EXHIBIT
10.2


FORM
OF SHAREHOLDERS RIGHTS AGREEMENT


This
Shareholders Rights Agreement (this “Agreement”) is made and entered into as of March __, 2014 by and between
Stalwart Tankers Inc., a Republic of the Marshall Islands corporation (the “Company”), and Computershare Trust
Company, N.A., a federally chartered trust company, as Rights Agent (the “Rights Agent”).


WHEREAS,
the Board (as hereinafter defined) has (a) authorized and declared a grant of one right (the “Right”) for each
of the Company’s common shares, par value U.S. $0.01 per share (“Common Shares”), held of record as of
the Close of Business (as hereinafter defined) on the date specified by the Board as the Record Date (the “Record Date”)
and (b) further authorized the issuance of one Right in respect of each Common Share that shall become outstanding (i) at any
time between the Record Date and the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date (as such
terms are hereinafter defined) or (ii) upon the exercise or conversion, prior to the earlier of the Redemption Date or the Final
Expiration Date, of any option or other security exercisable for or convertible into Common Shares, which option or other such
security is outstanding on the Distribution Date; and


WHEREAS,
each Right represents the right of the holder thereof to purchase one one-thousandth of a Series A Participating Preferred Share
(as such number may hereafter be adjusted pursuant to the provisions hereof), upon the terms and subject to the conditions set
forth herein, having the rights, preferences and privileges set forth in the Statement of Designation of Rights, Preferences and
Privileges of Series A Participating Preferred Shares of Stalwart Tankers Inc., attached hereto as Exhibit A.


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


Section
1. Certain
Definitions.


“Acquiring
Person” shall mean any Person who or which, together with all Affiliates and Associates of such Person, shall be the
Beneficial Owner of 15% or more of the Common Shares then outstanding, but shall not include (i) the Company, (ii) any Subsidiary
of the Company, (iii) any employee benefit plan of the Company or of any Subsidiary of the Company, or any entity holding Common
Shares for or pursuant to the terms of any such plan or (iv) any Exempted Person. Notwithstanding the foregoing, no Person shall
be deemed to be an Acquiring Person as the result of an acquisition of Common Shares by the Company which, by reducing the number
of shares outstanding, increases the proportionate number of shares beneficially owned by such Person to 15% or more of the Common
Shares then outstanding; provided, however, that a Person who (i) becomes the Beneficial Owner of 15% or more of
the Common Shares then outstanding by reason of share purchases by the Company and (ii) then after such share purchases by the
Company, becomes the Beneficial Owner of any additional Common Shares (other than pursuant to a dividend or distribution paid
or made by the Company on the outstanding Common Shares in Common Shares or pursuant to a split or subdivision of the outstanding
Common Shares) representing one percent or more of the Common Shares then outstanding, such Person shall be deemed to be an Acquiring
Person unless upon becoming the Beneficial Owner of such additional Common Shares such Person does not beneficially own 15% or
more of the Common Shares then outstanding. Notwithstanding the foregoing, if the Board determines in good faith that a Person
who would otherwise be an “Acquiring Person,” as defined herein, has become such inadvertently (including, without
limitation, because (A) such Person was unaware that it beneficially owned a percentage of the Common Shares that would otherwise
cause such Person to be an “Acquiring Person,” as defined herein, or (B) such Person was aware of the extent of the
Common Shares it beneficially owned but had no actual knowledge of the consequences of such beneficial ownership under this Agreement)
and without any intention of changing or influencing control of the Company, and if such Person divested or divests as promptly
as practicable a sufficient number of Common Shares so that such Person would no longer be an “Acquiring Person,”
as defined herein, then such Person shall not be deemed to be or to have become an “Acquiring Person” for any purposes
of this Agreement.


    	 



    	 



    


“Adjustment
Fraction” shall have the meaning set forth in Section 11(a)(i) hereof.


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


A
Person shall be deemed the “Beneficial Owner” of and shall be deemed to “Beneficially Own”
any securities:


(i)which
such Person or any of such Person’s Affiliates or Associates beneficially owns, directly or indirectly, for purposes of
Section 13(d) of the Exchange Act and Rule 13d-3 thereunder (or any comparable or successor law or regulation);


(ii)which
such Person or any of such Person’s Affiliates or Associates has (A) the right to acquire (whether such right is exercisable
immediately or only after the passage of time) pursuant to any agreement, arrangement or understanding (other than customary agreements
with and between underwriters and selling group members with respect to a bona fide public offering of securities), or upon the
exercise of conversion rights, exchange rights, rights (other than the Rights), warrants or options, or otherwise; provided,
however, that a Person shall not be deemed pursuant to this subsection (ii)(A) to be the beneficial owner of, or to beneficially
own, (1) securities tendered pursuant to a tender or exchange offer made by or on behalf of such Person or any of such Person’s
Affiliates or Associates until such tendered securities are accepted for purchase or exchange, or (2) securities which a Person
or any of such Person’s Affiliates or Associates may be deemed to have the right to acquire pursuant to any merger or other
acquisition agreement between the Company and such Person (or one or more of its Affiliates or Associates) if such agreement has
been approved by the Board prior to there being an Acquiring Person; or (B) the right to vote pursuant to any agreement, arrangement
or understanding; provided, however, that a Person shall not be deemed the beneficial owner of, or to beneficially
own, any security under this subsection (ii)(B) if the agreement, arrangement or understanding to vote such security (1) 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, the applicable rules and regulations of the Exchange Act and (2) is not also then reportable on Schedule
13D under the Exchange Act (or any comparable or successor report); or


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(iii)
which are beneficially owned, directly or indirectly, by any other Person (or any Affiliate or Associate thereof) with which such
Person or any of such Person’s Affiliates or Associates has any agreement, arrangement or understanding, whether or not
in writing (other than customary agreements with and between underwriters and selling group members with respect to a bona fide
public offering of securities) for the purpose of acquiring, holding, voting (except to the extent contemplated by the proviso
to subsection (ii)(B) above) or disposing of any securities of the Company; provided, however, that in no case shall
an officer or director of the Company be deemed (x) the beneficial owner of any securities beneficially owned by another officer
or director of the Company solely by reason of actions undertaken by such persons in their capacity as officers or directors of
the Company or (y) the beneficial owner of securities held of record by the trustee of any employee benefit plan of the Company
or any Subsidiary of the Company for the benefit of any employee of the Company or any Subsidiary of the Company, other than the
officer or director, by reason of any influence that such officer or director may have over the voting of the securities held
in the plan.


