Exhibit 4.1


 


 


Cubic Corporation


 


and


 


Broadridge Corporate Issuer Solutions, Inc.


 


as Rights Agent


 


Rights Agreement


 


Dated as of September 20, 2020


 


 







 






     


     


    

 


RIGHTS AGREEMENT


 


Rights Agreement, dated
as of September 20, 2020 (this “Agreement”), between Cubic Corporation, a Delaware corporation (the “Company”),
and Broadridge Corporate Issuer Solutions, Inc., a Pennsylvania corporation, as Rights Agent (the “Rights Agent”).


 


RECITALS


 


WHEREAS, on September
20, 2020, the Board of Directors (the “Board”) of the Company adopted this Agreement, and has authorized and
declared a dividend of one preferred stock purchase right (a “Right”) for each share of Common Stock (as defined
in Section 1.6) of the Company outstanding at the close of business on October 1, 2020 (the “Record Date”)
and has authorized and directed the issuance of one Right (subject to adjustment as provided herein) with respect to each share
of Common Stock that shall become outstanding between the Record Date and the earliest of the Distribution Date and the Expiration
Date (as such terms are defined in Sections 3.1 and 7.1, respectively), each Right initially representing the right
to purchase one one-thousandth (subject to adjustment) of a share of Series A Junior Participating Preferred Stock, no par value
(the “Series A Preferred”), of the Company having the rights, powers and preferences set forth in the form of
Certificate of Designations of Series A Junior Participating Preferred Stock attached hereto as Exhibit A (as
amended from time to time), upon the terms and subject to the conditions hereinafter set forth; provided, however, that
Rights may be issued with respect to Common Stock that shall become outstanding after the Distribution Date and prior to the Expiration
Date in accordance with Section 22.


 


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


 


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


 


1.1.        
“Acquiring Person” shall mean any Person who or which, together with all Related Persons of such Person, shall be
the Beneficial Owner of 15% or more of the Common Stock then outstanding, but shall not include (i) an Exempt Person; (ii) any
Existing Holder, unless and until such time as such Existing Holder shall, after the first public announcement of this Agreement,
become the Beneficial Owner of one or more additional shares of Common Stock (other than pursuant to a dividend or distribution
paid or made by the Company on the outstanding Common Stock in Common Stock or pursuant to a split or subdivision of the outstanding
Common Stock), unless upon acquiring such Beneficial Ownership, such Existing Holder does not Beneficially Own 15% (20% in the
case of a Passive Institutional Investor) or more of the Common Stock then outstanding; or (iii) a Passive Institutional Investor,
so long as such Person is not the Beneficial Owner of 20% or more of the shares of Common Stock of the Company then outstanding,
provided that if a formerly Passive Institutional Investor should report or become required to report Beneficial Ownership of
shares of Common Stock of the Company on Schedule 13D under the Exchange Act (or any comparable or successor report), such formerly
Passive Institutional Investor will not be deemed to be or to have become an Acquiring Person if (i) it is an Existing Holder,
(ii) at the time it reports or becomes required to report Beneficial Ownership of shares of Common Stock of the Company on Schedule
13D, such formerly Passive Institutional Investor has Beneficial Ownership of less than 15% of the Common Stock then outstanding,
or (iii) (A) such formerly Passive Institutional Investor divests as promptly as practicable (but in any event not later than
20 business days after becoming required to report on Schedule 13D) Beneficial Ownership of a sufficient number of shares of Common
Stock of the Company so that it would no longer be an “Acquiring Person,” as defined herein, and (B) prior to reducing
its Beneficial Ownership to below 15%, such formerly Passive Institutional Investor does not increase its Beneficial Ownership
of the Common Stock then outstanding (other than by reason of share purchases by the Company) above the lowest Beneficial Ownership
of such Person at any time during such 20-day period.


 






     


     


    

 


Notwithstanding the foregoing,
no Person shall become an “Acquiring Person” as the result of an acquisition of Common Stock by the Company which,
by reducing the number of shares outstanding, increases the proportionate number of shares Beneficially Owned by such Person to
15% (20% in the case of a Passive Institutional Investor) or more of the Common Stock then outstanding; provided, however,
that if a Person, together with all of its Related Persons, shall become the Beneficial Owner of 15% (20% in the case of a Passive
Institutional Investor) or more of the Common Stock then outstanding solely by reason of share purchases by the Company and shall,
after such share purchases by the Company, become the Beneficial Owner of one or more additional shares of Common Stock (other
than pursuant to a dividend or distribution paid or made by the Company on the outstanding Common Stock in Common Stock or pursuant
to a split or subdivision of the outstanding Common Stock), then such Person shall be deemed to be an “Acquiring Person”
unless, upon becoming the Beneficial Owner of such additional Common Stock, such Person, together with all of its Related Persons,
does not Beneficially Own 15% (20% in the case of a Passive Institutional Investor) or more of the Common Stock then outstanding.


 


Notwithstanding anything
in this Agreement to the contrary, no Person shall become an “Acquiring Person,” as defined pursuant to the foregoing
provisions of this Section 1.1:


 


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


 


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


 






    2


     


    

 


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


 


(iv) if such Person
satisfies the requirements of Rule 13d-1(b)(1) (other than a Person
that so satisfies Rule 13d-1(b)(1) solely by reason of Rule 13d-1(b)(1)(ii)(E)) who would otherwise be an “Acquiring
Person” has become so as a result of its actions in the ordinary course of such Person’s business as a derivatives
dealer that the Board determines, in good faith, were taken without the intent or effect of evading or assisting any other Person
to evade the purposes and intent of this Agreement, or otherwise seeking to control or influence the management or policies of
the Company; or


 


(v) as the result of
an acquisition of shares of Common Stock pursuant to a Qualifying Offer.


 


For all purposes of this
Agreement, any calculation of the number of shares of Common Stock outstanding at any particular time, including for purposes of
determining the particular percentage of such outstanding Common Stock of which any Person is the Beneficial Owner, shall include
the number of shares of Common Stock not outstanding at the time of such calculation that such Person is otherwise deemed to Beneficially
Own for purposes of this Agreement. The number of shares of Common Stock not outstanding that such Person is otherwise deemed to
Beneficially Own for purposes of this Agreement shall be deemed to be outstanding for the purpose of computing the percentage of
the outstanding number of shares of Common Stock owned by such Person but shall not be deemed to be outstanding for the purpose
of computing the percentage of outstanding Common Stock owned by any other Person.


 


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


 


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


 






    3


     


    

 


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


 


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


 


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


 


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


 


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


 






    4


     


    

 


A
 “Synthetic Equity Position” is a “derivative
security” (as such term is defined in Rule 16a-1(c) under the Exchange Act) between
two parties (the “Receiving Party” and the “Counterparty”) that constitutes a “call
equivalent position” (as such term is defined in Rule 16a-1(b) under the Exchange Act); provided that, for the purposes
of the definition of “Synthetic Equity Position,” the term “derivative security” shall also include any
security or instrument that would not otherwise constitute a “derivative security” as a result of any feature that
would make any conversion, exercise or similar right or privilege of such security or instrument become determinable only at some
future date or upon the happening of a future occurrence, in which case the determination of the amount of securities into which
such security or instrument would be convertible or exercisable shall be made assuming that such security or instrument is immediately
convertible or exercisable at the time of such determination. The number
of shares of Common Stock of the Company specified or referenced in such derivative security contract (as determined by the Board
in good faith) is the number of “Notional Common Shares”, regardless of whether obligations under such contract
are required or permitted to be settled through the delivery of cash, shares of Common Stock or other property, without regard
to any short position under the same or any other derivative security.
For the avoidance of doubt, interests in broad-based index options, broad-based index futures and broad-based publicly traded
market baskets of stocks approved for trading by the appropriate federal governmental authority shall not be deemed to be Synthetic
Equity Positions.


 


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


 


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


 






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


 


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


 


1.6.        
“Common Stock” when used with reference to the Company shall mean the Common Stock, no par value, of
the Company. “Common Stock” when used with reference to any Person other than the Company shall mean the capital stock
with the greatest voting power, or the equity securities or other equity interest having power to control or direct the management
of, such other Person or, if such Person is a Subsidiary of another Person, the Person or Persons which ultimately control such
first-mentioned Person, and which has issued and outstanding such capital stock, equity securities or equity interest.


 


1.7.        
“Definitive Acquisition Agreement” shall mean any definitive written agreement entered into by the Company
that is conditioned on the approval by the holders of not less than a majority of the outstanding shares of Common Stock at a meeting
of the stockholders of the Company with respect to (i) a merger, consolidation, recapitalization, reorganization, share exchange,
business combination or similar transaction involving the Company or (ii) the acquisition, in any manner, directly or indirectly,
of more than 50% of the consolidated total assets (including equity securities of its Subsidiaries) of the Company and its Subsidiaries.


 


1.8.        
“Exempt Person” shall mean the Company, any Subsidiary of the Company, in each case including, without
limitation, the officers and members of the board of directors thereof acting in their fiduciary capacities, or any employee benefit
plan of the Company or of any Subsidiary of the Company or any entity or trustee holding (or acting in a fiduciary capacity in
respect of) shares of capital stock of the Company for or pursuant to the terms of any such plan, or for the purpose of funding
other employee benefits for employees of the Company or any Subsidiary of the Company.


 


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


 






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1.10.    
“Minimum Tender Condition” shall have the meaning set forth in the definition of “Qualifying Offer.”


