day
immediately prior to the date of such exercise or exchange.


 


(d)          The
holder of a Right by the acceptance of the Rights expressly waives such holder’s right to receive any fractional Rights or
any fractional shares upon the exercise of a Right, except as permitted by this Section 13.


 


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


 




    	 	25	 



     


    

  


Section 14.         Rights
of Action.


 


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


 


(b)          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, judgment, decree or ruling (whether interlocutory or final) issued by a court of competent
jurisdiction or by a governmental regulatory, self-regulatory or an administrative agency or a commission, or any statute, rule,
regulation, or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance
of such obligation(s); provided, however, that the Company shall use commercially reasonable efforts to have any
such injunction, order, judgment, decree or ruling lifted or otherwise overturned as soon as possible.


 


Section 15.         Agreement
of Rights Holders. Every holder of a Right, by accepting the same, consents and agrees with the Company and the Rights Agent
and with every other holder of a Right that:


 


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


 


(b)          after
the Distribution Date, the Rights Certificates are transferable only on the registry books of the Rights Agent if surrendered at
the office or offices of the Rights Agent designated for such purposes, duly endorsed or accompanied by a properly executed instrument
of transfer with the appropriate forms and certificates contained therein fully executed;


 


(c)          subject
to Section 6(a) and Section 7(d) hereof, the Company and the Rights Agent may deem and treat the Person in whose name
a Rights Certificate (or, prior to the Distribution Date, the associated Common Stock share certificate or Ownership Statement)
is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or
writing on the Rights Certificates or the associated Common Stock share certificate or Ownership Statement made by anyone other
than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent, subject to the
penultimate sentence of Section 11(a)(ii) hereof, shall be affected by any notice to the contrary; and


 




    	 	26	 



     


    

  


(d)          such
holder expressly waives any right to receive any fractional Rights and any fractional securities upon the exercise or exchange
of a Right, except as otherwise provided in Section 13 hereof.


 


Section 16.         Rights
Certificate Holder Not Deemed a Stockholder. No holder, of any Rights Certificate, by means of such possession, shall be entitled
to vote, receive dividends or be deemed for any purpose the holder of the number of one one-thousandths of a share of Preferred
Stock 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 Rights Certificate be construed to confer upon the holder of any Rights Certificate,
by means of such possession, any of the rights of a stockholder of the Company including any right to vote on any matter submitted
to stockholders at any meeting thereof, including the election of directors, 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 hereof), or to
receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by such Rights Certificate have been
exercised in accordance with the provisions of this Agreement.


 


Section 17.         Concerning
the Rights Agent.


 


(a)          The
Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder, and, from time to
time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the preparation,
administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees
to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, damage, judgment, fine, penalty, claim,
demand, cost or expense (including the reasonable and documented fees and expenses of outside legal counsel), incurred without
gross negligence, bad faith or willful misconduct (which gross negligence, bad faith or willful misconduct must be determined by
a final, non-appealable order, judgment, decree or ruling of a court of competent jurisdiction) on the part of the Rights Agent,
for action taken or omitted to be taken by the Rights Agent in connection with the acceptance and administration of this Agreement
and the performance of its duties and responsibilities and the exercise of its rights hereunder, including the costs and expenses
of defending against any claim of liability arising therefrom, directly or indirectly. The costs and expenses of enforcing this
right of indemnification will also be paid by the Company. The provisions of this Section 17 shall survive the exercise, exchange,
redemption or expiration of the Rights, the resignation, replacement or removal of the Rights Agent and the termination or expiration
of this Agreement.


 


(b)          The
Rights Agent may conclusively rely on, and shall be protected and shall incur no liability for or in respect of any action taken,
suffered or omitted by it in connection with, its acceptance or administration of this Agreement and the exercise and performance
of its duties and responsibilities and the exercise of its rights hereunder, in reliance upon any Rights Certificate or certificate
evidencing shares of Preferred Stock, Common Stock or other securities of the Company or an Ownership Statement, or any instrument
of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement,
or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged,
by the proper Person or Persons, or otherwise upon the advice of counsel as set forth in Section 19 hereof. 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.


 




    	 	27	 



     


    

  


(c)          Notwithstanding
anything in this Agreement to the contrary, in no event will the Rights Agent be liable for special, indirect or consequential
loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Rights Agent has been advised of
the likelihood of such loss or damage and regardless of the form of action.


 


Section 18.         Merger,
Consolidation or Change of Name of the Rights Agent.


 


(a)          Any
Person into which the Rights Agent or any successor Rights Agent may be merged or with which it may be consolidated, or any Person
resulting from any merger or consolidation to which the Rights Agent or any successor Rights Agent is a party, or any Person succeeding
to the corporate trust, stock transfer or other shareholder services business of the Rights Agent or any successor Rights Agent
will be the successor to the Rights Agent under this Agreement without the execution or filing of any paper or any further act
on the part of any of the parties hereto; provided that such Person would be eligible for appointment as a successor Rights Agent
under the provisions of Section 20 hereof. If at the time such successor Rights Agent shall succeed to the agency created
by this Agreement any of the Rights Certificates shall have been countersigned but not delivered, any such successor Rights Agent
may adopt the countersignature of a predecessor Rights Agent and deliver such Rights Certificates so countersigned; and if at that
time any of the Rights Certificates shall not have been countersigned, any successor Rights Agent may countersign such Rights Certificates
either in the name of the predecessor or in the name of the successor Rights Agent; and in all such cases such Rights Certificates
shall have the full force provided in the Rights Certificates and in this Agreement.


 


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


 


Section 19.         Duties
of the Rights Agent. The Rights Agent undertakes to perform the duties and obligations expressly imposed by this Agreement
(and no implied duties) upon the following terms and conditions, by all of which the Company and the holders of Rights Certificates,
by their acceptance thereof, shall be bound:


 


(a)          The
Rights Agent may consult with competent legal counsel (who may be legal counsel for the Company), and the advice or opinion of
such counsel shall be full and complete authorization and protection to the Rights Agent and the Rights Agent shall incur no liability
for or in respect of any action taken, suffered or omitted by it in good faith and in accordance with the content of such advice
or opinion.


 




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(b)          Whenever
in the performance of its duties under this Agreement the Rights Agent shall deem it necessary or desirable that any fact or matter
(including, without limitation, the identity of any Acquiring Person and the determination of the Current Per Share Market Price)
be proved or established by the Company prior to taking, suffering or omitting to take any action hereunder, such fact or matter
(unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established
by a certificate signed by any Authorized Officer and delivered to the Rights Agent; and such certificate, pursuant to its terms,
shall be full and complete authorization and protection to the Rights Agent for any action taken or suffered in good faith by it
under the provisions of this Agreement in reliance upon such certificate.


 


(c)          The
Rights Agent shall be liable hereunder only for its own gross negligence, bad faith or willful misconduct (which gross negligence,
bad faith or willful misconduct must be determined by a final, non-appealable order, judgment, decree or ruling of a court of competent
jurisdiction). Any liability of the Rights Agent under this Agreement will be limited to the amount of annual fees paid by the
Company to the Rights Agent.