“Board”
means the Board of Directors of the Company from time to time.


“Book-Entry
Shares” shall have the meaning set forth in Section 3(a).


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


“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.


“Common
Shares” shall have the meaning set forth in the preamble.


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


“Common
Stock” shall mean (i) when used with reference to the Company, Common Shares and (ii) Common Shares when used with reference
to any Person other than the Company, the capital stock (or equity interest) with the greatest voting power of such other Person
or, if such other Person is a Subsidiary of another Person, the Person or Persons which ultimately control such first-mentioned
Person.


“Company”
shall have the meaning set forth in the preamble, subject to the terms of Section 13(a)(iii)(c) hereof.



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“Current
Per Share Market Price” of any security (a “Security” for purposes of this definition), for all computations
other than those made pursuant to Section 11(a)(iii) hereof, shall mean the average of the daily closing prices per share of such
Security for the 30 consecutive Trading Days immediately prior to such date, and for purposes of computations made pursuant to
Section 11(a)(iii) hereof, the Current Per Share Market Price of any Security on any date shall be deemed to be the average of
the daily closing prices per share of such Security for the 10 consecutive Trading Days immediately prior to such date; provided,
however, that in the event that the Current Per Share Market Price of the Security is determined during a 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 the applicable 30 Trading Day period or 10 Trading Day period, 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 by the Board to reflect the current market price per share equivalent of
such Security. The closing price for each day shall be the last sale price, regular way, or, in case no such sale takes place
on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated
transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the
Security is not listed or admitted to trading on the New York Stock Exchange, 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
sale price or, if such last sale price is not reported, the average of the high bid and low asked prices in the over-the-counter
market, as reported by Nasdaq 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 market-maker is making a market in the Security, the fair value of such
shares on such date as determined in good faith by the Board shall be used. If the Preferred Shares are not publicly traded, the
Current Per Share Market Price of the Preferred Shares shall be conclusively deemed to be the Current Per Share Market Price of
the Common Shares as determined pursuant to this definition, as appropriately adjusted to reflect any stock split, stock dividend
or similar transaction occurring after the date hereof, multiplied by 1,000. If the Security is not publicly held or so listed
or traded, Current Per Share Market Price shall mean the fair value per share as determined in good faith by the Board, whose
determination shall be described in a statement filed with the Rights Agent and shall be conclusive for all purposes.


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


“Distribution
Date” shall mean the earlier of (i) a Triggering Event or (ii) the Close of Business on the tenth Business Day (or such
later date as may be determined by action of the Board) after the date that a tender or exchange offer by any Person (other than
the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any
Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan or an Exempted
Person) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the
Exchange Act, if, assuming the successful consummation thereof, such Person would be an Acquiring Person.


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“Equivalent
Shares” shall mean Preferred Shares and any other class or series of capital stock of the Company which is entitled
to the same rights, privileges and preferences as the Preferred Shares.


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


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


“Exempted
Person” shall mean each member of the Founders’ Group and any Underwriter.


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


“Expiration
Date” shall mean the earliest to occur of: (i) the Close of Business on the Final Expiration Date, (ii) the Redemption
Date, or (iii) the time at which the Board orders the exchange of the Rights as provided in Section 24 hereof.


“Final
Expiration Date” shall mean December 31, 2023.


“Founders’
Group” means:


(a)Dimitrios
J. Souravlas or Ekaterini Lanara;


(b)
any spouse or lineal descendant of any of the individuals set out in paragraph (a) above;


(c)any
trust or entity established for the benefit of any such individual or combination of such individuals as set out in paragraphs
(a) and (b) above;


(d)any
Affiliate or Associate of any such individual or combination of such individuals as set out in paragraphs (a) and (b) above; and


(e)any
other entity wholly-owned or controlled by any such individual, trust, entity, Affiliate or Associate or combination thereof as
set out in paragraphs (a) to (c) above.


“Nasdaq”
shall mean The Nasdaq Stock Market.


“Person”
shall mean any individual, firm, corporation or other entity, and shall include any successor (by merger or otherwise) of such
entity.


“Post-event
Transferee” shall have the meaning set forth in Section 7(e) hereof.


“Preferred
Shares” shall mean Series A Participating Preferred Shares, U.S. $0.01 par value, of the Company.


“Pre-event
Transferee” shall have the meaning set forth in Section 7(e) hereof.



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


“Record
Date” shall have the meaning set forth in the recitals at the beginning of this Agreement.


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


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


“Rights
Agent” shall mean Computershare Trust Company, N.A., or its successor or replacement as provided in Sections 19 and
21 hereof.


“Rights
Certificate” shall mean a certificate substantially in the form attached hereto as Exhibit B. 


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


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


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


“Shares
Acquisition Date” shall mean the first date of public announcement (which, for purposes of this definition, shall include,
without limitation, a report filed pursuant to Section 13(d) under the Exchange Act) by the Company or an Acquiring Person that
an Acquiring Person has become such; provided that, if such Person is determined not to have become an Acquiring Person
as defined herein, then no Shares Acquisition Date shall be deemed to have occurred.


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


“Subsidiary”
of any Person shall mean any corporation or other entity of which an amount of voting securities sufficient to elect a majority
of the directors or Persons having similar authority of such corporation or other entity is beneficially owned, directly or indirectly,
by such Person, or any corporation or other entity otherwise controlled by such Person.


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


“Summary
of Rights” shall mean a summary of this Agreement substantially in the form attached hereto as Exhibit C. 


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


“Trading
Day” shall mean a day on which the principal national securities exchange on which a referenced security is listed or
admitted to trading is open for the transaction of business or, if a referenced security is not listed or admitted to trading
on any national securities exchange, a Business Day.


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


“Underwriter”
shall mean any financial institution while acting as an underwriter in a public offering of Common Shares.


Section
2. Appointment
of Rights Agent. The Company hereby appoints the Rights Agent to act as agent for the Company 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, upon ten (10) days’ prior written notice to the Rights Agent. The Rights Agent
shall have no duty to supervise, and shall in no event be liable for, the acts or omissions of any such co-Rights Agent.


Section
3. Issuance
of Rights Certificates.