 


1.11.    
“Passive Institutional Investor” shall mean any Person who or which (i) is the Beneficial Owner of shares
of Common Stock and (ii) is entitled to file, and files, a statement on Schedule 13G pursuant to Rule 13d-1(b) or Rule 13d-1(c)
of the Exchange Act Regulations with respect to such shares of Common Stock but only so long as (A) such Person is eligible to
report such Person’s Beneficial Ownership of shares of Common Stock on Schedule 13G under the Exchange Act and (B) such Person
does not hold shares of Common Stock on behalf of any other Person who is not (or if such other Person Beneficially Owned at least
5% (five percent) of the shares of Common Stock then outstanding, would not be) entitled to report Beneficial Ownership of shares
of Common Stock on a statement on Schedule 13G pursuant to Rule 13d-1(b) or Rule 13d-1(c) of the Exchange Act Regulations. For
the avoidance of doubt, a Person ceases to be a Passive Investor at the time such Person is no longer entitled to file a statement
on Schedule 13G with respect to the shares of Common Stock Beneficially Owned by such Person regardless of the deadline for the
filing of a statement on Schedule 13D with respect to such shares.


 


1.12.    
“Person” shall mean any individual, partnership, firm, corporation, limited liability company, association,
trust, limited liability partnership, joint venture, unincorporated organization or other entity, including (i) any syndicate
or group deemed to be a “person” under Section 13(d)(3) of the Exchange Act and any group under Rule 13d-5(b) of the
Exchange Act Regulations and (ii) any successor (by merger or otherwise) of such entity.


 


1.13.    
“Qualifying Offer” shall mean an offer determined by the Board in good faith to be:


 


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


 


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


 


(iii)       an
offer that is conditioned on a minimum of at least a majority of (A) the shares of Common Stock outstanding on a
fully-diluted basis and (B) the outstanding shares of Common Stock not held by the offeror (or such offeror’s Related
Persons) being tendered and not withdrawn as of the offer’s expiration date, which condition shall not be waivable (the
 “Minimum Tender Condition”);


 






    7


     


    

 


(v)       an
offer that is subject only to the Minimum Tender Condition and other customary terms and conditions, which conditions shall not
include any financing, funding or similar conditions or requirements with respect to the offeror or its representatives being permitted
any due diligence;


 


(vi)       an
offer pursuant to which the Company has received an irrevocable, legally binding written commitment by the offeror:


 


(A)       that
the offer, if it is otherwise to expire prior thereto, shall be extended for at least 20 days after any increase in the consideration
offered or after any bona fide alternative offer is commenced;


 


(B)       that
the offer shall remain open until at least the latest of (1) the date the Board redeems the outstanding Rights; (2) if a Special
Meeting is not duly requested in accordance with Section 23 (or is duly requested in accordance with Section 23 and
is withdrawn within 60 days following the end of the Board Evaluation Period), 60 days following the end of the Board Evaluation
Period; and (3) if a Special Meeting is duly requested in accordance with Section 23, 10 days after the date of such Special
Meeting or, if no Special Meeting is held within the Special Meeting Period, 10 days following the last day of such Special Meeting
Period;


 


(C)       to
consummate, as promptly as practicable upon successful completion of the offer, a second-step transaction whereby all shares of
Common Stock not tendered into the offer shall be acquired at the same consideration per share of Common Stock actually paid pursuant
to the offer, subject to stockholders’ statutory appraisal rights, if any; and


 


(D)       that
no amendments shall be made to the offer to reduce the consideration being offered or to otherwise change the terms of the offer
in a way that is adverse to a tendering stockholder (other than extensions of the offer consistent with the terms thereof).


 


For purposes of the definition
of “Qualifying Offer,” “fully financed” shall mean that the offeror has sufficient funds for the offer
and related expenses, which shall be evidenced by (x) firm, unqualified written commitments from responsible financial institutions
having the necessary financial capacity, accepted by the offeror, to provide funds for such offer subject only to customary terms
and conditions, (y) cash or cash equivalents then available to the offeror, set apart and maintained solely for the purpose of
funding the offer with an irrevocable, legally binding written commitment being provided by the offeror to the Board to maintain
such availability until the offer is consummated or withdrawn or (z) a combination of the foregoing, which evidence has been provided
to the Company prior to, or upon, commencement of the offer. If an offer becomes a Qualifying Offer in accordance with this definition,
but subsequently ceases to be a Qualifying Offer as a result of the failure at a later date to continue to satisfy any of the requirements
of this definition, such offer shall cease to be a Qualifying Offer, and the provisions of Section 23 shall no longer
be applicable to such offer.


 






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1.14.    
 “Related Person” shall mean, as to any Person, any Affiliates or Associates of such Person.


 


1.15.    
“Right to Acquire” shall mean a legal, equitable or contractual right to acquire (whether directly or
indirectly and whether exercisable immediately, or only after the passage of time, compliance with regulatory requirements, fulfillment
of a condition or otherwise), pursuant to any agreement, arrangement or understanding, whether or not in writing (excluding customary
agreements entered into in good faith with and between an underwriter and selling group members in connection with a firm commitment
underwriting registered under the Securities Act of 1933, as amended (the “Securities Act”)), or upon the exercise
of any option, warrant or right, through conversion of a security, pursuant to the power to revoke a trust, discretionary account
or similar arrangement, pursuant to the power to terminate a repurchase or similar so-called “stock borrowing” agreement
or arrangement, or pursuant to the automatic termination of a trust, discretionary account or similar arrangement.


 


1.16.    
“Specified Percentage” shall mean 15% when referring to the Beneficial Ownership of any Person.


 


1.17.    
“Stock Acquisition Date” shall mean the first date of public announcement (which, for purposes of this
definition, shall include, without limitation, the filing of a report pursuant to Section 13(d) of the Exchange Act or pursuant
to a comparable successor statute) by the Company or an Acquiring Person that an Acquiring Person has become such or that discloses
information which reveals the existence of an Acquiring Person or such earlier date as a majority of the Board shall become aware
of the existence of an Acquiring Person.


 


1.18.    
“Subsidiary” of any Person shall mean any partnership, joint venture, limited liability company, firm,
corporation, unincorporated association, trust or other entity of which a majority of the voting power of the voting equity securities
or equity interests is owned, of record or beneficially, directly or indirectly, by such Person.


 


1.19.    
A “Trigger Event” shall be deemed to have occurred upon any Person becoming an Acquiring Person.


 


1.20.    
The following terms shall have the meanings defined for such terms in the Sections set forth below:


 






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	Term	Section
	 	 
	Adjustment Shares	11.1.2
	Agreement	Preamble
	Board	Recitals
	Board Evaluation Period	23.3
	Book Entry Shares	3.1
	call equivalent position	1.3.5
	common stock equivalent	11.1.3
	Company	Preamble
	Counterparty	1.3.5
	current per share market price	11.4.1
	Current Value	11.1.3
	Demanding Stockholders	23.3
	derivative security	1.3.5
	Distribution Date	3.1
	equivalent preferred stock	11.2
	Exchange Act	1.2
	Exchange Consideration	27.1
	Exemption Date	23.3
	Expiration Date	7.1
	Final Expiration Date	7.1
	Notional Common Shares	1.3.5
	NYSE	9
	Original Rights	1.3.2
	Outside Meeting Date	23.3
	Principal Party	13.2
	Purchase Price	4
	Qualifying Offer Resolution	23.3
	Receiving Party	1.3.5
	Record Date	Recitals
	Redemption Date	7.1
	Redemption Price	23.1
	Requisite Percentage	23.3
	Right	Recitals
	Right Certificate	3.1
	Rights Agent	Preamble
	Securities Act	1.12
	Security	11.4.1
	Series A Preferred	Recitals
	Special Meeting	23.3
	Special Meeting Date	23.3
	Special Meeting Period	23.3
	Spread	11.1.3
	Substitution Period	11.1.3
	Summary of Rights	3.2
	Synthetic Equity Position	1.3.5
	Trading Day	11.4.1
	Trust	27.1
	Trust Agreement	27.1


 


Section 2.         Appointment
of Rights Agent. The Company hereby appoints the Rights Agent to act as rights agent for the Company and the holders of
the Rights (who, in accordance with Section 3, shall prior to the Distribution Date also be the holders of the Common
Stock) in accordance with the terms and conditions hereof, and the Rights Agent hereby accepts such appointment. The Company
may from time to time appoint such co-Rights Agents as it may deem necessary or desirable. In the event the Company appoints
one or more co-Rights Agents, the respective duties of the Rights Agent and any co-Rights Agent shall be as the Company shall
determine. Contemporaneously with such appointment, if any, the Company shall notify the Rights Agent thereof.


 






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Section 3.        
Issuance of Right Certificates.