 


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


 


(e)          The
Rights Agent will have no liability in respect of the validity of this Agreement or the execution and delivery hereof (except the
due execution and delivery hereof by the Rights Agent) or in respect of the validity or execution of any Rights Certificate (except
its countersignature thereof); nor shall it be liable or responsible for any breach by the Company of any covenant contained in
this Agreement or in any Rights Certificate; nor shall it be liable or responsible for any adjustment required under the provisions
of Section 11, Section 22 or Section 23 hereof or liable or responsible for the manner, method or amount of any
such adjustment or the ascertaining of the existence of facts that would require any such adjustment (except with respect to the
exercise of the Rights evidenced by Rights Certificates after actual notice of any such adjustment); nor shall it by any act hereunder
be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock or Preferred
Stock to be issued pursuant to this Agreement or any Rights Certificate or as to whether any shares of Common Stock or Preferred
Stock shall, when so issued, be validly authorized and issued, fully paid and non-assessable.


 


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


 




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(g)          The
Rights Agent is hereby authorized and directed to accept instructions with respect to the performance of its duties and the exercise
of its rights hereunder from any Authorized Officer, and to apply to any such Authorized Officer for advice or instructions in
connection with its duties, and it shall not be liable for any action taken or suffered by it in good faith in accordance with
instructions of any such Authorized Officer or for any delay in acting while waiting for those instructions. Any application by
the Rights Agent for written instructions from the Company may, at the option of the Rights Agent, set forth in writing any action
proposed to be taken or omitted by the Rights Agent under this Agreement and the date on or after which such action shall be taken
or such omission shall be effective. The Rights Agent shall not be liable for any action taken by, or omission of, the Rights Agent
in accordance with a proposal included in any such application on or after the date specified in such application (which date shall
not be less than five Business Days after the date any Authorized Officer of the Company actually receives such application, unless
any such Authorized Officer shall have consented in writing to an earlier date) unless, prior to taking any such action (or the
effective date in the case of an omission), the Rights Agent shall have received written instructions in response to such application
specifying the action to be taken or omitted.


 


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


 


(i)          The
Rights Agent may execute and exercise any of the rights or powers hereby vested in it or perform any duty hereunder either itself
(through its directors, officers or employees) 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, default, neglect or misconduct, provided reasonable care was exercised in the
selection and continued employment thereof.


 


(j)          If,
with respect to any Rights 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
or indicates an affirmative response to clause 1 or 2 thereof, the Rights Agent shall not take any further action with respect
to such requested exercise or transfer without first consulting with the Company.


 


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


 


(l)          The
Rights Agent will not be required to take notice or be deemed to have notice of any fact, event or determination (including, without
limitation, any dates or events defined in this Agreement or the designation of any Person as an Acquiring Person, Affiliate or
Associate) under this Agreement unless and until the Rights Agent is specifically notified in writing by the Company of such fact,
event or determination.


  




    	 	30	 



     


    

  


(m)          The
provisions of this Section 19 shall survive the exercise, exchange, redemption or expiration of the Rights, the resignation,
replacement or removal of the Rights Agent and the termination or expiration of this Agreement.


 


Section 20.         Change
of the Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this
Agreement upon thirty (30) calendar days’ written notice given to the Company in accordance with Section 25 hereof,
and to each transfer agent, in the event that the Rights Agent or one of its Affiliates is not also the transfer agent for the
Company, of the shares of Common Stock and Preferred Stock known to the Rights Agent, respectively, by registered or certified
mail. In the event the transfer agency relationship in effect between the Company and the Rights Agent terminates, the Rights Agent
will be deemed to have resigned automatically and be discharged from its duties under this Agreement as of the effective date of
such termination, 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) calendar days’ written notice, given to the Rights Agent or successor
Rights Agent, as the case may be, in accordance with Section 25 hereof, and to each transfer agent of the shares of Common
Stock and Preferred Stock, by registered or certified mail, and, if such removal occurs after the Distribution Date, to the holders
of the Rights Certificates in accordance with Section 25 hereof. If the Rights Agent shall resign or be removed or shall otherwise
become incapable of acting, the Company shall, in its sole discretion, appoint a successor to the Rights Agent. If the Company
shall fail to make such appointment within a period of thirty (30) calendar days after giving notice of such removal or after
it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder
of a Rights Certificate (who shall, with such notice, submit such holder’s Rights Certificate for inspection by the Company),
then any registered holder of any Rights Certificate may apply to any court of competent jurisdiction for the appointment of a
new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a legal business
entity organized and doing business under the laws of the United States or of the State of New York or of any other state of the
United States, in good standing, which is authorized under such laws to exercise corporate trust, stock transfer or shareholder
services powers and which has, along with its Affiliates, at the time of its appointment as Rights Agent a combined capital and
surplus of at least $50,000,000 or (b) an affiliate of a legal business entity described in clause (a) of this sentence.
After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it
had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer
to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance,
act or deed necessary for the purpose. 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 shares of Common Stock and Preferred Stock,
and, if such appointment occurs after the Distribution Date, give a notice thereof in writing to the registered holders of the
Rights Certificates in accordance with Section 25 hereof. Failure to give any notice provided for in this Section 20,
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.


 




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Section 21.         Issuance
of New Rights Certificates. Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary, the Company
may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by the Board to reflect any
adjustment or change in the Purchase Price and the number or kind or class of shares or other securities or property purchasable
under the Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance
or sale by the Company of shares of Common Stock following the Distribution Date and prior to the Expiration Date, the Company
(a) shall, with respect to shares of Common Stock so issued or sold pursuant to the exercise of stock options or under any
employee plan or arrangement, granted or awarded as of the Distribution Date, or upon the exercise, exchange or conversion of securities
hereinafter issued by the Company and (b) may, in any other case, if deemed necessary or appropriate by the Board, issue Rights
Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however,
that (i) no such Rights Certificate shall be issued if, and to the extent that, in its good faith judgment the Board determines
that the issuance of such Rights Certificate could have a material adverse tax consequence to the Company or to the Person to whom
or which such Rights Certificate otherwise would be issued, and (ii) no such Rights Certificate shall be issued if, and to
the extent that, appropriate adjustment shall otherwise have been made in lieu of the issuance thereof.


 


Section 22.         Redemption.


 


(a)          The
Board may, at its option, at any time prior to the earlier of (i) the Close of Business on the tenth calendar day following
the Stock Acquisition Date, or (ii) the Final Expiration Date, redeem all but not less than all of the then-outstanding Rights
at the Redemption Price. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable
after the first occurrence of a Section 11(a)(ii) Event until such time as the Company’s right of redemption has expired.
The redemption of the Rights may be made effective at such time, on such basis and with such conditions as the Board, in its sole
discretion, may establish. The Company may, at its option, pay the Redemption Price in cash, securities or any other form of consideration
deemed appropriate by the Board.


 


(b)          Immediately
upon the effectiveness of the action of the Board ordering the redemption of the Rights, and without any further action and without
any notice, the right to exercise the Rights shall terminate and the only right thereafter of the holders of Rights shall be to
receive the Redemption Price for each Right so held without interest thereon. Promptly after the action of the Board ordering the
redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding
Rights in accordance with Section 25 hereof; provided, however, that the failure to give, or any defect in,
any such notice will not affect the validity of the redemption of the Rights. Any notice given in accordance with Section 25
hereof 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 shall be made.