(a) Until the Distribution Date, (i) the Rights will be evidenced (subject
to the provisions of Sections 3(b) and 3(c) hereof) by the certificates for Common Shares registered in the names of the holders
thereof or, in the case of uncertificated Common Shares registered in book-entry form (“Book-Entry Shares”),
by notation in book-entry accounts reflecting the ownership of such Common Shares (which certificates and Book-Entry Shares, as
applicable, shall also be deemed to be Rights Certificates) and not by separate Rights Certificates and (ii) the right to receive
Rights Certificates will be transferable only in connection with the transfer of Common Shares. Until the earlier of the Distribution
Date or the Expiration Date, the surrender for transfer of certificates for Common Shares or Book-Entry Shares shall also constitute
the surrender for transfer of the Rights associated with the Common Shares represented thereby. As soon as practicable after the
Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause
to be sent (and the Rights Agent will, if requested, send) by first-class, postage-prepaid mail, to each record holder of Common
Shares as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company,
a Rights Certificate evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In
the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11 hereof, then
at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments
(in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed
and cash is paid in lieu of any fractional Rights. As of the Distribution Date, the Rights will be evidenced solely by such Rights
Certificates and may be transferred by the transfer of the Rights Certificates as permitted hereby, separately and apart from
any transfer of Common Shares, and the holders of such Rights Certificates as listed in the records of the Company or any transfer
agent or registrar for the Rights shall be the record holders thereof.


(b) On the Record Date or as soon as practicable thereafter, the Company
will send a copy of the Summary of Rights by first-class, postage-prepaid mail, to each record holder of Common Shares as of the
Close of Business on the Record Date that requests a Summary of the Rights, at the address of such holder shown on the records
of the Company’s transfer agent and registrar. With respect to certificates for Common Shares or Book-Entry Shares outstanding
as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates or Book-Entry Shares registered
in the names of the holders thereof together with the Summary of Rights. Until the Distribution Date (or, if earlier, the Expiration
Date), the surrender for transfer of any certificate for Common Shares or Book-Entry Shares outstanding on the Record Date, with
or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the Common Shares
represented thereby.


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(c) Unless the Board by resolution adopted at or before the time of
the issuance of any Common Shares specifies to the contrary, Rights shall be issued in respect of all Common Shares that are issued
after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided
in Section 22 hereof, after the Distribution Date. Certificates representing such Common Shares shall also be deemed to be certificates
for Rights, and shall bear the following legend:


THIS
CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN A SHAREHOLDERS RIGHTS AGREEMENT BETWEEN
STALWART TANKERS INC. AND Computershare Trust Company, N.A., AS THE RIGHTS AGENT,
DATED AS OF ●, 2014, (THE “RIGHTS AGREEMENT”), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE
AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF STALWART TANKERS INC. UNDER CERTAIN CIRCUMSTANCES, AS SET
FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS
CERTIFICATE. STALWART TANKERS INC. WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT WITHOUT CHARGE AFTER
RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD
BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN
THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND
VOID.


With
respect to any Book-Entry Shares, a legend in substantially similar form will be included in a notice to the record holder of
such shares in accordance with applicable law. With respect to such certificates or Book-Entry Shares containing the foregoing
legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Shares
represented by such certificates or Book-Entry Shares shall be evidenced by such certificates or Book-Entry Shares alone, and
the surrender for transfer of any such certificate or Book-Entry Shares shall also constitute the transfer of the Rights associated
with the Common Shares represented thereby.


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



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Section
4. Form
of Rights Certificates.


(a) The Rights Certificates (and the forms of election to purchase Series
A Preferred Shares and of assignment to be printed on the reverse thereof) shall be substantially in the form of 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 a national market system, on which the Rights may from time to time be listed or included, or to conform to usage.
Subject to the provisions of Section 11 hereof and Section 22 hereof, the Rights Certificates, whenever distributed, shall be
dated as of the Record Date (or in the case of Rights issued with respect to Common Shares issued by the Company after the Record
Date, as of the date of issuance of such Common Shares) and on their face shall entitle the holders thereof to purchase such number
of one-thousandths of a Preferred Share as shall be set forth therein at the price set forth therein (such exercise price per
one one-thousandth of a Preferred Share being hereinafter referred to as the “Exercise Price” and the aggregate Exercise
Price of all Preferred Shares issuable upon exercise of one Right being hereinafter referred to as the “Total Exercise
Price”), but the number and type of securities purchasable upon the exercise of each Right and the Exercise Price shall
be subject to adjustment as provided herein.


(b) Any Rights Certificate issued pursuant to Section 3(a) hereof or
Section 22 hereof that represents Rights beneficially owned by: (i) an Acquiring Person or any Associate or Affiliate of an Acquiring
Person, (ii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee after the Acquiring
Person becomes such or (iii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) 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 such 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 Section 7(e) hereof, and any Rights Certificate issued pursuant to Section 6 hereof or Section 11 hereof upon transfer,
exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain (to the extent
feasible) a legend in substantially the following form:


THE
RIGHTS REPRESENTED BY THIS RIGHTS CERTIFICATE ARE OR WERE BENEFICIALLY OWNED BY A PERSON WHO WAS OR BECAME AN ACQUIRING PERSON
OR AN AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT). ACCORDINGLY, THIS RIGHTS
CERTIFICATE AND THE RIGHTS REPRESENTED HEREBY MAY BECOME NULL AND VOID IN THE CIRCUMSTANCES SPECIFIED IN SECTION 7(e) OF
THE RIGHTS AGREEMENT.



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Section
5. Countersignature
and Registration.


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


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


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


(a) Subject to the provisions of Sections 7(e), 14 and 24 hereof, at
any time after the Close of Business on the Distribution Date, and at or prior to the Close of Business on the Expiration Date,
any Rights Certificate or Rights Certificates may be transferred, split up, combined or exchanged for another Rights Certificate
or Rights Certificates, entitling the registered holder to purchase a like number of one-thousandths of a Preferred Share (or,
following a Triggering Event, other securities, cash or other assets, as the case may be) as the Rights Certificate or Rights
Certificates surrendered then entitled such holder to purchase. Any registered holder desiring to transfer, split up, combine
or exchange any Rights Certificate or Rights Certificates shall make such request in writing delivered to the Rights Agent, and
shall surrender the Rights Certificate or Rights Certificates to be transferred, split up, 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 Rights Certificate until the registered holder shall have completed
and signed the certificate contained in the form of assignment on the reverse side of such Rights Certificate and shall have provided
such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof
as the Company shall reasonably request. Thereupon the Rights Agent shall, subject to Sections 7(e), 14 and 24 hereof, countersign
and deliver to the person entitled thereto a Rights Certificate or Rights Certificates, as the case may be, as so requested. The
Company may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with
any transfer, split up, combination or exchange of Rights Certificates.