 


3.1.        
Rights Evidenced by Stock Certificates. Until the earlier of (i) the close of business on the tenth Business Day
after the Stock Acquisition Date or (ii) the close of business on the tenth Business Day after the date of the commencement of,
or first public announcement of the intent of any Person (other than an Exempt Person) to commence, a tender or exchange offer
the consummation of which would result in any Person becoming an Acquiring Person (the earlier of (i) and (ii) being herein referred
to as the “Distribution Date”), (x) the Rights (unless earlier expired, redeemed or terminated) will be evidenced
(subject to the provisions of Section 3.2) by the certificates representing the Common Stock registered in the names of
the holders thereof or, in the case of uncertificated shares of Common Stock registered in book entry form (“Book Entry
Shares”), by notation in book entry (which certificates for Common Stock and Book Entry Shares shall also be deemed to
be Right Certificates) and not by separate certificates, and (y) the Rights (and the right to receive certificates therefor) will
be transferable only in connection with the transfer of the underlying Common Stock. The preceding sentence notwithstanding, prior
to the occurrence of a Distribution Date specified as a result of an event described in clause (ii) (or such later Distribution
Date as the Board may select pursuant to this sentence), the Board may postpone, one or more times, the Distribution Date which
would occur as a result of an event described in clause (ii) beyond the date set forth in such clause (ii). Nothing herein shall
permit such a postponement of a Distribution Date after a Person becomes an Acquiring Person, except as a result of the operation
of the third sentence of Section 1.1. As soon as practicable after the Distribution Date, the Company will prepare and execute,
the Rights Agent will countersign and the Company (or, if requested, the Rights Agent) will send, by first-class, postage-prepaid
mail, to each record holder of Common Stock as of the close of business on the Distribution Date (other than any Acquiring Person
or any Related Person of an Acquiring Person), at the address of such holder shown on the records of the Company or the transfer
agent or registrar for the Common Stock, one or more certificates for Rights, in substantially the form of Exhibit B hereto
(a “Right Certificate”), evidencing one Right (subject to adjustment as provided herein) for each share of Common
Stock so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.


 


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


 






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


 


This certificate also evidences and entitles
the holder hereof to certain rights as set forth in a Rights Agreement between Cubic Corporation (the “Company”)
and Broadridge Corporate Issuer Solutions, Inc., as Rights Agent, dated as of September 20, 2020, as the same may be amended from
time to time (the “Agreement”), the terms of which are hereby incorporated herein by reference and a copy of
which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the Agreement,
such Rights (as defined in the Agreement) will be evidenced by separate certificates and will no longer be evidenced by this certificate.
The Company will mail to the holder of this certificate a copy of the Agreement without charge after receipt of a written request
therefor. As described in the Agreement, Rights which are owned by, transferred to or have been owned by Acquiring Persons
(as defined in the Agreement) or any Related Person (as defined in the Agreement) of any Acquiring Person shall become null and
void and will no longer be transferable.


 


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


 









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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 






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7.2.        
Purchase. The Purchase Price for each one one-thousandth of a share of Series A Preferred pursuant to the exercise
of a Right shall be initially $315.00, shall be subject to adjustment from time to time as provided in Sections 11, 13 and
26 and shall be payable in lawful money of the United States of America in accordance with Section 7.3.


 


7.3.        
Payment Procedures. Except as otherwise provided herein, upon receipt of a Right Certificate representing exercisable
Rights, with the form of election to purchase and certification properly completed and duly executed, accompanied by payment of
the aggregate Purchase Price for the total number of one-thousandths of a share of Series A Preferred to be purchased and an amount
equal to any applicable tax or charge required to be paid by the holder of such Right Certificate in accordance with Section
9, in cash or by certified or cashier’s check or money order payable to the order of the Company, the Rights Agent shall
thereupon promptly (i)(A) requisition from any transfer agent of the Series A Preferred (or make available, if the Rights Agent
is the transfer agent) certificates for the number of shares of Series A Preferred to be purchased and the Company hereby irrevocably
authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number
of shares of Series A Preferred issuable upon exercise of the Rights hereunder with a depositary agent, requisition from such depositary
agent depositary receipts representing interests in such number of one-thousandths of a share of Series A Preferred as are to be
purchased (in which case certificates for the Series A Preferred represented by such receipts shall be deposited by the transfer
agent with the depositary agent) and the Company hereby directs such depositary agent to comply with all such requests; (ii) when
appropriate, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares in accordance
with Section 14 or otherwise in accordance with Section 11.1.3; (iii) promptly after receipt of such certificates
or depositary receipts, cause the same to be delivered to the registered holder of such Right Certificate, or upon the order of
the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder and (iv)
when appropriate, after receipt, promptly deliver such cash to the registered holder of such Right Certificate, or upon the order
of the registered holder of such Right Certificate, to such other Person as designated by such holder. In the event that the Company
is obligated to issue other securities of the Company, pay cash and/or distribute other property pursuant to Section 11.1.3,
the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution
by the Rights Agent, if and when appropriate.


 


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


 


7.5.         Full
Information Concerning Ownership. Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent
nor the Company shall be obligated to undertake any action with respect to a registered holder of Rights upon the occurrence
of any purported transfer or exercise of Rights pursuant to Section 6 or as set forth in this Section 7 unless
the certification contained in the form of election to purchase set forth on the reverse side of the Right Certificate
surrendered for such exercise shall have been properly completed and duly executed by the registered holder thereof and the
Company shall have been provided with such additional evidence of the identity of the Beneficial Owner (or former Beneficial
Owner) thereof or any Related Person of such registered holder or such Beneficial Owner (or such former Beneficial Owner), in
each case, as the Company shall reasonably request.


 






    15


     


    

 


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


 


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


 


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


 


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


 









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


 


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


 


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


 






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


 


11.1.    
Post-Execution Events.


 


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


 


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


 






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


 


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


 


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


 






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


 






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


 









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11.4.    
 Current Per Share Market Value.


 


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


 


11.4.2.  Series
A Preferred. Notwithstanding Section 11.4.1, for the purpose of any computation hereunder, the “current per
share market price” of the Series A Preferred shall be determined in the same manner as set forth above in Section
11.4.1 (other than the last sentence thereof). If the current per share market price of the Series A Preferred cannot be
determined in the manner described in Section 11.4.1, the “current per share market price” of the Series A
Preferred shall be conclusively deemed to be an amount equal to 1,000 (as such number may be appropriately adjusted for such
events as stock splits, stock dividends and recapitalizations with respect to the Common Stock occurring after the date of
this Agreement) multiplied by the current per share market price of the Common Stock (as determined pursuant to Section
11.4.1). If neither the Common Stock nor the Series A Preferred are publicly held or so listed or traded, or if on any
such date neither the Common Stock nor the Series A Preferred are so quoted and no such market maker is making a market in
either the Common Stock or the Series A Preferred, “current per share market price” of the Series A Preferred
shall mean the fair value per share as determined in good faith by the Board, or, if at the time of such determination there
is an Acquiring Person, by a nationally recognized investment banking firm selected by the Board, which shall have the duty
to make such determination in a reasonable and objective manner, which determination shall be described in a statement filed
with the Rights Agent and shall be conclusive for all purposes. For purposes of this Agreement, the “current per share
market price” of one one-thousandth of a share of Series A Preferred shall be equal to the “current per share
market price” of one share of Series A Preferred divided by 1,000.


 






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


 


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


 


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


 


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


 









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


 


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


 


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


 


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


 






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


 


11.14. Company Not
to Diminish Benefits of Rights. The Company covenants and agrees that after the earlier of the Stock Acquisition Date or Distribution
Date it will not, except as permitted by Section 23, Section 26 or Section 27, take (or permit any Subsidiary
to take) any action if at the time such action is taken it is reasonably foreseeable that such action will substantially diminish
or otherwise eliminate the benefits intended to be afforded by the Rights.


 


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


 


Section 12.     Certificate
of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Sections 11 or 13,
the Company shall (a) promptly prepare a certificate setting forth such adjustment, and a brief statement of the facts
accounting for such adjustment, (b) promptly file with the Rights Agent and with each transfer agent for the Common Stock or
the Series A Preferred a copy of such certificate and (c) mail a brief summary thereof to each holder of a Right Certificate
(or if before the Distribution Date, to each holder of a certificate representing shares of Common Stock or Book Entry Shares
in respect thereof) in accordance with Section 25. Notwithstanding the foregoing sentence, the failure of the Company
to make such certification, give such notice or mail such summary shall not affect the validity of or the force or effect of
the requirement for such adjustment. The Rights Agent shall be fully protected in relying on any such certificate and on any
adjustment or statement therein contained and shall not be deemed to have knowledge of any such adjustment unless and until
it shall have received such certificate.


 






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


 