 




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Section 23.         Exchange.


 


(a)          The
Board may, at its option, at any time after a Section 11(a)(ii) Event, exchange all or part of the then-outstanding and exercisable
Rights (which shall not include Rights that have become void pursuant to the provisions of Section 11(a)(ii) hereof) for shares
of Common Stock at an exchange ratio of one share of Common Stock per Right, appropriately adjusted to reflect any stock split,
stock dividend or similar transaction occurring after the date of the Original Rights Agreement (such amount per Right being hereinafter
referred to as the “Exchange Ratio”). 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.


 


(b)          Immediately
upon the effectiveness of the action of the Board ordering the exchange of any Rights and without any further action and without
any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be
to receive that number of shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange
Ratio. The Company shall promptly give public notice of any such exchange (with prompt written notice to the Rights Agent); provided,
however, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company
shall promptly give a notice of any such exchange to all of the holders of the Rights so exchanged in accordance with Section 25
hereof. Any notice given in accordance with Section 25 hereof shall be deemed given, whether or not the holder receives the
notice. Each such notice of exchange will state the method by which the exchange of the shares of Common Stock for Rights shall
be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall
be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions
of Section 11(a)(ii) hereof) held by each holder of Rights.


 


(c)          The
Company may, at its option, substitute and, in the event that there shall not be sufficient shares of Common Stock issued but not
outstanding or authorized but unissued (and unreserved) to permit an exchange of the Rights as contemplated in accordance with
this Section 23, 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, a number of shares of Preferred Stock or fraction thereof (or Equivalent Preferred
Stock) such that the Current Per Share Market Price of one share of Preferred Stock (or Equivalent Preferred Stock) multiplied
by such number or fraction is equal to the Current Per Share Market Price of the Common Stock that would otherwise be issuable
as of the date of such exchange.


 


(d)          Prior
to effecting an exchange pursuant to this Section 23, the Board may direct the Company to enter into a trust agreement in
such form and with such terms as the Board shall then approve (the “Trust Agreement”). If the Board so directs,
the Company shall enter into the Trust Agreement and shall issue to the trust created by such agreement (the “Trust”)
all of the shares of Common Stock, Preferred Stock or other securities, if any, issuable pursuant to the exchange, and all Persons
entitled to receive such shares or other securities (and any dividends or distributions made thereon after the date on which such
shares or other securities are deposited in the Trust) shall be entitled to receive such only from the Trust and solely upon compliance
with the relevant terms and provisions of the Trust Agreement.


 




    	 	33	 



     


    

  


Section 24.         Notice
of Certain Events.


 


(a)          If
the Company, at any time after the Distribution Date, proposes to (i) pay any dividend payable in stock of any class to the
holders of the shares of Preferred Stock or to make any other distribution to the holders of the shares of Preferred Stock (other
than a regular periodic cash dividend), (ii) offer to the holders of the shares of Preferred Stock rights, options, warrants
or any similar instrument to subscribe for or to purchase any additional shares of Preferred Stock or shares of stock of any class
or any other securities, rights or options, (iii) effect any reclassification of its Preferred Stock (other than a reclassification
involving only the subdivision of the outstanding shares of Preferred Stock), (iv) effect any consolidation, merger or statutory
share exchange into or with any other Person, or (v) to effect the liquidation, dissolution or winding up of the Company,
then, in each such case, the Company shall give to the Rights Agent and, to the extent possible, to each holder of a Rights Certificate,
in accordance with Section 25 hereof, a notice of such proposed action, which shall specify the record date for the purposes
of such stock dividend, distribution or offering of rights, warrants, options or any similar instrument or the date on which such
reclassification, consolidation, merger, share exchange, sale, transfer, liquidation, dissolution, or winding up is to take place
and the date of participation therein by the holders of the shares of Preferred Stock, if any such date is to be fixed, and such
notice shall be so given in the case of any action covered by clause (i) or (ii) above at least ten (10) calendar days prior
to the record date for determining holders of the shares of Common Stock or Preferred Stock for purposes of such action, and in
the case of any such other action at least ten (10) calendar days prior to the date of such proposed action or the date of participation
therein by the holders of the shares of Preferred Stock, whichever is the earlier.


 


(b)          If
a Section 11(a)(ii) Event occurs, then (i) the Company shall as soon as practicable thereafter give to the Rights Agent
and each holder of a Rights Certificate, to the extent feasible and in accordance with Section 25 hereof, a notice of the
occurrence of such event, which shall specify the event and the consequences of the event to holders of Rights and (ii) all
references in Section 24(a) hereof to shares of Preferred Stock shall be deemed thereafter to refer to shares of Common Stock
or, if appropriate, other securities.


 


Section 25.         Notices.


 


(a)          Notices
or demands authorized by this Agreement to be given or made by the Rights Agent or by the holder of any Rights Certificate to or
on the Company shall be sufficiently given or made (i) immediately, if made by personal delivery, (ii) on the fifth calendar
day, if sent by first-class mail, postage prepaid, (iii) the next Business Day, if by nationally recognized overnight courier
or (iv) upon confirmation, if transmission by facsimile is combined with a phone call to the Company notifying it of such
transmission, all addressed (until another address is filed in writing by the Company with the Rights Agent) as follows:


 


Onvia, Inc.


509 Olive Way, Suite 400


Seattle, Washington 98101


Attention: General Counsel


 




    	 	34	 



     


    

  


(b)          Subject
to the provisions of Section 20 hereof, any notice or demand authorized by this Agreement to be given or made by the Company
or by the holder of any Rights Certificate to or on the Rights Agent shall be sufficiently given or made (i) immediately,
if made by personal delivery, (ii) on the fifth calendar day if sent by first-class mail, postage prepaid, or (iii) the
next Business Day if by nationally recognized overnight courier, all addressed (until another address is filed in writing by the
Rights Agent with the Company) as follows:


 


Computershare Trust Company, N.A.


250 Royall Street


Canton, MA 02021


Attention: Client Services


 


(c)          (Notices
or demands authorized by this Agreement to be given or made by the Company or the Rights Agent to the holder of any Rights Certificate
(or, if prior to the Distribution Date, to the holder of certificates representing shares of Common Stock or an Ownership Statement)
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 Rights Agent (or, if prior to the Distribution Date, of the transfer agent for the
shares of Common Stock).


 


Section 26.         Supplements
and Amendments. Except as otherwise provided in this Section 26, for so long as the Rights are redeemable pursuant to
Section 22 hereof, the Company may in its sole and absolute discretion, and the Rights Agent shall, if the Company so directs,
supplement or amend any provision of this Agreement in any respect without the approval of any holders of the Rights. From and
after the time at which the Rights cease to be redeemable pursuant to Section 22 hereof, the Company may, and the Rights Agent
shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of the Rights in order
(a) to cure any ambiguity, (b) to correct or supplement any provision contained herein which may be defective or inconsistent
with any other provisions herein, (c) to shorten or lengthen any time period hereunder or (d) to amend or supplement
the provisions hereunder in any manner which the Company may deem necessary or desirable; provided, however, that
no such supplement or amendment shall adversely affect the interests of the holders of Rights (other than an Acquiring Person or
any Affiliate or Associate of an Acquiring Person or certain of their transferees), and no such amendment may cause the Rights
again to become redeemable or cause this Agreement again to become amendable other than in accordance with this sentence. Any such
supplement or amendment shall be evidenced by a writing signed by the Company and the Rights Agent. 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 herein to the contrary,
the Rights Agent shall not be obligated to enter into any supplement or amendment that affects the Rights Agent’s own rights,
duties, obligations or immunities under this Agreement.