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(b) Upon receipt by the Company and the Rights Agent of evidence reasonably
satisfactory to them of the loss, theft, destruction or mutilation of a Rights 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
Rights Certificate if mutilated, the Company will make and deliver a new Rights Certificate of like tenor to the Rights Agent
for delivery to the registered holder in lieu of the Rights Certificate so lost, stolen, destroyed or mutilated.


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


(a) Subject to Sections 7(e), 23(b) and 24(b) hereof, the registered
holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in
part at any time after the Distribution Date and prior to the Close of Business on the Expiration Date by surrender of the Rights
Certificate, with the form of election to purchase on the reverse side thereof duly executed, to the Rights Agent at the office
of the Rights Agent designated for such purpose, together with payment of the Exercise Price for each one-thousandth of a Preferred
Share (or, following a Triggering Event, other securities, cash or other assets as the case may be) as to which the Rights are
exercised.


(b) The Exercise Price for each one-thousandth of a Preferred Share
issuable pursuant to the exercise of a Right shall initially be sixty-five U.S. Dollars (U.S. $65.00),
shall be subject to adjustment from time to time as provided in Sections 11 and 13 hereof and shall be payable in lawful money
of the United States of America in accordance with Section 7(c) hereof.


(c) Upon receipt of a Rights Certificate representing exercisable Rights,
with the form of election to purchase duly executed, accompanied by payment of the Exercise Price for the number of one-thousandths
of a Preferred Share (or, following a Triggering Event, other securities, cash or other assets as the case may be) to be purchased
and an amount equal to any applicable transfer tax required to be paid by the holder of such Rights Certificate in accordance
with Section 9(e) hereof, the Rights Agent shall, subject to Section 20(k) hereof, thereupon promptly (i) (A) requisition from
any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent for the Preferred Shares)
a certificate or certificates for the number of one-thousandths of a Preferred Share (or, following a Triggering Event, other
securities, cash or other assets as the case may be) to be purchased (or, in the case of uncertificated shares or other securities,
requisition from the transfer agent a notice setting forth such number of shares or other securities to be purchased for which
registration will be made on the transfer books of the Company) 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 one-thousandths of a
Preferred Share (or, following a Triggering Event, other securities, cash or other assets as the case may be) issuable upon exercise
of the Rights hereunder with a depositary agent, requisition from the depositary agent depositary receipts representing such number
of one-thousandths of a Preferred Share (or, following a Triggering Event, other securities, cash or other assets as the case
may be) as are to be purchased (in which case certificates for the Preferred Shares (or, following a Triggering Event, other securities,
cash or other assets as the case may be) represented by such receipts (or in the case of uncertificated shares or other securities,
notice setting forth such number of shares or other securities to be purchased for which registration will be made on the transfer
books of the Company) shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the depositary
agent to comply with such request, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of
issuance of fractional shares in accordance with Section 14 hereof, (iii) after receipt of such certificates, notices or depositary
receipts, cause the same to be delivered to or upon the order of the registered holder of such Rights Certificate, registered
in such name or names as may be designated by such holder and (iv) when appropriate, after receipt thereof, deliver such cash
to or upon the order of the registered holder of such Rights Certificate. The payment of the Exercise Price (as such amount may
be reduced (including to zero) pursuant to Section 11(a)(iii) hereof) and an amount equal to any applicable transfer tax required
to be paid by the holder of such Rights Certificate in accordance with Section 9(e) hereof, may be made in cash or by certified
bank check, cashier’s check or bank draft payable to the order of the Company. In the event that the Company is obligated
to issue securities of the Company other than Preferred Shares, pay cash and/or distribute other property pursuant to Section
11(a) hereof, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available
for distribution by the Rights Agent, if and when appropriate.



    	11



    	 



    


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


(e) Notwithstanding anything in this Agreement to the contrary, from
and after the first occurrence of a Triggering Event, any Rights beneficially owned by (i) an Acquiring Person or an Associate
or Affiliate of an Acquiring Person, (ii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) who becomes
a transferee after the Acquiring Person becomes such (a “Post-Event Transferee”), (iii) a transferee of an
Acquiring Person (or of any such Associate or Affiliate) 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 the avoidance of this Section 7(e) (a “Pre-Event
Transferee”) or (iv) any subsequent transferee receiving transferred Rights from a Post-Event Transferee or a Pre-Event
Transferee, either directly or through one or more intermediate transferees, shall become null and void without any further action
and no holder of such Rights shall have any rights whatsoever with respect to such Rights, whether under any provision of this
Agreement or otherwise. The Company shall use all reasonable efforts to ensure that the provisions of this Section 7(e) and Section
4(b) hereof are complied with, but shall have no liability to any holder of Rights Certificates or to any other Person as a result
of its failure to make any determinations with respect to an Acquiring Person or any of such Acquiring Person’s Affiliates,
Associates or transferees hereunder.



    	12



    	 



    


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


Section
8. Cancellation
and Destruction of Rights Certificates. All Rights Certificates surrendered for the purpose of exercise, transfer, split up,
combination or exchange shall, if surrendered to the Company or 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 Rights Certificates shall be issued
in lieu thereof except as expressly permitted by any of the provisions of this Agreement. The Company shall deliver to the Rights
Agent for cancellation and retirement, and the Rights Agent shall so cancel and retire, any Rights Certificate purchased or acquired
by the Company otherwise than upon the exercise thereof. The Rights Agent shall deliver all canceled Rights Certificates to the
Company, or shall, at the written request of the Company, destroy such canceled Rights Certificates, and in such case shall deliver
a certificate of destruction thereof to the Company.


Section
9. Reservation
and Availability of Preferred Shares.


(a) The Company covenants and agrees that it will use its best efforts
to cause to be reserved and kept available out of its authorized and unissued Preferred Shares not reserved for another purpose
(and, following the occurrence of a Triggering Event, out of its authorized and unissued Common Shares and/or other securities),
the number of Preferred Shares (and, following the occurrence of the Triggering Event, Common Stock and/or other securities) that
will be sufficient to permit the exercise in full of all outstanding Rights.