13.1.     Certain
Transactions. Subject to Section 23.3, in the event that, from and after the first occurrence of a Trigger Event,
directly or indirectly, (A) the Company shall consolidate with, or merge with and into, any other Person and the Company
shall not be the continuing or surviving corporation, (B) any Person shall consolidate with the Company, or merge with and
into the Company and the Company shall be the continuing or surviving corporation of such merger and, in connection with such
merger, all or part of the Common Stock shall be changed into or exchanged for stock or other securities of the Company or
any other Person or cash or any other property, or (C) the Company shall sell, exchange, mortgage or otherwise transfer (or
one or more of its Subsidiaries shall sell, exchange, mortgage or otherwise transfer), in one or more transactions, assets or
earning power aggregating 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole)
to any other Person or Persons (other than the Company or one or more wholly-owned Subsidiaries of the Company in one or more
transactions each of which complies with Section 11.14), then, and in each such case, proper provision shall be made
so that (i) each holder of a Right (other than Rights which have become void pursuant to Section 11.1.2) shall
thereafter have the right to receive, upon the exercise thereof at a price per Right equal to the then current Purchase Price
multiplied by the number of one-thousandths of a share of Series A Preferred for which a Right was exercisable immediately
prior to the first occurrence of a Trigger Event (as subsequently adjusted pursuant to Sections 11.1.1, 11.2, 11.3, 11.8, 11.9
and 11.12), in accordance with the terms of this Agreement and in lieu of Series A Preferred or Common Stock, such
number of validly authorized and issued, fully paid, non-assessable and freely tradable Common Stock of the Principal Party
(as such term is hereinafter defined) not subject to any liens, encumbrances, rights of first refusal or other adverse
claims, as shall be equal to the result obtained by (x) multiplying the then current Purchase Price by the number of
one-thousandths of a share of Series A Preferred for which a Right was exercisable immediately prior to the first occurrence
of a Trigger Event (as subsequently adjusted pursuant to Sections 11.1.1, 11.2, 11.3, 11.8, 11.9
and 11.12) and (y) dividing that product by 50% of the then current per share market price of the Common Stock of such
Principal Party (determined pursuant to Section 11.4) on the date of consummation of such consolidation, merger, sale
or transfer; provided that the price per Right so payable and the number of shares of Common Stock of such Principal
Party so receivable upon exercise of a Right shall thereafter be subject to further adjustment as appropriate in accordance
with Section 11.6 to reflect any events covered thereby occurring in respect of the Common Stock of such Principal
Party after the occurrence of such consolidation, merger, sale or transfer; (ii) such Principal Party shall thereafter be
liable for, and shall assume, by virtue of such consolidation, merger, sale or transfer, all of the obligations and duties of
the Company pursuant to this Agreement; (iii) the term “Company” shall thereafter be deemed to refer to such
Principal Party; and (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a
sufficient number of shares of its Common Stock in accordance with Section 9) in connection with such consummation as
may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in
relation to its Common Stock thereafter deliverable upon the exercise of the Rights; provided that, upon the
subsequent occurrence of any consolidation, merger, sale or transfer of assets or other extraordinary transaction in respect
of such Principal Party, each holder of a Right shall thereupon be entitled to receive, upon exercise of a Right and payment
of the Purchase Price as provided in this Section 13.1, such cash, shares, rights, warrants and other property which
such holder would have been entitled to receive had such holder, at the time of such transaction, owned the Common Stock of
the Principal Party receivable upon the exercise of a Right pursuant to this Section 13.1, and such Principal Party
shall take such steps (including, but not limited to, reservation of shares of stock) as may be necessary to permit the
subsequent exercise of the Rights in accordance with the terms hereof for such cash, shares, rights, warrants and other
property. The Company shall not consummate any such consolidation, merger, sale or transfer unless prior thereto the Company
and such Principal Party shall have executed and delivered to the Rights Agent a supplemental agreement confirming that the
requirements of this Section 13.1 and Section 13.2 shall promptly be performed in accordance with their terms
and that such consolidation, merger, sale or transfer of assets shall not result in a default by the Principal Party under
this Agreement as the same shall have been assumed by the Principal Party pursuant to this Section 13.1 and Section
13.2 and providing that, as soon as practicable after executing such agreement pursuant to this Section 13, the
Principal Party, at its own expense, shall:


 






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


 


(2)         
use its best efforts, if the Common Stock of the Principal Party shall be listed or admitted to trading on the NYSE or
on another national securities exchange, to list or admit to trading (or continue the listing of) the Rights and the securities
purchasable upon exercise of the Rights on the NYSE or such securities exchange;


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 






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13.3.    
Approved Acquisitions. Notwithstanding anything contained herein to the contrary, upon the consummation of any merger
or other acquisition transaction of the type described in clause (A), (B) or (C) of Section 13.1 involving the Company pursuant
to a merger or other acquisition agreement between the Company and any Person (or one or more of such Person’s Affiliates
or Associates) which agreement has been approved by the Board prior to any Person becoming an Acquiring Person, this Agreement
and the rights of holders of Rights hereunder shall be terminated in accordance with Section 7.1.


 


Section 14.    
Fractional Rights and Fractional Shares.


 


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


 









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


 


14.3.    Cash in Lieu of Fractional Shares of Common Stock. The Company shall not be required to issue fractions of shares
of Common Stock or to distribute certificates which evidence fractional shares of Common Stock upon the exercise or exchange of
Rights. In lieu of such fractional shares of Common Stock, the Company shall pay to the registered holders of the Right Certificates
with regard to which such fractional shares of Common Stock would otherwise be issuable an amount in cash equal to the same fraction
of the current market value of a whole share of Common Stock (as determined in accordance with Section 14.1) for the Trading
Day immediately prior to the date of such exercise or exchange.


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


Section 17.           Right
Certificate Holder Not Deemed a Stockholder. No holder, as such, of any Right Certificate shall be entitled to vote, receive
dividends or be deemed for any purpose the holder of the Series A Preferred or any other securities of the Company which may at
any time be issuable on the exercise of the Rights represented thereby, nor shall anything contained herein or in any Right Certificate
be construed to confer upon the holder of any Right Certificate, as such, any of the rights of a stockholder of the Company or
any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give
or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except
as provided in Section 24), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced
by such Right Certificate shall have been exercised in accordance with the provisions hereof.


 






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Section 18.        Concerning
the Rights Agent. The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder
in accordance with a fee schedule to be mutually agreed upon and, from time to time, on demand of the Rights Agent, its reasonable
expenses and counsel fees and other disbursements incurred in the 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, or expense (including, without limitation, the reasonable fees and expenses of legal counsel), incurred without
gross negligence, bad faith or willful misconduct on the part of the Rights Agent (each as determined by a court of competent
jurisdiction in a final, non-appealable decision), for anything done or omitted by the Rights Agent in connection with the acceptance
and administration of this Agreement, including the costs and expenses of defending against any claim of liability arising therefrom,
directly or indirectly. The costs and expenses incurred in enforcing this right of indemnification and defending against any claim
of liability shall be paid by the Company.


 


The Rights Agent shall
be protected and shall incur no liability for or in respect of any action taken, suffered or omitted by it in connection with its
administration of this Agreement and the exercise and performance of its duties hereunder, in reliance upon any Right Certificate
or certificate for the Series A Preferred or the Common Stock or for other securities of the Company, instrument of assignment
or transfer, power of attorney, endorsement, affidavit, letter, notice, instruction, direction, consent, certificate, statement,
or other paper or document believed by it, in its reasonable belief, to be genuine and to be, in it its reasonable belief, signed,
executed and, where necessary, verified or acknowledged, by the proper Person or Persons.


 


The provisions of this
Section 18 shall survive the termination of this Agreement, the resignation, replacement or removal of the Rights Agent and the
exercise, termination and expiration of the Rights.


 


Section 19.        Merger
or Consolidation or Change of Name of Rights Agent. Any corporation or limited liability company or other entity into which
the Rights Agent or any successor Rights Agent may be merged or with which it may be consolidated, or any corporation or limited
liability company or other entity resulting from any merger or consolidation to which the Rights Agent or any successor Rights
Agent shall be a party, or any corporation or limited liability company succeeding to the corporate trust or stock transfer business
of the Rights Agent or any successor Rights Agent, shall be the successor to the Rights Agent under this Agreement without the
execution or filing of any paper or any further act on the part of any of the parties hereto, provided that such corporation
or limited liability company or other entity would be eligible for appointment as a successor Rights Agent under the provisions
of Section 21. In case at the time such successor Rights Agent shall succeed to the agency created by this Agreement, any
of the Right Certificates shall have been countersigned but not delivered, any such successor Rights Agent may adopt the countersignature
of the predecessor Rights Agent and deliver such Right Certificates so countersigned; and in case at that time any of the Right
Certificates shall not have been countersigned, any successor Rights Agent may countersign such Right Certificates either in the
name of the predecessor Rights Agent or in the name of the successor Rights Agent; and in all such cases such Right Certificates
shall have the full force provided in the Right Certificates and in this Agreement.


 






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


 


Section 20.           Duties
of Rights Agent. The Rights Agent undertakes the duties and obligations imposed by this Agreement upon the following terms
and conditions, by all of which the Company and the holders of Right Certificates, by their acceptance thereof, shall be bound:


 


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


 


20.2.       Certificates
as to Facts or Matters. Whenever in the performance of its duties under this Agreement the Rights Agent shall deem it necessary
or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder,
such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively
proved and established by a certificate signed by any authorized officer of the Company and delivered to the Rights Agent; and
such certificate shall be full authorization 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.


 


20.3.       Standard of
Care; Limitation of Liability. The Rights Agent shall be
liable hereunder to the Company and any other Person only for its own gross negligence, bad faith or willful misconduct (each
as determined by a final, non-appealable order, judgment, decree or ruling of a court of competent jurisdiction). Anything to
the contrary notwithstanding, in no event shall the Rights Agent be liable for special, punitive, indirect, consequential or incidental
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. Any liability of the Rights Agent under this Rights Agreement will be limited to the amount
of fees paid by the Company to the Rights Agent.


 


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


 






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


 


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


 


20.7.       Authorized Company
Officers. The Rights Agent is hereby authorized and directed to accept instructions with respect to the performance of its
duties hereunder from any authorized officer of the Company, and to apply to such officers for advice or instructions in connection
with its duties under this Agreement, and it shall not be liable for any action taken or suffered to be taken by it in good faith
in accordance with instructions of any such officer or for any delay in acting while waiting for these 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 with respect to its duties or obligations under this Agreement and
the date on and/or after which such action shall be taken or such omission shall be effective. The Rights Agent shall not be liable
to the Company 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 therein (which date shall not be less than three (3) Business Days after the date any such officer
actually receives such application, unless any such officer shall have consented in writing to an earlier date) unless, prior
to taking of any such action (or the effective date in the case of omission), the Rights Agent shall have received written instructions
in response to such application specifying the action to be taken or omitted.


 


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


 






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


 


20.10. Incomplete
Certificate. If, with respect to any Right Certificate surrendered to the Rights Agent for exercise or transfer, the certificate
contained in the form of assignment or the form of election to purchase set forth on the reverse thereof, as the case may be, has
not been completed to certify the holder is not an Acquiring Person (or a Related Person of an Acquiring Person), the Rights Agent
shall not take any further action with respect to such requested exercise or transfer without first consulting with the Company.