 


Section 27.         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.


 




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Section 28.         Determinations
and Actions by the Board.


 


(a)          For
all purposes of this Agreement, any calculation of the number of shares of Common Stock or any other class of capital stock outstanding
at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Stock
of which any Person is the Beneficial Owner, shall be made in accordance with, as the Board of Directors deems to be applicable,
the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act or the provisions of Section 382
of the Code, or any successor provision or replacement provision.


 


(b)          The
Board shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically
granted to the Board or to the Company, or as may be necessary or advisable in the administration of this Agreement, including,
without limitation, the right and power to (i) interpret the provisions of this Agreement, and (ii) make all determinations
and calculations 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).


 


(c)          All
such actions, calculations, interpretations and determinations which are done or made by the Board in good faith shall be final,
conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other parties. Unless otherwise notified,
the Rights Agent shall always be entitled to assume that the Board acted in good faith and the Rights Agent shall be fully protected
and shall incur no liability in reliance thereon.


 


Section 29.         Benefits
of this Agreement. Nothing in this Agreement shall be construed to give to any Person other than the Company, the Rights Agent
and the registered holders of the Rights Certificates (and, prior to the Distribution Date, the registered holders of the shares
of Common Stock) any legal or equitable right, remedy or claim under this Agreement; but this Agreement shall be for the sole and
exclusive benefit of the Company, the Rights Agent and the registered holders of the Rights Certificates (and, prior to the Distribution
Date, the registered holders of the shares of Common Stock).


 


Section 30.         Severability.
If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority
to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall
remain in full force and effect and shall in no way be affected, impaired or invalidated; provided, however, that
notwithstanding anything in this Agreement to the contrary, if any such term, provision, covenant or restriction is held by such
court or authority to be invalid, void, or unenforceable, and the Board determines in its good faith judgment that severing the
invalid, void, or unenforceable language from this Agreement would adversely affect the purpose or effect of this Agreement, the
right of redemption set forth in Section 22 hereof shall be reinstated and shall not expire until the Close of Business on
the tenth Business Day following the date of such determination by the Board; provided, however, that if any such
excluded term, provision, covenant or restriction shall adversely affect the rights, immunities, duties or obligations of the Rights
Agent, the Rights Agent shall be entitled to resign immediately.


 




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Section 31.         Governing
Law. This Agreement, each Right and each Rights Certificate issued hereunder shall be deemed to be a contract made under the
laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with the laws of such State
applicable to contracts made and to be performed entirely within such State.


 


Section 32.         Counterparts;
Facsimiles and PDFs. 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 executed and/or transmitted electronically shall have the same authority, effect and enforceability as an original
signature.


 


Section 33.         Descriptive
Headings. Descriptive headings of the several Sections of this Agreement are inserted for convenience only and shall not control
or affect the meaning or construction of any of the provisions hereof.


 


Section 34.         Force
Majeure. Notwithstanding anything to the contrary contained herein, the Rights Agent shall not be liable for any delays or
failures in performance resulting from acts beyond its reasonable control including, without limitation, acts of God, terrorist
acts, shortage of supply, breakdowns or malfunctions, interruptions or malfunction of computer facilities, or loss of data due
to power failures or mechanical difficulties with information storage or retrieval systems, labor difficulties, war, or civil unrest.


 


Section 35.         Prior
Agreement. This Agreement amends and restates in its entirety the First Amended and Restated Rights Agreement and the terms
and provisions of the First Amended and Restated Rights Agreement are superseded hereby.


 


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    	 	37	 



     


    







 


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


 


	 	ONVIA, INC.
	 	 
	 	By:	/s/ Russell Mann
	 	Name: Russell Mann
	 	Title:   President and Chief Executive Officer


 


	 	COMPUTERSHARE TRUST COMPANY, N.A.
	 	 
	 	By:	/s/ Dennis V. Moccia
	 	Name:  Dennis V. Moccia
	 	Title:    Manager, Contract Administration


 


Signature Page to Second Amended and
Restated Section 382 Rights Agreement


 




     


     


    

  


Exhibit A


 


FORM OF


 


CERTIFICATE


 


OF


 


DESIGNATION, PREFERENCES, AND

RIGHTS OF SERIES RA JUNIOR PARTICIPATING PREFERRED STOCK


 


of


 


ONVIA, INC.


 


Pursuant to Section 151 of the General
Corporation Law of the State of Delaware:


 


Onvia, Inc., a corporation organized and existing
under the General Corporation Law of the State of Delaware (the “Corporation”), in accordance with the provisions
of Section 103 thereof, DOES HEREBY CERTIFY:


 


That pursuant to the authority conferred upon
the Board of Directors by the Amended and Restated Certificate of Incorporation of the Corporation, as amended (the “Certificate
of Incorporation”), the said Board of Directors on May 4, 2011, adopted the following resolution creating a series
of Preferred Stock designated as Series RA Junior Participating Preferred Stock (as hereinafter defined):


 


RESOLVED, that pursuant to the authority vested
in the Board of Directors of the Corporation in accordance with the provisions of its Certificate of Incorporation, a series of
Preferred Stock of the Corporation be and it hereby is created, and that the designation and amount thereof and the voting powers,
preferences and relative, participating, optional and other special rights of the shares of such series, and the qualifications,
limitations and restrictions thereof are as follows:


 


Section 1.          Designation
and Amount. The shares of such series shall be designated as “Series RA Junior Participating Preferred Stock”
and the number of shares constituting such series shall be 15,000.


 







    	 	A-1	 



     


    

  


Section 2.          Dividends
and Distributions.


 


(a)          (A)         Subject
to the prior and superior rights of the holders of any shares of any series of Preferred Stock ranking prior and superior to the
shares of Series RA Junior Participating Preferred Stock with respect to dividends, the holders of shares of Series RA Junior Participating
Preferred Stock, in preference to the holders of shares of Common Stock, par value $0.0001 per share, of the Corporation (the “Common
Stock”), and of any other junior stock, shall be entitled to receive, when, as and if declared by the Board of Directors
out of funds legally available for the purpose, quarterly dividends payable in cash on the last day of March, June, September,
and December in each year (each such date being referred to herein as a “Quarterly Dividend Payment Date”),
commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series RA
Junior Participating Preferred Stock, 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, 1,000 times the aggregate per share amount of all cash
dividends, and 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, other
than a dividend payable in shares of 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 RA Junior Participating
Preferred Stock. In the event the Corporation shall at any time after May 4, 2011 (the “Rights Dividend Declaration
Date”) (i) pay any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding
Common Stock, (iii) combine the outstanding Common Stock into a smaller number of shares or (iv) issue any shares of
its capital stock in a reclassification of the outstanding shares of Common Stock (including any such reclassification in connection
with a consolidation or merger in which the Corporation is the continuing or surviving corporation), then in each such case the
amount to which holders of shares of Series RA Junior Participating Preferred Stock were entitled immediately prior to such event
under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which
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)          (B)         The
Corporation shall declare a dividend or distribution on the Series RA Junior Participating Preferred Stock as provided in Paragraph (A)
above immediately after it declares a dividend or distribution on the Common Stock (other than a dividend payable in shares of
Common Stock); provided 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 RA Junior Participating Preferred Stock shall nevertheless be payable on such subsequent Quarterly Dividend
Payment Date.