(b) If the Company shall hereafter list any of its Preferred Shares
on a national securities exchange, then so long as the Preferred Shares (and, following the occurrence of a Triggering Event,
Common Shares and/or other securities) issuable and deliverable upon exercise of the Rights may be listed on such exchange, the
Company shall use its best efforts to cause, from and after such time as the Rights become exercisable (but only to the extent
that it is reasonably likely that the Rights will be exercised), all shares reserved for such issuance to be listed on such exchange
upon official notice of issuance upon such exercise.



    	13



    	 



    


(c) The Company shall use its best efforts to (i) file, as soon as practicable
following the earliest date after the first occurrence of a Triggering Event in which the consideration to be delivered by the
Company upon exercise of the Rights is described in Section 11(a)(ii) hereof or Section 11(a)(iii) hereof, or as soon as is required
by law following the Distribution Date, as the case may be, a registration statement under the Securities Act with respect to
the securities purchasable upon exercise of the Rights on an appropriate form, (ii) cause such registration statement to become
effective as soon as practicable after such filing and (iii) cause such registration statement to remain effective (with a prospectus
at all times meeting the requirements of the Securities Act) until the earlier of (A) the date as of which the Rights are no longer
exercisable for such securities and (B) the date of expiration of the Rights. The Company may temporarily suspend, for a period
not to exceed 90 days after the date set forth in clause (i) of the first sentence of this Section 9(c), the exercisability of
the Rights in order to prepare and file such registration statement and permit it to become effective. Upon any such suspension,
the Company shall issue a public announcement and notify the Rights Agent that the exercisability of the Rights has been temporarily
suspended, as well as a public announcement and notification to the Rights Agent at such time as the suspension is no longer in
effect. The Company will also take such action as may be appropriate under, or to ensure compliance with, the securities or “blue
sky” laws of the various states in connection with the exercisability of the Rights. Notwithstanding any provision of this
Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction, unless the requisite qualification in such
jurisdiction shall have been obtained, or an exemption therefrom shall be available, and until a registration statement has been
declared effective.


(d) The Company covenants and agrees that it will take all such action
as may be necessary to ensure that all Preferred Shares (or other securities of the Company) delivered upon exercise of Rights
shall, at the time of delivery of the certificates for such securities (or registration on the transfer books of the Company or
the transfer agent for such securities)(subject to payment of the Exercise Price), be duly and validly authorized and issued and
fully paid and nonassessable shares.


(e) The Company further covenants and agrees that it will pay when due
and payable any and all federal and state transfer taxes and charges which may be payable in respect of the original issuance
or delivery of the Rights Certificates or of any Preferred Shares (or other securities of the Company) upon the exercise of Rights.
The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery
of Rights Certificates to a person other than, or the issuance or delivery of certificates (or registration on the transfer books
of the Company or the transfer agent for such securities) or depositary receipts for the Preferred Shares (or other securities
of the Company) in a name other than that of, the registered holder of the Rights Certificate evidencing Rights surrendered for
exercise or to issue or to deliver any certificates (or register on the transfer books of the Company or the transfer agent for
such securities) or depositary receipts for Preferred Shares (or other securities of the Company) upon the exercise of any Rights
until any such tax shall have been paid (any such tax being payable by the holder of such Rights Certificate at the time of surrender)
or until it has been established to the Company’s satisfaction that no such tax is due.


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



    	14



    	 



    


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


(a) (i) Notwithstanding anything in this Agreement to the contrary,
in the event the Company shall at any time after the date of this Agreement (A) declare a dividend on the Preferred Shares payable
in Preferred Shares, (B) subdivide the outstanding Preferred Shares, (C) combine the outstanding Preferred Shares (by reverse
stock split or otherwise) into a smaller number of Preferred Shares, or (D) issue any shares of its capital stock in a reclassification
of the Preferred Shares (including any such reclassification in connection with a consolidation or merger in which the Company
is the continuing or surviving corporation), then, in each such event, except as otherwise provided in this Section 11 and Section
7(e) hereof: (1) the Exercise Price in effect at the time of the record date for such dividend or of the effective date of such
subdivision, combination or reclassification shall be adjusted so that the Exercise Price thereafter shall equal the result obtained
by dividing the Exercise Price in effect immediately prior to such time by a fraction (the “Adjustment Fraction”),
the numerator of which shall be the total number of Preferred Shares (or shares of capital stock issued in such reclassification
of the Preferred Shares) outstanding immediately following such time and the denominator of which shall be the total number of
Preferred Shares outstanding immediately prior to such time; 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 such Right; and (2) the number of one-thousandths of a Preferred Share (or share of such other capital stock)
issuable upon the exercise of each Right shall equal the number of one-thousandths of a Preferred Share (or share of such other
capital stock) as was issuable upon exercise of a Right immediately prior to the occurrence of the event described in clauses
(A)-(D) of this Section 11(a)(i), multiplied by the Adjustment Fraction; provided, however, that, no such adjustment
shall be made pursuant to this Section 11(a)(i) to the extent that there shall have simultaneously occurred an event described
in clause (A), (B), (C) or (D) of Section 11(n) hereof with a proportionate adjustment being made thereunder. Each share of Common
Stock that shall become outstanding after an adjustment has been made pursuant to this Section 11(a)(i) shall have associated
with it the number of Rights, exercisable at the Exercise Price and for the number of one-thousandths of a Preferred Share (or
shares of such other capital stock) as one share of Common Stock has associated with it immediately following the adjustment made
pursuant to this Section 11(a)(i).



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(ii) Subject to Section 24 of this Agreement, in the event a Triggering
Event shall have occurred, then promptly following such Triggering Event each holder of a Right, except as provided in Section
7(e) hereof, shall thereafter have the right to receive for each Right, upon exercise thereof in accordance with the terms of
this Agreement and payment of the Exercise Price in effect immediately prior to the occurrence of the Triggering Event, in lieu
of a number of one-thousandths of a Preferred Share, such number of Common Shares as shall equal the result obtained by multiplying
the Exercise Price in effect immediately prior to the occurrence of the Triggering Event by the number of one-thousandths of a
Preferred Share for which a Right was exercisable (or would have been exercisable if the Distribution Date had occurred) immediately
prior to the first occurrence of a Triggering Event, and dividing that product by 50% of the Current Per Share Market Price for
Common Shares on the date of occurrence of the Triggering Event; provided, however, that the Exercise Price and
the number of Common Shares so receivable upon exercise of a Right shall be subject to further adjustment as appropriate in accordance
with Section 11(e) hereof to reflect any events occurring in respect of the Common Shares after the occurrence of the Triggering
Event.