 


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


 


20.12.  No Risk.
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 are reasonable grounds for
believing that repayment of such funds or adequate indemnification against such risk or liability is not reasonably assured to
it.


 


Section 21.        Change
of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this
Agreement upon 30 days’ notice in writing mailed to the Company and to each transfer agent of the Common Stock and/or
Series A Preferred, as applicable, by registered or certified mail. Following the Distribution Date, the Company shall
promptly notify the holders of the Right Certificates by first-class mail of any such resignation. The Company may remove the
Rights Agent or any successor Rights Agent upon 30 days’ notice in writing, mailed to the Rights Agent or successor
Rights Agent, as the case may be, and to each transfer agent of the Common Stock and/or Series A Preferred, as applicable, by
registered or certified mail, and to the holders of the Right Certificates by first-class mail. If the Rights Agent shall
resign or be removed or shall otherwise become incapable of acting, the resigning, removed, or incapacitated Rights Agent
shall remit to the Company, or to any successor Rights Agent designated by the Company, all books, records, funds,
certificates or other documents or instruments of any kind then in its possession which were acquired by such resigning,
removed or incapacitated Rights Agent in connection with its services as Rights Agent hereunder, and shall thereafter be
discharged from all duties and obligations hereunder. Following notice of such removal, resignation or incapacity, the
Company shall appoint a successor to such Rights Agent. If the Company shall fail to make such appointment within a period of
30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the
resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who shall, with such notice, submit his
Right Certificate for inspection by the Company), then the registered holder of any Right Certificate may apply to any court
of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the
Company or by such a court, shall be a corporation organized and doing business under the laws of the State of New York or
the State of Delaware (or any other state of the United States so long as such corporation is authorized to do business as a
banking institution in the State of New York or the State of Delaware) in good standing, having an office in the State of New
York or the State of Delaware, which is authorized under such laws to exercise stock transfer or corporate trust powers and
is subject to supervision or examination by Federal or state authority and which has at the time of its appointment as Rights
Agent a combined capital and surplus of at least $100 million. After appointment, the successor Rights Agent shall be vested
with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further
act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the
time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose.
Not later than the effective date of any such appointment the Company shall file notice thereof in writing with the
predecessor Rights Agent and each transfer agent of the Common Stock and/or Series A Preferred, as applicable, and, following
the Distribution Date, mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give
any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity
of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.


 






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


 


Section 23.         Redemption.


 


23.1.    Right
to Redeem. The Board may, at its option, at any time prior to a Trigger Event, redeem all but not less than all of the
then outstanding Rights at a redemption price of $0.0001 per Right, appropriately adjusted to reflect any stock split, stock
dividend, recapitalization or similar transaction occurring after the date hereof (such redemption price being hereinafter
referred to as the “Redemption Price”), and the Company may, at its option, pay the Redemption Price in
Common Stock (based on the “current per share market price,” determined pursuant to Section 11.4, of the
Common Stock at the time of redemption), cash or any other form of consideration deemed appropriate by the Board. The
redemption of the Rights by the Board may be made effective at such time, on such basis and subject to such conditions as the
Board in its sole discretion may establish.


 






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23.2.    Redemption
Procedures. Immediately upon the action of the Board ordering the redemption of the Rights (or at such later time as the Board
may establish for the effectiveness of such redemption), and without any further action and without any notice, the right to exercise
the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for
each Right so held. The Company shall promptly give public notice of such redemption; provided, however, that the failure
to give, or any defect in, any such notice shall not affect the validity of such redemption. The Company shall promptly give,
or cause the Rights Agent to give, notice of such redemption to the holders of the then outstanding Rights by mailing such notice
to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution
Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided
shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall state the method by
which the payment of the Redemption Price will be made. The failure to give notice required by this Section 23.2 or any
defect therein shall not affect the validity of the action taken by the Company. Neither the Company nor any of its Affiliates
or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set
forth in this Section 23 or in Section 27, and other than in connection with the purchase, acquisition or redemption
of Common Stock prior to the Distribution Date.


 


23.3.    Qualifying
Offer. (i) In the event (A) the Company receives a Qualifying Offer, (B) a sufficient number of shares of Common Stock
have been tendered into the Qualifying Offer and not withdrawn to meet the Minimum Tender Condition and (C) the Board has not
redeemed the outstanding Rights or called a special meeting of stockholders for the purpose of voting on whether or not to exempt
such Qualifying Offer from this Agreement, in each case, by the Close of Business on the date that is 90 days following the commencement
of such Qualifying Offer within the meaning of Rule 14d-2(a) of the Exchange Act Regulations (the “Board Evaluation Period”),
the holders of record (or their duly authorized proxy) of at least 25% or more of shares of Common Stock then outstanding
(excluding shares of Common Stock that are Beneficially Owned by the Person making the Qualifying Offer and such Person’s
Related Persons) (the “Requisite Percentage”) may submit to the Board, no later than 60 days following the
end of the Board Evaluation Period, a written demand complying with the terms of this Section 23.3 (the “Special
Meeting Demand”) directing the Board to submit to a vote of stockholders at a special meeting of the stockholders of
the Company (a “Special Meeting”) a resolution exempting such Qualifying Offer from the provisions of this
Agreement (the “Qualifying Offer Resolution”). Any Special Meeting Demand must be (1) delivered to the Secretary
at the principal executive offices of the Company and (2) signed by the demanding stockholders (the “Demanding Stockholders”)
or a duly authorized agent of the Demanding Stockholders.


 






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


 


(iii) In the event that
no Person has become an Acquiring Person prior to the Exemption Date and the Qualifying Offer continues to be a Qualifying Offer
and either (A) the Special Meeting has not been convened on or prior to the last day of the Special Meeting Period (the “Outside
Meeting Date”) or (B) if, at the Special Meeting at which a quorum is present, a majority of shares of Common Stock
outstanding as of the record date for the Special Meeting (excluding shares of Common Stock Beneficially Owned by the Person making
the Qualifying Offer and such Person’s Related Persons) shall vote in favor of the Qualifying Offer Resolution, then the
Qualifying Offer shall be exempt from the application of this Agreement in all respects to such Qualifying Offer as long as it
remains a Qualifying Offer, such exemption to be effective on the Close of Business on the earlier of (1) the Outside Meeting
Date or (2) the date on which the results of the vote on the Qualifying Offer Resolution at the Special Meeting are certified
as official by the appointed inspectors of election for the Special Meeting, as the case may be (such earlier date, the “Exemption
Date”). Notwithstanding anything herein to the contrary, no action or vote by stockholders not in compliance with this
Section 23.3 shall serve to exempt any offer or consummation thereof from the terms of this Agreement. Immediately
upon the Close of Business on the Exemption Date, and without any further action and without any notice, the right to exercise
the Rights with respect to the Qualifying Offer will terminate and, notwithstanding anything in this Agreement to the contrary,
the consummation of the Qualifying Offer shall not cause the offeror (or its Related Persons) to become an Acquiring Person, and
the Rights shall immediately expire and have no further force and effect upon such consummation.


 


Section 24.    Notice
of Certain Events. In case the Company shall propose at any time after the earlier of the Stock Acquisition Date and the
Distribution Date (a) to pay any dividend payable in stock of any class to the holders of Series A Preferred or to make any
other distribution to the holders of Series A Preferred (other than a regular periodic cash dividend at a rate not in excess
of 125% of the rate of the last regular periodic cash dividend theretofore paid or, in case regular periodic cash dividends
have not theretofore been paid, at a rate not in excess of 50% of the average net income per share of the Company for the
four quarters ended immediately prior to the payment of such dividends, or a stock dividend on, or a subdivision, combination
or reclassification of the Common Stock), or (b) to offer to the holders of Series A Preferred rights or warrants to
subscribe for or to purchase any additional Series A Preferred or shares of stock of any class or any other securities,
rights or options, or (c) to effect any reclassification of its Series A Preferred (other than a reclassification involving
only the subdivision of outstanding Series A Preferred), or (d) to effect any consolidation or merger into or with, or to
effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one
or more transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole)
to, any other Person (other than pursuant to a merger or other acquisition agreement of the type excluded from the definition
of “Beneficial Ownership” in Section 1.3), or (e) to effect the liquidation, dissolution or winding up of
the Company, or (f) to declare or pay any dividend on the Common Stock payable in Common Stock or to effect a subdivision,
combination or consolidation of the Common Stock (by reclassification or otherwise), then, in each such case, the Company
shall give to the Rights Agent and to each holder of a Right Certificate, in accordance with Section 25, a notice of
such proposed action, which shall specify the record date for the purposes of such stock dividend, distribution of rights or
warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or
winding up is to take place and the date of participation therein by the holders of the Series A Preferred and/or Common
Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (a) or
(b) above at least 10 days prior to the record date for determining holders of the Series A Preferred for purposes of such
action, and in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or
the date of participation therein by the holders of the Series A Preferred and/or Common Stock, whichever shall be the
earlier; provided, however, that no such action shall be taken pursuant to this Section 24 that will or
would conflict with any provision of the Amended and Restated Certificate of Incorporation of the Company


 






    38


     


    

 


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


 


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


 


Cubic
Corporation


9333
Balboa Avenue


San
Diego, California 92123


Attention: General Counsel


 






    39


     


    

 


with copies (which shall not constitute notice)
to:


 


Faegre Drinker Biddle & Reath LLP

2200 Wells Fargo Center

90 South Seventh Street

Minneapolis, MN 55402

Attention: W. Morgan Burns & Michael A. Stanchfield


 


Telephone:   (612) 766-7136


(612) 766-7764

Email:           morgan.burns@faegredrinker.com


mike.stanchfield@faegredrinker.com


 


Sidley Austin LLP

One South Dearborn

Chicago, Illinois 60603

Attention: Brian J. Fahrney


 


Telephone:   (312) 853-2066


Email:          bfahrney@sidley.com


 


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


 


Broadridge
Corporate Issuer Solutions, Inc.