 


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


 




    	 	A-2	 



     


    

  


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


 


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


 


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


 


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


 


(ii)         During
any default period, such voting right of the holders of Series RA Junior Participating Preferred Stock may be exercised initially
at a special meeting called pursuant to subparagraph (iii) of this Section 3(C) or at any annual meeting of stockholders,
and thereafter at annual meetings of stockholders, provided that such voting right shall not be exercised unless the holders
of 10% in number of shares of Preferred Stock outstanding shall be present in person or by proxy. The absence of a quorum of the
holders of Common Stock shall not affect the exercise by the holders of Preferred Stock of such voting right. At any meeting at
which the holders of Preferred Stock shall exercise such voting right initially during an existing default period, they shall have
the right, voting as a class, to elect directors to fill such vacancies, if any, in the Board of Directors as may then exist up
to two directors or, if such right is exercised at an annual meeting, to elect two directors. If the number that may be so elected
at any special meeting does not amount to the required number, the holders of Preferred Stock shall have the right to make such
increase in the number of directors as shall be necessary to permit the election by them of the required number. After the holders
of Preferred Stock shall have exercised their right to elect directors in any default period and during the continuance of such
period, the number of directors shall not be increased or decreased except by vote of the holders of Preferred Stock as herein
provided or pursuant to the rights of any equity securities ranking senior to or pari passu with the Series RA Junior Participating
Preferred Stock.


 




    	 	A-3	 



     


    

  


(iii)        Unless
the holders of Preferred Stock shall, during an existing default period, have previously exercised their right to elect directors,
the Board of Directors may order, or any stockholder or stockholders owning in the aggregate not less than 10% of the total number
of shares of Preferred Stock outstanding, irrespective of series, may request, the calling of a special meeting of the holders
of Preferred Stock, which meeting shall thereupon be called by the Board of Directors. Notice of such meeting and of any annual
meeting at which holders of Preferred Stock are entitled to vote pursuant to this Paragraph (C)(iii) shall be given to each
holder of record of Preferred Stock by mailing a copy of such notice to such holder at such holder’s last address as the
same appears on the books of the Corporation. Such meeting shall be called for a time not earlier than 20 days and not later than
60 days after such order or request or in default of the calling of such meeting within 60 days after such order or request, such
meeting may be called on similar notice by any stockholder or stockholders owning in the aggregate not less than 10% of the total
number of shares of Preferred Stock outstanding. Notwithstanding the provisions of this Paragraph (C)(iii), no such special
meeting shall be called during the period within 60 days immediately preceding the date fixed for the next annual meeting of the
stockholders.


 


(iv)        In
any default period, the holders of Common Stock, and other classes of stock of the Corporation if applicable, shall continue to
be entitled to elect the whole number of directors until the holders of Preferred Stock shall have exercised their right to elect
two directors voting as a class, after the exercise of which right (x) the directors so elected by the holders of Preferred
Stock shall continue in office until their successors shall have been elected by such holders or until the expiration of the default
period, and (y) any vacancy in the Board of Directors may (except as provided in Paragraph (C)(ii) of this Section 3)
be filled by vote of a majority of the remaining directors theretofore elected by the holders of the class of stock that elected
the director whose office shall have become vacant. References in this Paragraph (C) to directors elected by the holders of
a particular class of stock shall include directors elected by such directors to fill vacancies as provided in clause (y)
of the foregoing sentence.


 


(v)         Immediately
upon the expiration of a default period, (x) the right of the holders of Preferred Stock as a class to elect directors shall
cease, (y) the term of any directors elected by the holders of Preferred Stock as a class shall terminate, and (z) the
number of directors shall be such number as may be provided for in the Certificate of Incorporation or Bylaws irrespective of any
increase made pursuant to the provisions of Paragraph (C)(ii) of this Section 3 (such number being subject, however,
to change thereafter in any manner provided by law or in the Certificate of Incorporation or Bylaws). Any vacancies in the Board
of Directors effected by the provisions of clauses (y) and (z) in the preceding sentence may be filled by a majority of the
remaining directors.


 




    	 	A-4	 



     


    

  


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


 


Section 4.           Certain
Restrictions.


 


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


 


(i)          declare
or pay dividends on, 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 RA Junior Participating Preferred Stock;


 


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


 


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


 


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


 


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


 


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


 




    	 	A-5	 



     


    

  


Section 6.           Liquidation,
Dissolution, or Winding Up.


 


(a)          (A)         Upon
any liquidation (voluntary or otherwise), dissolution, or winding up of the Corporation, no distribution shall be made to the holders
of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution, or winding up) to the Series RA Junior
Participating Preferred Stock unless, prior thereto, the holders of shares of Series RA Junior Participating Preferred Stock shall
have received an amount equal to $1,000 per share of Series RA Participating Preferred Stock, plus an amount equal to accrued and
unpaid dividends and distributions thereon, whether or not declared, to the date of such payment (the “Series RA Liquidation
Preference”). Following the payment of the full amount of the Series RA Liquidation Preference, no additional distributions
shall be made to the holders of shares of Series RA Junior Participating Preferred Stock unless, prior thereto, the holders of
shares of Common Stock shall have received an amount per share (the “Common Adjustment”) equal to the quotient
obtained by dividing (i) the Series RA Liquidation Preference by (ii) 1,000 (as appropriately adjusted as set forth in
subparagraph (C) below to reflect such events as stock splits, stock dividends, and recapitalizations
with respect to the Common Stock) (such number in clause (ii), the “Adjustment Number”). Following the
payment of the full amount of the Series RA Liquidation Preference and the Common Adjustment in respect of all outstanding shares
of Series RA Junior Participating Preferred Stock and Common Stock, respectively, holders of Series RA Junior Participating Preferred
Stock and holders of shares of Common Stock shall receive their ratable and proportionate share of the remaining assets to be distributed
in the ratio of the Adjustment Number to one with respect to such Preferred Stock and Common Stock, on a per share basis, respectively.


 


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


 


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


 




    	 	A-6	 



     


    

  


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, a member’s interest, a partnership interest, a
beneficial interest in a trust or other owner’s interest, or securities, cash, or any other property, then in any such case
the shares of Series RA Junior Participating Preferred Stock shall at the same time be similarly exchanged or changed in an amount
per share (subject to the provision for adjustment hereinafter set forth) equal to 1,000 times the aggregate amount of stock, a
member’s interest, a partnership interest, a beneficial interest in a trust or other owner’s interest, 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 after the Rights Dividend Declaration Date (i) declare any dividend
on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the
outstanding Common Stock into a smaller number of shares, then in each such case the amount set forth in the preceding sentence
with respect to the exchange or change of shares of Series RA Junior Participating Preferred Stock shall be adjusted by multiplying
such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event
and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.