(iii) In lieu of issuing Common Shares in accordance with Section 11(a)(ii)
hereof, the Company may, if the Board determines that such action is necessary or appropriate and not contrary to the interest
of holders of Rights and, in the event that the number of Common Shares which are authorized by the Company’s Articles of
Incorporation but not outstanding or reserved for issuance for purposes other than upon exercise of the Rights are not sufficient
to permit the exercise in full of the Rights, or if any necessary regulatory approval for such issuance has not been obtained
by the Company, the Company shall: (A) determine the excess of (1) the value of the Common Shares issuable upon the exercise of
a Right (the “Current Value”) over (2) the Exercise Price (such excess, the “Spread”) and
(B) with respect to each Right, make adequate provision to substitute for such Common Shares, upon exercise of the Rights, (1)
cash, (2) a reduction in the Exercise Price, (3) other equity securities of the Company (including, without limitation, shares
or units of shares of any series of preferred stock which the Board has deemed to have the same value as Common Stock (such shares
or units of shares of preferred stock are herein called “Common Stock Equivalents”)), except to the extent
that the Company has not obtained any necessary shareholder or regulatory approval for such issuance, (4) debt securities of the
Company, except to the extent that the Company has not obtained any necessary shareholder or regulatory approval for such issuance,
(5) other assets or (6) 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 by the
Board; provided, however, if the Company shall not have made adequate provision to deliver value pursuant to clause
(B) above within 30 days following the later of (x) the first occurrence of a Triggering Event and (y) the date on which the Company’s
right of redemption pursuant to Section 23(a) hereof expires (the later of (x) and (y) being referred to herein as the “Section
11(a)(ii) Trigger Date”), then the Company shall be obligated to deliver, upon the surrender for exercise of a Right
and without requiring payment of the Exercise Price, Common Stock (to the extent available), except to the extent that the Company
has not obtained any necessary shareholder or regulatory approval for such issuance, and then, if necessary, cash, which shares
and/or cash have an aggregate value equal to the Spread. If the Board shall determine in good faith that it is likely that sufficient
additional Common Stock could be authorized for issuance upon exercise in full of the Rights or that any necessary regulatory
approval for such issuance will be obtained, the 30 day period set forth above may be extended to the extent necessary, but not
more than 90 days after the Section 11(a)(ii) Trigger Date, in order that the Company may seek shareholder approval for the authorization
of such additional shares or take action to obtain such regulatory approval (such period, as it may be extended, the “Substitution
Period”). To the extent that the Company determines that some action need be taken pursuant to the first and/or
second sentences of this Section 11(a)(iii), the Company (x) shall provide, subject to Section 7(e) hereof, 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, to take any action to obtain any required regulatory approval
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(a)(iii), the value of the Common Stock shall be the Current Per Share Market Price of the Common Stock on the
Section 11(a)(ii) Trigger Date and the value of any Common Stock Equivalent shall be deemed to have the same value as the Common
Stock on such date.



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(b) In case the Company shall, at any time after the date of this Agreement,
fix a record date for the issuance of rights, options or warrants to all holders of Preferred Shares entitling such holders (for
a period expiring within 45 calendar days after such record date) to subscribe for or purchase Preferred Shares or Equivalent
Shares or securities convertible into Preferred Shares or Equivalent Shares at a price per share (or having a conversion price
per share, if a security convertible into Preferred Shares or Equivalent Shares) less than the then Current Per Share Market Price
of the Preferred Shares or Equivalent Shares on such record date, then, in each such case, the Exercise Price to be in effect
after such record date shall be determined by multiplying the Exercise Price in effect immediately prior to such record date by
a fraction, the numerator of which shall be the number of Preferred Shares and Equivalent Shares (if any) outstanding on such
record date, plus the number of Preferred Shares or Equivalent Shares, as the case may be, which the aggregate offering price
of the total number of Preferred Shares or Equivalent Shares, as the case may be, to be offered or issued (and/or the aggregate
initial conversion price of the convertible securities to be offered or issued) would purchase at such current market price, and
the denominator of which shall be the number of Preferred Shares and Equivalent Shares (if any) outstanding on such record date,
plus the number of additional Preferred Shares or Equivalent Shares, as the case may be, 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. Preferred Shares and Equivalent Shares owned by or held for the account of the Company shall
not be deemed outstanding for the purpose of any such computation. Such adjustment shall be made successively whenever such a
record date is fixed, and in the event that such rights, options or warrants are not so issued, the Exercise Price shall be adjusted
to be the Exercise Price which would then be in effect if such record date had not been fixed.



    	17



    	 



    


(c) In case the Company shall, at any time after the date of this Agreement,
fix a record date for the making of a distribution to all holders of the Preferred Shares or of any class or series of Equivalent
Shares (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 or assets (other than a regular quarterly cash dividend, if any, or a dividend
payable in Preferred Shares) or subscription rights, options or warrants (excluding those referred to in Section 11(b) hereof),
then, in each such case, the Exercise Price to be in effect after such record date shall be determined by multiplying the Exercise
Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the Current Per Share Market
Price of a Preferred Share or an Equivalent Share on such record date, less the fair market value per Preferred Share or Equivalent
Share (as determined in good faith by the Board, whose determination shall be described in a statement filed with the Rights Agent)
of the portion of the cash, assets or evidences of indebtedness so to be distributed or of such subscription rights or warrants
applicable to a Preferred Share or Equivalent Share, as the case may be, and the denominator of which shall be such Current Per
Share Market Price of a Preferred Share or Equivalent Share on such record date; provided, however, that in no event
shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital
stock of the Company issuable upon exercise of one Right. Such adjustments shall be made successively whenever such a record date
is fixed, and in the event that such distribution is not so made, the Exercise Price shall be adjusted to be the Exercise Price
which would have been in effect if such record date had not been fixed.


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


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



    	18



    	 



    


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


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


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


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



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(j) Before taking any action that would cause an adjustment reducing
the Exercise Price below the par or stated value, if any, of the number of one-thousandths of a Preferred Share 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 as fully paid and nonassessable shares such number of one-thousandths of
a Preferred Share at such adjusted Exercise Price.