P.O. Box 1342


Brentwood, NY 11717


Attention: Corporate
Actions Department


 


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


 






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Section 26.        Supplements
and Amendments. For so long as the Rights are then redeemable, the Company may in its sole and absolute discretion, and the
Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement in any respect without the
approval of any holders of Rights or Common Stock. From and after the time that the Rights are no longer redeemable, the Company
may, and the Rights Agent shall, if the Company so directs, from time to time supplement or amend this Agreement without the approval
of any holders of Rights (i) to cure any ambiguity or to correct or supplement any provision contained herein which may be defective
or inconsistent with any other provisions herein or (ii) to make any other changes or provisions in regard to matters or questions
arising hereunder which the Company may deem necessary or desirable, including but not limited to extending the Final Expiration
Date; provided, however, that no such supplement or amendment shall adversely affect the interests of the holders of Rights
as such (other than an Acquiring Person or a Related Person of an Acquiring Person), and no such supplement or amendment may cause
the Rights again to become redeemable or cause this Agreement again to become amendable as to an Acquiring Person or a Related
Person of an Acquiring Person, other than in accordance with this sentence; provided further, that the right of the Board
to extend the Distribution Date shall not require any amendment or supplement hereunder. Upon the delivery of a certificate from
an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of
this Section 26, the Rights Agent shall execute such supplement or amendment; provided that any supplement or amendment
that does not amend Sections 18, 19, 20 or 21 hereof or this Section 26 or any other Section
of this Agreement in a manner adverse to the Rights Agent shall become effective immediately upon execution by the Company, whether
or not also executed by the Rights Agent. The Company shall promptly provide the Rights Agent with written notice of such supplement
or amendment. Without limiting the foregoing, the Company, by action of the Board, may, at any time before any Person becomes
an Acquiring Person, amend this Agreement to make this Agreement inapplicable to a particular transaction by which a Person might
otherwise become an Acquiring Person or to otherwise alter the terms and conditions of this Agreement as they may apply with respect
to any such transaction. For the avoidance of doubt, the Company shall be entitled to adopt and implement such procedures and
arrangements (including with third parties) as it may deem necessary or desirable to facilitate the exercise, exchange, trading,
issuance or distribution of the Rights (and the Series A Preferred issuable and deliverable upon the exercise of the Rights) as
contemplated hereby and to ensure that an Acquiring Person and its Related Persons and transferees do not obtain the benefits
thereof, and any amendment in respect of the foregoing shall be deemed not to adversely affect the interests of the holders of
Rights. No supplement or amendment to this Agreement shall be effective unless duly executed by the Rights Agent and the Company.
The Rights Agent shall duly execute and deliver any supplement or amendment hereto requested by the Company in writing, provided
that the Company has delivered to the Rights Agent a certificate from an authorized officer of the Company.


 


Section 27.        Exchange.


 


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


 






    41


     


    

 


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


 


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


 






    42


     


    

 


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


 


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


 


Section 30.        Determination
and Actions by the Board or Committee Thereof. The Board, or a duly authorized committee thereof, shall have the exclusive
power and authority to administer this Agreement and to exercise the rights and powers specifically granted to the Board or to
the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right
and power to (i) interpret the provisions of this Agreement and (ii) make all determinations deemed necessary or advisable for
the administration of this Agreement (including, without limitation, a determination to redeem or not redeem the Rights or amend
this Agreement). In administering this Agreement and exercising the rights and powers specifically granted to the Board and to
the Company hereunder, and in interpreting this Agreement and making any determination hereunder, the Board, or a duly authorized
committee thereof, may consider any and all facts, circumstances or information it deems to be necessary, useful or appropriate.
All such actions, calculations, interpretations and determinations that are done or made by the Board, or a duly authorized committee
thereof, in good faith shall be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as
such, and all other parties to the fullest extent permitted by applicable law.


 


Without limiting the
foregoing, nothing contained herein shall be construed to suggest or imply that the Board shall not be entitled to reject any Qualifying
Offer or any other tender offer or other acquisition proposal, or to recommend that holders of shares of Common Stock reject any
Qualifying Offer or any other tender offer or other acquisition proposal, or to take any other action (including the commencement,
prosecution, defense or settlement of any litigation and the submission of additional or alternative offers or other proposals)
with respect to any Qualifying Offer or any other tender offer or other acquisition proposal that the Board determines in good
faith is necessary or appropriate in the exercise of its fiduciary duties.


 


Section
31.        Severability. If any term, provision, covenant or restriction of
this Agreement or the Rights is held by a court of competent jurisdiction or other authority to be invalid, void or
unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement or the Rights shall
remain in full force and effect and shall in no way be affected, impaired or invalidated; provided, however,
that notwithstanding anything in this Agreement to the contrary, if any such term, provision, covenant or restriction is held
by such court or authority to be invalid, void or unenforceable and the Board determines in its good faith judgment that
severing the invalid language from this Agreement or the Rights would adversely affect the purpose or effect of this
Agreement, the right of redemption set forth in Section 23 shall be reinstated and shall not expire until the close of
business on the tenth day following the date of such determination by the Board


 






    43


     


    

 


Section 32.        Governing
Law; Submission to Jurisdiction. This Agreement and each Right Certificate issued hereunder shall be deemed to be a contract
made under the internal laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with
the laws of such State applicable to contracts to be made and performed entirely within such State. The Company and each holder
of Rights hereby irrevocably submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware, or, if such
court lacks subject matter jurisdiction, the United States District Court for the District of Delaware, over any suit, action
or proceeding arising out of or relating to this Agreement. The Company and each holder of Rights acknowledge that the forum designated
by this Section 32 has a reasonable relation to this Agreement and to such Persons’ relationship with one another.
The Company and each holder of Rights hereby waive, to the fullest extent permitted by applicable law, any objection which they
now or hereafter have to personal jurisdiction or to the laying of venue of any such suit, action or proceeding brought in any
court referred to in this Section 32. The Company and each holder of Rights undertake not to commence any action subject
to this Agreement in any forum other than the forum described in this Section 32. The Company and each holder of Rights
agree that, to the fullest extent permitted by applicable law, a final and non-appealable judgment in any such suit, action or
proceeding brought in any such court shall be conclusive and binding upon such Persons.


 


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


 


Section 34.        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 35.        Force
Majeure. Notwithstanding anything to the contrary contained herein, the Rights Agent will not have any liability for not performing,
or a delay in the performance of, any act, duty, obligation or responsibility by reason of any occurrence beyond the reasonable
control of the Rights Agent (including acts of God, terrorist acts, pandemics, shortage of supply, breakdowns, interruptions or
malfunctions of computer facilities, loss of data due to power failures, mechanical difficulties with information storage or retrieval
systems, labor difficulties, war and civil unrest).


 


[Signature Page Follows]


 






    44


     


    







 


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


 


	 	CUBIC CORPORATION
	 	 	 
	 	By	 /s/ Hilary L. Hageman
	 	 	Name: Hilary L. Hageman
	 	 	Title: Senior Vice President, General Counsel & Corporate Secretary
	 	 	 
	 	Broadridge Corporate Issuer Solutions, Inc.
	 	 	 
	 	By	/s/ John P. Dunn
	 	 	Name: John P. Dunn
	 	 	Title: Sr. Vice President, Sales



 






    	 	 	 



     


    

 





EXHIBIT A


 


FORM
OF


 


CERTIFICATE
OF DESIGNATIONS


 


of


 


SERIES
A JUNIOR PARTICIPATING PREFERRED STOCK


 


of


 


Cubic
Corporation


 


(Pursuant
to Section 151 of the


Delaware
General Corporation Law)


 





 



 


Cubic Corporation, a
corporation organized and existing under the General Corporation Law of the State of Delaware (hereinafter called the “Corporation”),
hereby certifies that the following resolution was adopted by the Board of Directors of the Corporation (hereinafter called the
 “Board of Directors” or the “Board”) as required by Section 151 of the General Corporation
Law at a meeting duly called and held on September 20, 2020.


 


RESOLVED, that pursuant
to the authority expressly granted to and vested in the Board in accordance with the provisions of the Amended and Restated Certificate
of Incorporation of the Corporation, the Board hereby creates a series of Preferred Stock, no par value (the “Preferred
Stock”), of the Corporation and hereby states the designation and number of shares, and fixes the relative rights, powers
and preferences, and qualifications, limitations and restrictions thereof as follows:


 


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


 






    	 	A-1	 



     


    

 


Section 2.          Dividends and Distributions.


 


(A)      Subject
to the prior and superior rights of the holders of any shares of any class or series of stock of this Corporation ranking
prior and superior to the Series A Preferred with respect to dividends, the holders of shares of Series A Preferred, in
preference to the holders of Common Stock, no par value (the “Common Stock”), of the Corporation, and of
any other stock ranking junior to the Series A Preferred, shall be entitled to receive, when, as and if declared by the Board
of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the first day of March,
June, September and December in each year (each such date being referred to herein as a “Quarterly Dividend Payment
Date”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of
a share of Series A Preferred, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $1.00 or (b)
subject to the provision for adjustment hereinafter set forth, 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 A Preferred. In the event the Corporation shall at any time after September 20, 2020 (the “Rights
Declaration Date”) declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a
subdivision, combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise) into a
greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series A
Preferred were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by
multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately
after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior
to such event.