 


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


 


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


 


Section 10.        Amendment.
At any time when any shares of Series RA Junior Participating Preferred Stock are outstanding, neither the Certificate of Incorporation
of the Corporation nor this Certificate of Designation shall be amended in any manner that would materially alter or change the
powers, preferences, or special rights of the Series RA Junior Participating Preferred Stock so as to affect them adversely without
the affirmative vote of the holders of two-thirds or more of the outstanding shares of Series RA Junior Participating Preferred
Stock, voting separately as a class.


 


Section 11.        Fractional
Shares. The Series RA Junior Participating Preferred Stock 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 RA Junior Participating Preferred Stock.


 


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    	 	A-7	 



     


    

  


IN WITNESS WHEREOF, Onvia, Inc. has caused this
Certificate of Designation to be signed by the undersigned this 4th day of May 2011.


 


	 	ONVIA, INC.
	 	 	 
	 	By:	 
	 	 	Henry G. Riner
	 	 	President and Chief Executive Officer


 




    	 	A-8	 



     


    

  


Exhibit B


 


FORM OF RIGHTS CERTIFICATE


 


	Certificate No. R-	___________ Rights


 


NOT EXERCISABLE AFTER MAY 4, 2020 OR EARLIER
IF REDEEMED OR EXCHANGED BY THE COMPANY. THE RIGHTS ARE SUBJECT TO REDEMPTION AND EXCHANGE AT THE OPTION OF THE COMPANY, ON THE
TERMS SET FORTH IN THE SECOND AMENDED AND RESTATED SECTION 382 RIGHTS AGREEMENT. UNDER CERTAIN CIRCUMSTANCES AS SET FORTH
IN THE SECOND AMENDED AND RESTATED SECTION 382 RIGHTS AGREEMENT, RIGHTS THAT ARE OR WERE BENEFICIALLY OWNED BY AN ACQUIRING
PERSON OR ANY AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE SECOND AMENDED AND RESTATED SECTION 382
RIGHTS AGREEMENT) MAY BECOME NULL AND VOID.


 


RIGHTS CERTIFICATE


 


ONVIA, 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 Second Amended and Restated Section 382 Rights Agreement, dated as of March 20, 2017 (the
“Rights Agreement”), between Onvia, Inc., a Delaware corporation (the “Company”), and Computershare
Trust Company, N.A. (the “Rights Agent”), to purchase from the Company at any time after the Distribution Date
(as such term is defined in the Rights Agreement) and prior to 5:00 p.m. (New York City time) on the Expiration Date (as such
term is defined in the Rights Agreement) at the office or offices of the Rights Agent designated for such purpose, or its successor
as Rights Agent, one one-thousandth of a fully paid non-assessable share of Series RA Junior Participating Preferred Stock, par
value $0.0001 per share (the “Preferred Stock”), of the Company, at a purchase price of $20.00 per one one-thousandth
of a share of Preferred Stock (the “Purchase Price”), upon presentation and surrender of this Rights Certificate
with the Form of Election to Purchase and related Certificate duly executed. If this Rights Certificate is exercised in part, the
holder will be entitled to receive upon the surrender hereof another Rights Certificate or Rights Certificates for the number of
whole Rights not exercised. The number of Rights evidenced by this Rights Certificate (and the number of one one-thousandths of
a share of Preferred Stock which may be purchased upon the exercise thereof) set forth above, and the Purchase Price set forth
above, are the number and Purchase Price as of the date of the Rights Agreement, based on the shares of Preferred Stock as constituted
at such date. All capitalized terms used herein but not defined herein shall have the meanings ascribed to such terms in the Rights
Agreement.


 


As provided in the Rights Agreement, the Purchase
Price, the number or kind of shares of Preferred Stock (or other securities, as the case may be) which may be purchased upon the
exercise of the Rights evidenced by this Rights Certificate and the number of Rights outstanding are subject to adjustment upon
the occurrence of certain events.


 




    	 	B-1	 



     


    

  


This Rights Certificate is subject to all of
the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein
by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights,
limitations of rights, obligations, duties and immunities of the Rights Agent, the Company and the holders of the Rights Certificates,
which limitations of rights include the temporary suspension of the exercisability of the Rights under the circumstances specified
in the Rights Agreement. Copies of the Rights Agreement are on file at the principal executive offices of the Company and can be
obtained from the Company without charge upon written request therefor.


 


Pursuant to the Rights Agreement, from and after
the occurrence of any Person becoming an Acquiring Person, any Rights that are beneficially owned by (a) any Acquiring Person
(or any Affiliate or Associate of any Acquiring Person), (b) a transferee of any Acquiring Person (or any such Affiliate or
Associate) who becomes a transferee after the occurrence of such Person becoming an Acquiring Person or (c) a transferee of
any Acquiring Person (or any such Affiliate or Associate) who became a transferee prior to or concurrently with such Person becoming
an Acquiring Person pursuant to either (i) a transfer from the Acquiring Person (or any such Affiliate or Associate) to the
holders of its equity securities or to any Person with whom the Acquiring Person has any continuing agreement, arrangement or understanding,
written or otherwise, regarding the transferred Rights or (ii) a transfer that the Board of Directors of the Company has determined
is part of a plan, arrangement or understanding which has the purpose or effect of avoiding certain provisions of the Rights Agreement,
will be null and void without any further action and any holder of such Rights will thereafter have no rights whatsoever with respect
to such Rights, whether under any provision of the Rights Agreement or otherwise. From and after the occurrence of any Person becoming
an Acquiring Person, no Rights Certificate will be issued that represents Rights that are or have become void pursuant to the provisions
of the Rights Agreement, and any Rights Certificate delivered to the Rights Agent that represents Rights that are or have become
void pursuant to the provisions of the Rights Agreement will be cancelled.


 


This Rights Certificate, with or without other
Rights Certificates, may be exchanged for another Rights Certificate or Rights Certificates entitling the holder to purchase a
like number of one one-thousandths of a share of Preferred Stock (or other securities, as the case may be) as the Rights Certificate
or Rights Certificates surrendered entitled such holder (or former holder in the case of a transfer) to purchase, upon the presentation
and surrender hereof at the office or offices of the Rights Agent designated for such purpose, with the Form of Assignment (if
appropriate) and the related Certificate duly executed.


 


Subject to the provisions of the Rights Agreement,
the Rights evidenced by this Rights Certificate may be redeemed by the Company at its option at a redemption price of $0.00001
per Right at any time prior to ten (10) days after the Stock Acquisition Date. In addition, following the time any person becomes
an Acquiring Person, the Company may at its option exchange the Rights, in whole or in part, for shares of common stock, Preferred
Stock or other preferred stock having equivalent rights, privileges and preferences as the Preferred Stock. The Rights Agreement
may be supplemented and amended by the Company, as provided therein.


 




    	 	B-2	 



     


    

  


The Company is not required to issue fractional
shares of Preferred Stock (other than fractions which are integral multiples of one one-thousandth of a share of Preferred Stock,
which may, at the option of the Company, be evidenced by depositary receipts) or other securities issuable, as the case may be,
upon the exercise of any Right or Rights evidenced hereby. In lieu of issuing fractional shares of Preferred Stock or other securities,
the Company may make a cash payment, as provided in the Rights Agreement.