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


(l) Notwithstanding anything in this Section 11 to the contrary, prior
to the Distribution Date, the Company shall be entitled to make such reductions in the Exercise Price, in addition to those adjustments
expressly required by this Section 11, as and to the extent that it in its sole discretion shall determine to be advisable in
order that any (i) consolidation or subdivision of the Preferred Shares or Common Stock, (ii) issuance wholly for cash of any
Preferred Shares or Common Stock at less than the current market price, (iii) issuance wholly for cash of Preferred Shares or
Common Stock or securities which by their terms are convertible into or exchangeable for Preferred or Common Stock, (iv) stock
dividends or (v) issuance of rights, options or warrants referred to in this Section 11, hereafter made by the Company to holders
of its Preferred Shares or Common Stock shall not be taxable to such shareholders.


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



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(n) In the event the Company shall at any time after the date of this
Agreement (A) declare a dividend on the Common Stock payable in Common Shares, (B) subdivide the outstanding Common Shares, (C)
combine the outstanding Common Stock (by reverse stock split or otherwise) into a smaller number of Common Shares, or (D) issue
any shares of its capital stock in a reclassification of the Common Shares (including any such reclassification in connection
with a consolidation or merger in which the Company is the continuing or surviving corporation), then, in each such event, except
as otherwise provided in Section 11(a) hereof and Section 7(e) hereof: (1) each share of Common Stock (or shares of capital stock
issued in such reclassification of the Common Stock) outstanding immediately following such time shall have associated with it
the number of Rights as were associated with one share of Common Stock immediately prior to the occurrence of the event described
in clauses (A)-(D) above; (2) the Exercise Price in effect at the time of the record date for such dividend or of the effective
date of such subdivision, combination or reclassification shall be adjusted so that the Exercise Price thereafter shall equal
the result obtained by multiplying the Exercise Price in effect immediately prior to such time by a fraction, the numerator of
which shall be the total number of Common Shares outstanding immediately prior to the event described in clauses (A)-(D) above,
and the denominator of which shall be the total number of Common Shares outstanding immediately after such event; 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 such Right; and (3) the number of one-thousandths
of a Preferred Share (or shares of such other capital stock) issuable upon the exercise of each Right outstanding after such event
shall equal the number of one-thousandths of a Preferred Share (or shares of such other capital stock) as were issuable with respect
to one Right immediately prior to such event. Each share of Common Stock that shall become outstanding after an adjustment has
been made pursuant to this Section 11(n) shall have associated with it the number of Rights, exercisable at the Exercise Price
and for the number of one-thousandths of a Preferred Share (or shares of such other capital stock) as one share of Common Stock
has associated with it immediately following the adjustment made pursuant to this Section 11(n). If an event occurs which would
require an adjustment under both this Section 11(n) and Section 11(a)(ii) hereof, the adjustment provided for in this Section
11(n) shall be in addition to, and shall be made prior to, any adjustment required pursuant to Section 11(a)(ii) hereof.


Section
12. Certificate
of Adjusted Exercise Price or Number of Shares. Whenever an adjustment is made as provided in Sections 11 and 13 hereof, the
Company shall promptly (a) prepare a certificate setting forth such adjustment and a brief statement of the facts accounting for
such adjustment, (b) file with the Rights Agent and with each transfer agent for the Preferred Shares a copy of such certificate
and (c) if a Distribution Date has occurred, mail a brief summary thereof to each holder of a Rights Certificate in accordance
with Section 26 hereof. Notwithstanding the foregoing sentence, the failure of the Company to make such certification or give
such notice shall not affect the validity of such adjustment 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 contained therein and shall not
be deemed to have knowledge of such adjustment unless and until it shall have received such certificate.


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


(a) In the event that, following a Triggering Event, directly or indirectly:


(i) the Company shall consolidate with, or merge with and into, any
other Person (other than a wholly owned Subsidiary of the Company in a transaction the principal purpose of which is to change
the state of incorporation of the Company and which complies with Section 11(m) hereof);



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(ii) 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 consolidation or merger and, in connection
with such merger, all or part of the Common Shares shall be changed into or exchanged for stock or other securities of any other
person (or the Company); or


(iii) the Company shall sell or otherwise transfer (or one or more of
its Subsidiaries shall sell or otherwise transfer), in one or more transactions, assets 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 of its wholly owned Subsidiaries in one or more transactions, each of which individually (and together)
complies with Section 11(m) hereof), then, concurrently with and in each such case:


		(A)	each
                                         holder of a Right (except as provided in Section 7(e) hereof) shall thereafter have the
                                         right to receive, upon the exercise thereof, at a price equal to the Total Exercise Price
                                         applicable immediately prior to the occurrence of the Section 13 Event in accordance
                                         with the terms of this Agreement, such number of validly authorized and issued, fully
                                         paid, nonassessable and freely tradeable shares of Common Stock of the Principal Party
                                         (as hereinafter defined), free of any liens, encumbrances, rights of first refusal or
                                         other adverse claims, as shall be equal to the result obtained by dividing such Total
                                         Exercise Price by 50% of the Current Per Share Market Price of the shares of Common Stock
                                         of such Principal Party on the date of consummation of such Section 13 Event; provided,
                                         however, that the Exercise Price and the number of shares of Common Stock of such
                                         Principal Party so receivable upon exercise of a Right shall be subject to further adjustment
                                         as appropriate in accordance with Section 11(e) hereof;



		(B)	such
                                         Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section
                                         13 Event, all the obligations and duties of the Company pursuant to this Agreement;



		(C)	the
                                         term “Company” shall thereafter be deemed to refer to such Principal Party,
                                         it being specifically intended that the provisions of Section 11 hereof shall apply only
                                         to such Principal Party following the first occurrence of a Section 13 Event;



		(D)	such
                                         Principal Party shall take such steps (including, but not limited to, the reservation
                                         of a sufficient number of its Common Stock) in connection with the consummation of any
                                         such transaction as may be necessary to ensure that the provisions hereof shall thereafter
                                         be applicable, as nearly as reasonably may be, in relation to its shares of Common Stock
                                         thereafter deliverable upon the exercise of the Rights; and




    	22



    	 



    


		(E)	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 Total Exercise Price as provided in this Section 13(a), such cash, shares, rights,
                                         warrants and other property which such holder would have been entitled to receive had
                                         such holder, at the time of such transaction, owned the shares of Common Stock of the
                                         Principal Party receivable upon the exercise of such Right pursuant to this Section 13(a),
                                         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.