 


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


 


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


 






    	 	A-2	 



     


    

 


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


 


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


 


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


 


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


 


(D)       


 


(i)            If at any time dividends on any Series A Preferred shall be in arrears in an amount equal to or greater than six (6) quarterly
dividends thereon, the occurrence of such contingency shall mark the beginning of a period (herein called a “default period”)
which shall extend until such time when all accrued and unpaid dividends for all previous quarterly dividend periods and for the
current quarterly dividend period on all shares of Series A Preferred 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 A Preferred) with
dividends in arrears in an amount equal to or greater than six (6) quarterly dividends thereon, voting as a class, irrespective
of series, shall have the right to elect two (2) directors.


 






    	 	A-3	 



     


    







 


(ii)        During
any default period, such voting right of the holders of Series A Preferred may be exercised initially at a special meeting called
pursuant to Section 3(D)(iii) below 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 ten percent (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 rights. 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 as may then exist up to two (2) directors or, if such
right is exercised at an annual meeting, to elect two (2) directors. After the holders of the Preferred Stock shall have exercised
their right to elect directors in any default period and during the continuance of such period, the number of directors shall
not be increased or decreased except by vote of the holders of Preferred Stock as herein provided or pursuant to the rights of
any equity securities ranking senior to or pari passu with the Series A Preferred.


 


(iii)       Unless
the holders of Preferred Stock shall, during an existing default period, have previously exercised their right to elect directors,
the Board shall order the calling of special meeting of the holders of Preferred Stock, which meeting shall thereupon be called
by the Board. Notice of such meeting and of any annual meeting at which holders of Preferred Stock are entitled to vote pursuant
to this Section 3(D)(iii) shall be given to each holder of record of Preferred Stock by mailing a copy of such notice to
him or her at his or her last address as the same appears on the books of the Corporation. Such meeting shall be called for a
time not earlier than ten (10) days and not later than fifty (50) days after such order. Notwithstanding the provisions of this
Section 3(D)(iii), no such special meeting shall be called during the period within fifty (50) 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, if applicable, other classes of capital stock of the Corporation,
shall continue to be entitled to elect the whole number of directors until the holders of Preferred Stock shall have exercised
their right to elect two (2) directors voting as a class, after the exercise of which right (1) 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 (2) any vacancy in the Board may (except as provided in Section 3(D)(ii) above) be
filled by vote of a majority of the remaining directors theretofore elected by the holders of the class of capital stock which
elected the director whose office shall have become vacant. References in this Section 3(D)(iv) to directors elected by
the holders of a particular class of stock shall include directors appointed by such directors to fill vacancies as provided in
clause (2) of the foregoing sentence.


 







(v)        Immediately
upon the expiration of a default period, (1) the right of the holders of Preferred Stock as a class to elect directors shall
cease, (2) the term of any directors elected by the holders of Preferred Stock as a class shall terminate and (3) the number
of directors shall be such number as may be provided for in the Amended and Restated Certificate of Incorporation of the
Corporation irrespective of any increase made pursuant to the provisions of Section 3(D)(ii) above (such number being
subject, however, to change thereafter in any manner provided by law or in the Amended and Restated Certificate of
Incorporation of the Corporation). Any vacancies in the Board effected by the provisions of clauses (2) and (3) in the
preceding sentence may be filled by a majority of the remaining directors.


 






    	 	A-4	 



     


    

 



 


Section 4.        
Certain Restrictions.


 


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


 


(i)                
declare or pay dividends, or make any other distributions, on, or redeem or repurchase or otherwise acquire for consideration,
any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred
other than (1) such redemptions or purchases that may be deemed to occur upon the exercise of stock options, warrants or similar
rights or grant, vesting or lapse of restrictions on the grant of any performance shares, restricted stock, restricted stock units
or other equity awards to the extent that such shares represent all or a portion of (x) the exercise or purchase price of such
options, warrants or similar rights or other equity awards or (y) the amount of withholding taxes owed by the holder of such award
in respect of such grant, exercise, vesting or lapse of restrictions; (2) such purchases necessary to satisfy the issuance of any
shares upon the exercise or to satisfy the vesting and settlement of any options, warrants or similar rights or other equity awards
pursuant to the terms of the Corporation’s equity plans maintained for the benefit its employees, directors and other service
providers; or (3) the repurchase, redemption or other acquisition or retirement for value of any such shares from employees, directors,
former directors, consultants or former consultants of the Corporation or their respective estate, spouse, former spouse or family
member, pursuant to the terms of the agreement pursuant to which such shares were acquired;


 


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


 


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


 






    A-5


     


    

 


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


 


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


 


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


 


Section 6.        
Liquidation, Dissolution or Winding Up.


 


(A)       Upon
any liquidation, dissolution or winding up of the Corporation, voluntary or otherwise no distribution shall be made (i) to
the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the
Series A Preferred unless, prior thereto, the holders of Series A Preferred shall have received an amount per share (the
 “Series A Preferred Liquidation Preference”) equal to $1,000 per share, plus an amount equal to accrued
and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, provided that the
holders of shares of Series A Preferred shall be entitled to receive an aggregate amount per share, subject to the provision
for adjustment hereinafter set forth, equal to 1,000 times the aggregate amount to be distributed per share to holders of
Common Stock, or (ii) to the holders of shares of stock ranking on a parity (either as to dividends or upon liquidation,
dissolution or winding up) with the Series A Preferred, except distributions made ratably on the Series A Preferred and all
such parity stock in proportion to the total amounts to which the holders of all such shares are entitled upon such
liquidation, dissolution or winding up. In the event the Corporation shall at any time after the Rights Declaration Date
declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision, combination or
consolidation of the outstanding shares of Common Stock (by reclassification or otherwise) into a greater or lesser number of
shares of Common Stock, then in each such case the aggregate amount to which holders of Series A Preferred were entitled
immediately prior to such event under the proviso in clause (i) of the preceding sentence shall be adjusted by multiplying
such amount by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such
event and the denominator of which is the number of shares of Common Stock that are outstanding immediately prior to such
event.


 






    A-6


     


    

 


(2)         
In the event, however, that there are not sufficient assets available to permit payment in full of the Series A Preferred
Liquidation Preference and the liquidation preferences of all other classes and series of stock of the Corporation, if any, that
rank on a parity with the Series A Preferred in respect thereof, then the assets available for such distribution shall be distributed
ratably to the holders of the Series A Preferred and the holders of such parity shares in proportion to their respective liquidation
preferences.


 


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


 


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


 


Section 8.        
No Redemption. The Series A Preferred shall not be redeemable by the Corporation.


 


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


 


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


 






    A-7


     


    

 


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


 


*                               *                               *


 









    A-8


     


    

 


IN WITNESS WHEREOF,
this Certificate of Designations is executed on behalf of the Company by its duly authorized officer on this ___ day of September
2020.


 


	 	CUBIC CORPORATION
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 






    A-9


     


    

 


EXHIBIT
B


 


[Form
of Right Certificate]


 


	Certificate No. R-	_______ Rights




 


NOT EXERCISABLE AFTER SEPTEMBER
19, 2021 OR EARLIER IF NOTICE OF REDEMPTION OR EXCHANGE IS GIVEN OR IF THE COMPANY IS MERGED OR ACQUIRED PURSUANT TO AN AGREEMENT
OF THE TYPE DESCRIBED IN SECTION 13.3 OF THE AGREEMENT. THE RIGHTS ARE SUBJECT TO REDEMPTION AT $0.0001 PER RIGHT, AND TO EXCHANGE
ON THE TERMS SET FORTH IN THE AGREEMENT. UNDER CERTAIN CIRCUMSTANCES (SPECIFIED IN SECTION 11.1.2 OF THE AGREEMENT), RIGHTS
BENEFICIALLY OWNED BY OR TRANSFERRED TO AN ACQUIRING PERSON (AS DEFINED IN THE AGREEMENT), OR ANY SUBSEQUENT HOLDER OF SUCH RIGHTS,
WILL BECOME NULL AND VOID AND WILL NO LONGER BE TRANSFERABLE.


 


Right
Certificate


 


Cubic
Corporation


 


This certifies that ________________,
or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof,
subject to the terms, provisions and conditions of the Rights Agreement, dated as of September 20, 2020, as the same may be amended
from time to time (the “Agreement”), between Cubic Corporation, a Delaware corporation (the “Company”),
and Broadridge Corporate Issuer Solutions, Inc., a Pennsylvania corporation, as Rights Agent (the “Rights Agent”),
to purchase from the Company at any time after the Distribution Date and prior to 5:00 P.M. (New York time) on September 19, 2021,
at the offices of the Rights Agent, or its successors as Rights Agent, designated for such purpose, one one-thousandth of a fully
paid, nonassessable share of Series A Junior Participating Preferred Stock, no par value (the “Series A Preferred”),
of the Company, at a purchase price of $315.00 per one one-thousandth of a share of Series A Preferred, subject to adjustment (the
 “Purchase Price”), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase
and certification duly executed. The number of Rights evidenced by this Right Certificate (and the number of one-thousandths of
a share of Series A Preferred which may be purchased upon exercise thereof) set forth above, and the Purchase Price set forth above,
are the number and Purchase Price as of October 1, 2020, based on the Series A Preferred as constituted at such date. Capitalized
terms used in this Right Certificate without definition shall have the meanings ascribed to them in the Agreement. As provided
in the Agreement, the Purchase Price and the number of shares of Series A Preferred which may be purchased upon the exercise of
the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events.