 


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


 


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


 


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    	 	B-3	 



     


    

  


WITNESS the facsimile signature of the proper
officer(s) of the Company and its corporate seal.


 


Dated as of: _______________


 


	 	 	ONVIA, INC.
	 	 	 	 
	 	 	By:	 
	 	 	 	 
	 	 	Name:	 
	 	 	 	 
	 	 	Title:	 
	 	 	 	 
	Countersigned:	 	 
	 	 	 	 
	COMPUTERSHARE TRUST COMPANY, N.A.	 	 
	 	 	 	 
	By:	 	 	 
	 	Authorized Signature	 	 
	 	 	 	 
	Name:	 	 	 
	 	 	 	 
	Title:	 	 	 


 




    	 	B-4	 



     


    

  


[Form of Reverse Side of Rights Certificate]


 


FORM OF ASSIGNMENT


 


(To be executed by the registered holder if
such

holder desires to transfer the Rights Certificate.)


 


	FOR VALUE RECEIVED	hereby sells, assigns and transfers unto


  


	 
	(Please print name and address of transferee)
	 
	 
	(Please spell out and include in numerals the
	number of Rights being transferred by this Assignment)


 


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


 


Dated:                          , 20


 


	 	 
	 	Signature
	 	 
	Medallion Signature Guaranteed:	 


 




    	 	B-5	 



     


    

 


Certificate


 


The undersigned hereby certifies by checking
the appropriate boxes that:


 


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


 


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


 


Dated:                          , 20


 


	 	 
	 	Signature
	 	 
	Medallion Signature Guaranteed:	 


 


NOTICE


 


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


 




    	 	B-6	 



     


    

 


[Form of Reverse Side of Rights Certificate
— continued]


 


FORM OF ELECTION TO PURCHASE


 


(To be executed by the registered holder if
such holder desires to

exercise any or all Rights evidenced by the Rights Certificate.)


 


To: Onvia, Inc.:


 


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


 


	 
	(Please print social security or other identifying number)
	 
	 
	(Please print name and address)




 


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


 


	 
	(Please print social security or other identifying number)
	 
	 
	(Please print name and address)




 


Dated:                          , 20


 


	 	 
	 	Signature
	 	 
	Medallion Signature Guaranteed:	 


 




    	 	B-7	 



     


    

 


Certificate


 


The undersigned hereby certifies by checking
the appropriate boxes that:


 


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


 


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


 


Dated:                                ,


	 	 
	 	Signature
	 	 
	Medallion Signature Guaranteed:	 


 


NOTICE


 


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


 




    	 	B-8	 



     


    

 


Exhibit C


 


UNDER CERTAIN CIRCUMSTANCES AS SET FORTH IN THE SECOND AMENDED AND
RESTATED SECTION 382 RIGHTS AGREEMENT, RIGHTS THAT ARE OR WERE BENEFICIALLY OWNED BY AN ACQUIRING PERSON OR ANY AFFILIATE
OR ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE SECOND AMENDED AND RESTATED SECTION 382 RIGHTS AGREEMENT)
MAY BECOME NULL AND VOID.


 


SUMMARY OF RIGHTS


 


On March 20, 2017, Onvia, Inc., a Delaware corporation
(the “Company”), entered into a Second Amended and Restated Section 382 Rights Agreement with Computershare
Trust Company, N.A., as Rights Agent (the “Rights Agreement”). The Board of Directors (the “Board”)
of the Company had previously, on May 4, 2011, declared a dividend of one preferred share purchase right (each, a “Right”)
for each outstanding share of common stock, par value $0.0001, of the Company (the “Common Stock”) that was
paid on May 23, 2011 to our stockholders of record as of the close of business on May 23, 2011.


 


This summary of rights provides only a general
description and should be read together with the Rights Agreement. All capitalized terms used herein but not defined herein shall
have the meanings ascribed to such terms in the Rights Agreement. Upon written request, the Company will provide a copy of the
Rights Agreement free of charge to any of its stockholders.


 


Our Board adopted the Rights Agreement in an
effort to protect stockholder value by attempting to diminish the risk that our ability to use our net operating losses (collectively,
the “NOLs”) to reduce potential future federal income tax obligations may become substantially limited. Under
the Internal Revenue Code and regulations promulgated by the U.S. Treasury Department, we may “carry forward” these
NOLs in certain circumstances to offset any current and future taxable income and thus reduce our federal income tax liability,
subject to certain requirements and restrictions. To the extent that the NOLs do not otherwise become limited, we believe that
we will be able to carry forward a significant amount of NOLs, and therefore these NOLs could be a substantial asset to us. However,
if we experience an “ownership change,” as defined in Section 382 of the Internal Revenue Code, our ability to
use the NOLs may be substantially limited, and the timing of the usage of the NOLs could be substantially delayed, which could
therefore significantly impair the value of that asset. A company experiences an “ownership change” for tax purposes
if the percentage of stock owned by its 5% stockholders (as defined for tax purposes) increases by more than 50 percentage points
over a rolling three-year period.


 




    	 	C-1	 



     


    

 


The Rights Agreement is intended to act as a
deterrent to any person acquiring beneficial ownership of 4.9% or more of our outstanding Common Stock without the approval of
our Board. Stockholders who beneficially own 4.9% or more of our outstanding Common Stock as of the close of business on March
20, 2017 will not trigger the Rights Agreement so long as they do not acquire beneficial ownership of additional shares of our
Common Stock representing 1.0% or more of our outstanding Common Stock (other than pursuant to a dividend or distribution paid
or made by the Company on the outstanding shares of Common Stock, or pursuant to a split or subdivision of the outstanding shares
of Common Stock, or as a result of the grant of any options, warrants, rights or similar
interests (including restricted shares and restricted stock units) by the Company to its directors, officers and employees pursuant
to any employee benefit or stock ownership plan of the Company or the exercise or
conversion of any such securities so granted) at a time when they still beneficially own 4.9% or more of our outstanding
Common Stock. In addition, the Board retains the sole discretion to exempt any person or group from the penalties imposed by the
Rights Agreement.


 


The Board remains open to all alternatives to
maximize stockholder value, and may in its sole discretion, exempt a proposed acquisition of our Common Stock from the Rights Agreement,
including if it determines that the acquisition is in the Company’s best interests, or if it will not jeopardize our tax
benefits. The Rights Agreement is not expected to interfere with any merger or other business combination approved by our Board.


 


The Rights.  Our Board authorized
the issuance of one Right per each outstanding share of our Common Stock which was paid to our stockholders of record as of the
close of business on May 23, 2011. One Right has been and will continue to be issued together with each share of our Common
Stock issued after May 23, 2011 but before the Distribution Date (as defined below) and, in certain circumstances, after the
Distribution Date. Subject to the terms, provisions and conditions of the Rights Agreement, if the Rights become exercisable, each
Right would initially represent the right to purchase from us one one-thousandth of a share of our Series RA Junior Participating
Preferred Stock, par value $0.0001 per share (the “Series RA Preferred Stock”) for a purchase price of $20.00
(the “Purchase Price”). If issued, each fractional share of Series RA Preferred Stock would give the stockholder
approximately the same dividend, voting and liquidation rights as does one share of our Common Stock. However, prior to exercise,
a Right does not give its holder any rights as a stockholder of the Company, including, without limitation, any dividend, voting
or liquidation rights.