 


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


 






    B-1


     


    

 


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


 


Subject to the provisions
of the Agreement, the Board may, at its option, (i) redeem the Rights evidenced by this Right Certificate at a redemption price
of $0.0001 per Right or (ii) exchange Common Stock for the Rights evidenced by this Certificate, in whole or in part.


 


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


 


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


 


If any term, provision,
covenant or restriction of the 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 the Agreement shall remain in full force and
effect and shall in no way be affected, impaired or invalidated.


 


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


 









    B-2


     


    

 


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


 


Dated as of __________,
20__.


 


Attest: CUBIC CORPORATION


 


	By	 	 	By	 
	 	Title:       	 	 	Title:




 


Countersigned:


 


	BROADRIDGE CORPORATE ISSUER SOLUTIONS, INC.,
	as Rights Agent
	 
	By	          	 
	 	Authorized Signature







 






    B-3


     


    

 


Form of Reverse Side of Right Certificate


 


FORM OF ASSIGNMENT


 


(To be executed by the registered holder
if such holder


desires to transfer the Right Certificate.)


 


FOR VALUE RECEIVED                                                                                                                                                                                                                   


hereby sells, assigns and transfers unto
                                                                                                                                                                                               





 


 


 


(Please print name and address


of transferee)


 


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


 


Dated:                           


 


 


	 	Signature



 


Signature Medallion Guaranteed:


 


                                                                       


 


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


 











    B-4


     


    

 


 


The undersigned hereby certifies that:


 




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


 


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


 


Dated:                                


 


 


	 	Signature


 






    B-5


     


    

 


FORM OF ELECTION TO PURCHASE


 


(To be executed if holder desires to

exercise the Right Certificate.)


 


To: Cubic Corporation


 


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


 


___________________________________________________________


(Please print name and address)


 


_____________________________________________________________


 


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


 


Please insert social security

or other identifying number_____________________________________


 


____________________________________________________________


(Please print name and address)


 


____________________________________________________________


 


Dated: __________________


 


 


	 	Signature


 


Signature Medallion Guaranteed:


 


                                                                              


 


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


 









    B-6


     


    

 


The undersigned hereby certifies that:


 


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


 


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


 


Dated:_______________


 


 


	 	Signature


 


 


 


NOTICE


 


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


 


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


 









    B-7


     


    

 


EXHIBIT C


 


As described in the Rights Agreement,
Rights which are 


held by or have been held by an Acquiring
Person or any Related Persons of an Acquiring Person (as such terms are defined in the Rights Agreement) and certain transferees
thereof shall become null and void and will no longer be transferable.


 


SUMMARY OF RIGHTS TO PURCHASE


PREFERRED STOCK


 


On September 20, 2020,
the Board of Directors of Cubic Corporation (the “Company”) declared a dividend of one preferred stock purchase
right (a “Right”) for each share of Common Stock, no par value (the “Common Stock”), of the
Company outstanding at the close of business on October 1, 2020 (the “Record Date”). As long as the Rights are
attached to the Common Stock, the Company will issue one Right (subject to adjustment) with each new share of Common Stock so that
all such shares will have attached Rights. When exercisable, each Right will entitle the registered holder to purchase from the
Company one one-thousandth of a share of Series A Junior Participating Preferred Stock (the “Series A Preferred”)
of the Company at a price of $315.00 per one one-thousandth of a share of Series A Preferred, subject to certain anti-dilution
adjustments (the “Purchase Price”). The description and terms of the Rights are set forth in a Rights Agreement,
dated as of September 20, 2020, as the same may be amended from time to time (the “Agreement”), between the
Company and Broadridge Corporate Issuer Solutions, Inc., as Rights Agent (the “Rights Agent”).


 


The Agreement should
not interfere with any merger or other business combination approved by the Board of Directors, and the rights plan also has an
exception for qualifying offers as described below.


 


Until the earlier
to occur of (i) the close of business on the tenth business day following a public announcement that a person or group of
affiliated or associated persons has acquired, or obtained the right to acquire, beneficial ownership of 15% (20% in the case
of a Passive Institutional Investor) or more of the Common Stock (including certain synthetic equity positions created by
derivative securities, which are treated as beneficial ownership of the number of shares of Common Stock equivalent to the
economic exposure created by the synthetic equity position, to the extent actual shares of Common Stock are directly or
indirectly beneficially owned by a counterparty to the synthetic equity position) (an “Acquiring Person”)
or (ii) the close of business on the tenth business day (or such later date as may be determined by action of the Board of
Directors prior to such time as any person or group of affiliated persons becomes an Acquiring Person) following the
commencement or announcement of an intention to make a tender offer or exchange offer the consummation of which would result
in a person or group becoming an Acquiring Person (the earlier of (i) and (ii) being called the “Distribution
Date”), the Rights will be evidenced, with respect to any of the Common Stock certificates outstanding as of the
Record Date, by such Common Stock certificates or, with respect to any uncertificated Common Stock registered in book entry
form, by notation in book entry, in either case together with a copy of this Summary of Rights. The Agreement provides that
any person or group that, together with its affiliates and associates, as of immediately prior to the first public
announcement of the adoption of the Agreement, beneficially owns 15% or more of the outstanding shares of Common Stock (an
 “Existing Holder”) so long as such person or group continues to beneficially own at least 15% of the outstanding
shares of Common Stock and does not acquire shares of Common Stock to beneficially own an amount equal to or greater than the
greater of 15% and the sum of the lowest beneficial ownership of such person or group since the public announcement of the
adoption of the Agreement plus one share of Common Stock.


 






    C-1


     


    

 


In addition, the Agreement
provides that no person or group will become an Acquiring Person as a result of share purchases or issuances directly from the
Company or through an underwritten offering approved by the Board of Directors. Also, a person or group will not be an Acquiring
Person if the Board of Directors determines that such person or group has become an Acquiring Person inadvertently and such person
or group as promptly as practicable divests a sufficient number of shares so that such person or group would no longer be an Acquiring
Person. An Acquiring Person does not include (i) the Company or any subsidiary of the Company, (ii) any officer or member of the
Board of Directors acting in their fiduciary capacity or (iii) any employee benefit plan of the Company or of any subsidiary of
the Company or any entity or trustee holding (or acting in a fiduciary capacity in respect of) shares of capital stock of the Company
for or pursuant to the terms of any such plan, or for the purpose of funding other employee benefits for employees of the Company
or any subsidiary of the Company.


 


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


 


The Rights are not exercisable
until the Distribution Date. The Rights will expire on September 19, 2021, subject to the Company’s right to extend such
date (the “Final Expiration Date”), unless earlier redeemed or exchanged by the Company or terminated.


 


Each share of
Series A Preferred purchasable upon exercise of the Rights will be entitled, when, as and if declared, to a minimum
preferential quarterly dividend payment of $1.00 per share or, if greater, an aggregate dividend of 1,000 times the dividend,
if any, declared per share of Common Stock. In the event of liquidation, dissolution or winding up of the Company, the
holders of the Series A Preferred will be entitled to a minimum preferential liquidation payment of $1,000 per share (plus
any accrued but unpaid dividends), provided that such holders of the Series A Preferred will be entitled to an aggregate
payment of 1,000 times the payment made per share of Common Stock. Each share of Series A Preferred will have 1,000 votes and
will vote together with the Common Stock. Finally, in the event of any merger, consolidation or other transaction in which
shares of Common Stock are exchanged, each share of Series A Preferred will be entitled to receive 1,000 times the amount
received per share of Common Stock. Series A Preferred will not be redeemable. These rights are protected by customary
antidilution provisions. Because of the nature of the Series A Preferred’s dividend, liquidation and voting rights, the
value of one one-thousandth of a share of Series A Preferred purchasable upon exercise of each Right should approximate the
value of one share of Common Stock.


 






    C-2


     


    

 


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


 


The provisions of the
Agreement do not apply with respect to any Qualifying Offer (as defined below) if the holders of a majority of the outstanding
shares of Common Stock (other than shares held by the person making the Qualifying Offer or such person’s affiliates or associates)
vote in favor of a resolution exempting the Qualifying Offer from the provisions of the Agreement.


 


A “Qualifying
Offer” is defined as an offer determined by the Board of Directors in good faith to be:


 


		·	a fully financed all-cash tender offer or an exchange offer that has commenced under Securities
and Exchange Commission rules and is for shares of common stock of the offeror or a combination of cash and such shares of common
stock, in each case for all of the outstanding shares of Common Stock at the same per-share consideration;



 


		·	an offer that is conditioned only on customary terms and conditions and on the tender of a minimum
of at least a majority of (a) the shares of Common Stock outstanding on a fully-diluted basis and (b) the outstanding shares of
Common Stock not held by the offeror (or its affiliates or associates) (which minimum tender condition shall not be waivable);
and



 


		·	an offer pursuant to which the Company has received an irrevocable, legally binding written commitment
by the offeror as to the offer period, the consummation of a second-step transaction as promptly as practicable upon successful
completion of the offer and that no amendments will be made to change the terms of the offer in a way that is adverse to a tendering
stockholder.



 









    C-3


     


    

 


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


 


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


 


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


 


The Rights may be redeemed
in whole, but not in part, at a price of $0.0001 per Right (the “Redemption Price”) by the Board of Directors
at any time prior to the time that an Acquiring Person has become such. The redemption of the Rights may be made effective at such
time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any
redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to
receive the Redemption Price.


 


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


 


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


 









    C-4


     


    

 


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


 








    C-5