 


Initial Exercisability.  The
Rights are not exercisable until the earlier of (a) ten (10) business days after a public announcement that a person has become
an “Acquiring Person” by acquiring beneficial ownership of 4.9% or more of our outstanding Common Stock (or,
in the case of a person that had beneficial ownership of 4.9% or more of our outstanding Common Stock as of the close of business
on May 4, 2011, by obtaining beneficial ownership of any additional shares of our Common Stock representing 1% or more of
the shares of our Common Stock then outstanding (other than pursuant to a dividend or distribution paid or made by the Company
on the outstanding shares of Common Stock or pursuant to a split or subdivision of the outstanding shares of Common Stock) at a
time such person still beneficially owns 4.9% or more of our outstanding Common Stock), and (b) ten (10) business days (or
such later date as may be specified by the Board prior to such time as any person becomes an Acquiring Person) after the commencement
of a tender or an exchange offer by or on behalf of a person that, if completed, would result in such person becoming an Acquiring
Person.


 




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We refer to the date that the Rights become
exercisable as the “Distribution Date.” Until the Distribution Date, our Common Stock certificates or the ownership
statements issued with respect to uncertificated shares of Common Stock will evidence the Rights. Any transfer of shares of Common
Stock prior to the Distribution Date will also constitute a transfer of the associated Rights. After the Distribution Date, separate
rights certificates will be issued and the Rights may be transferred other than in connection with the transfer of the underlying
shares of Common Stock unless and until our Board has determined to effect an exchange pursuant to the Rights Agreement (as described
below).


 


Flip-In Event.  In the event
that a person becomes an Acquiring Person, each holder of a Right, other than Rights that are or, under certain circumstances,
were beneficially owned by the Acquiring Person (which will thereupon become void), will thereafter have the right to receive upon
the exercise of a Right and the payment of the Purchase Price, a number of shares of our Common Stock (or, in certain circumstances,
cash, property or other securities of the Company) having a market value equal to two times the Purchase Price. However, Rights
are not exercisable following the occurrence of a person becoming an Acquiring Person until such time as the Rights are no longer
redeemable by the Company (as described below).


 


For example, at an exercise price of $20.00
per Right, each Right not owned by an Acquiring Person (or by certain related parties) following the event set forth in the preceding
paragraph would entitle its holder to purchase $40.00 worth of Common Stock (or other consideration, as noted above) for $20.00.
Assuming that the Common Stock had a per share value of $4.00 at such time, the holder of each valid Right would be entitled to
purchase ten (10) shares of Common Stock for $20.00.


 


Redemption.  At any time until
the earlier of May 4, 2020 and ten (10) calendar days following the first date of public announcement that a person has become
an Acquiring Person or that discloses information which reveals the existence of an Acquiring Person or such earlier date as a
majority of the Board becomes aware of the existence of an Acquiring Person (any such date, the “Stock Acquisition Date”),
the Board may redeem the Rights in whole, but not in part, at a price of $0.001 per Right (the “Redemption Price”).
The redemption of the Rights may be made effective at such time, on such basis and with such conditions as the Board 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.


 


Exchange.  At any time after
a person becomes an Acquiring Person, the Board may, at its option, exchange the Rights (other than Rights that have become void),
in whole or in part, at an exchange ratio of one share of Common Stock, or a fractional share of Series RA Preferred Stock (or
of a share of a similar class or series of the Company’s preferred stock having similar rights, preferences and privileges)
of equivalent value, per Right (subject to adjustment). Immediately upon an exchange of any Rights, the right to exercise such
Rights will terminate and the only right of the holders of Rights will be to receive the number of shares of Common Stock (or fractional
share of Series RA Preferred Stock or of a share of a similar class or series of the Company’s preferred stock having similar
rights, preferences and privileges) equal to the number of such Rights held by such holder multiplied by the exchange ratio.


 




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Preferred Stock Provisions.  Each
one one-thousandth of a share of Series RA Preferred Stock, if issued: (a) will be nonredeemable and junior to any other series
of preferred stock the Company may issue (unless otherwise provided in the terms of such other series), (b) will entitle holders
to preferential cumulative quarterly dividends in an amount per share of Series A Preferred Stock equal to the greater of (i) $1
or (ii) 1,000 times the aggregate of the dividends, if any, declared on one share of Common Stock, (c) will entitle holders
upon liquidation (voluntary or otherwise) to receive $1,000 per share of Series RA Preferred Stock plus an amount equal to accrued
and unpaid dividends and distributions thereon, whether or not declared, (d) will have the same voting power as one share
of Common Stock, and (e) will entitle holders to a per share payment equal to the payment made on one share of Common Stock,
if shares of the Common Stock are exchanged via merger, consolidation, or a similar transaction. Because of the nature of the Series
RA Preferred Stock’s dividend, liquidation and voting rights, the value of a share of Series RA Preferred Stock purchasable
upon the exercise of each Right should approximate the value of one share of Common Stock.


 


Expiration.  The Rights and
the Rights Agreement will expire on the earliest of (a) May 4, 2020, (b) the time at which the Rights are redeemed pursuant
to the Rights Agreement, (c) the time at which the Rights are exchanged in full pursuant to the Rights Agreement, (d) the
date that the Board determines that the Rights Agreement is no longer necessary for the preservation of material, valuable Tax
Benefits, (e) the beginning of a taxable year of the Company to which the Board determines that no Tax Benefits may be carried
forward, and (f) a determination by the Board, prior to the time any Person becomes an Acquiring Person, that the Rights Agreement
and the Rights are no longer in the best interests of the Company and its stockholders.


 


Anti-Dilution Provisions.  Our
Board may adjust the Purchase Price, the number of shares of Series RA Preferred Stock or other securities or assets issuable and
the number of outstanding Rights to prevent dilution that may occur as a result of certain events, including among others, a stock
dividend, a stock split or a reclassification of the Series RA Preferred Stock or our Common Stock. With certain exceptions, no
adjustments to the Purchase Price will be required until cumulative adjustments amount to at least 1% of the Purchase Price.


 


Amendments.  For so long as
the Rights are redeemable, our Board may supplement or amend any provision of the Rights Agreement in any respect without the approval
of the holders of the Rights. From and after the time the Rights are no longer redeemable, our Board may supplement or amend the
Rights Agreement only to cure an ambiguity, to alter time period provisions, to correct inconsistent provisions, or to make any
additional changes to the Rights Agreement which the Company may deem necessary or desirable, but only to the extent that those
changes do not impair or adversely affect any Rights holder (other than an Acquiring Person or any Affiliate or Associate of an
Acquiring Person or certain of their transferees) and do not result in the Rights again becoming redeemable or the Rights Agreement
again becoming amendable other than in accordance with this sentence.


 


The Company has filed a copy of the Rights
Agreement with the Securities and Exchange Commission as an exhibit to a Form 8-A/A filed on or about March 21, 2017. In addition,
a copy of the Rights Agreement is available free of charge from the Company. This summary description of the Rights does not purport
to be complete and is qualified in its entirety by reference to the Rights Agreement.


 




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