		(F)	For
                                         purposes hereof, the “earning power” of the Company and its Subsidiaries
                                         shall be determined in good faith by the Board on the basis of the operating earnings
                                         of each business operated by the Company and its Subsidiaries during the three fiscal
                                         years preceding the date of such determination (or, in the case of any business not operated
                                         by the Company or any Subsidiary during three full fiscal years preceding such date,
                                         during the period such business was operated by the Company or any Subsidiary).



(b) For purposes of this Agreement, the term “Principal Party”
shall mean:


(i) in the case of any transaction described in Section 13(a)(i) hereof
or Section 13(a)(ii) hereof: (A) the Person that is the issuer of the securities into which the Common Shares are converted in
such merger or consolidation, or, if there is more than one such issuer, the issuer the shares of Common Stock of which have the
greatest aggregate market value of shares outstanding, or (B) 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 shares of
Common Stock of which have 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



    	23



    	 



    


(ii) in the case of any transaction described in Section 13(a) (iii)
hereof, 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 more than one Person that is a party to such transaction or transactions receives the same
portion of the assets or earning power so transferred and each such portion would, were it not for the other equal portions, constitute
the greatest 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 shares of Common Stock having the greatest aggregate
market value of shares outstanding; provided, however, that in any such case described in Section 13(b)(i) hereof
or Section 13(b)(ii) hereof, 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
Common Stock of which are and have been so registered, the term “Principal Party” shall refer to whichever of such
Persons is the issuer of shares 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.


(c) The Company shall not consummate any Section 13 Event unless the
Principal Party shall have a sufficient number of authorized shares of Common Stock that have not been issued or reserved for
issuance to permit the exercise in full of the Rights in accordance with this Section 13 and unless prior thereto the Company
and such issuer shall have executed and delivered to the Rights Agent a supplemental agreement confirming that such Principal
Party shall, upon consummation of such Section 13 Event, assume this Agreement in accordance with Sections 13(a) and 13(b) hereof,
that all rights of first refusal or preemptive rights in respect of the issuance of shares of Common Stock of such Principal Party
upon exercise of outstanding Rights have been waived, that there are no rights, warrants, instruments or securities outstanding
or any agreements or arrangements which, as a result of the consummation of such transaction, would eliminate or substantially
diminish the benefits intended to be afforded by the Rights and that such transaction shall not result in a default by such Principal
Party under this Agreement, and further providing that, as soon as practicable after the date of such Section 13 Event, such Principal
Party will:


(i) prepare and file a registration statement under the Securities Act
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 or “blue sky” securities laws;



    	24



    	 



    


(ii) use its best efforts to list (or continue the listing of) the Rights
and the securities purchasable upon exercise of the Rights on a national securities exchange or to meet the eligibility requirements
for quotation on the New York Stock Exchange and list (or continue the listing of) the Rights and the securities purchasable upon
exercise of the Rights on the New York Stock Exchange; and


(iii) deliver to holders of the Rights historical financial statements
for such Principal Party which comply in all respects with the requirements for registration on Form F-1 (or any successor form)
under the Securities Act.


In
the event that at any time after the occurrence of a Triggering Event some or all of the Rights shall not have been exercised
at the time of a transaction described in this Section 13, the Rights which have not theretofore been exercised shall thereafter
be exercisable in the manner described in Section 13(a) hereof (without taking into account any prior adjustment required by Section
11(a)(ii) hereof).


(d) In case the “Principal Party” for purposes of Section
13(b) hereof has a provision in any of its authorized securities or in its Articles 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 Section 13 hereof), in connection with, or as a consequence of, the consummation of a Section
13 Event, shares of Common Stock or Equivalent Shares of such Principal Party at less than the then Current Per Share Market Price
thereof or securities exercisable for, or convertible into, shares of Common Stock or Equivalent Shares of such Principal Party
at less than such then Current Per Share Market Price, or (ii) providing for any special payment, tax or similar provision in
connection with the issuance of the shares of Common Stock of such Principal Party pursuant to the provisions of Section 13 hereof,
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.


(e) The Company covenants and agrees that it shall not, at any time
after the Distribution Date, effect or permit to occur any Section 13 Event, if (i) at the time or immediately after such Section
13 Event 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 Section 13 Event, the shareholders of the Person who constitutes, or would constitute, the “Principal Party”
for purposes of Section 13(b) hereof shall have received a distribution of Rights previously owned by such Person or any of its
Affiliates or Associates or (iii) the form or nature of organization of the Principal Party would preclude or limit the exercisability
of the Rights.



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(f) The provisions of this Section 13 shall similarly apply to successive
mergers or consolidations or sales or other transfers.


Section
14. Fractional
Rights and Fractional Shares.


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


(b) The Company shall not be required to issue fractions of Preferred
Shares (other than fractions that are integral multiples of one one-thousandth of a Preferred Share) upon exercise of the Rights
or to distribute certificates (or effect any registrations on the transfer books of the Company) which evidence fractional Preferred
Shares (other than fractions that are integral multiples of one one-thousandth of a Preferred Share). Interests in fractions of
Preferred Shares in integral multiples of one one-thousandth of a Preferred Share may, at the election of the Company, be evidenced
by depositary receipts, pursuant to an appropriate agreement between the Company and a depositary agent selected by it; provided,
that such agreement shall provide that the holders of such depositary receipts shall have all the rights, privileges and preferences
to which they are entitled as beneficial owners of the Preferred Shares represented by such depositary receipts. In lieu of fractional
Preferred Shares that are not integral multiples of one one-thousandth of a Preferred Share, the Company shall pay to the registered
holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction
of the current market value of a Preferred Share. For purposes of this Section 14(b), the current market value of a Preferred
Share shall be one thousand times the closing price of a share of Common Stock (as determined pursuant to the terms hereof) for
the Trading Day immediately prior to the date of such exercise.


(c) The Company shall not be required to issue fractions of Common Shares
or to distribute certificates (or effect any registrations on the transfer books of the Company) which evidence fractional Common
Shares upon the exercise or exchange of Rights. In lieu of such fractional Common Shares, the Company shall pay to the registered
holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction
of the current market value of a share of Common Stock. For purposes of this Section 14(c), the current market value of a share
of Common Stock shall be the closing price of a share of Common Stock (as determined pursuant to the terms hereof) for the Trading
Day immediately prior to the date of such exercise.


(d) The holder of a Right by the acceptance of the Right expressly waives
his or her right to receive any fractional Rights or any fractional shares (other than fractions that are integral multiples of
one one-thousandth of a Preferred Share) upon exercise of a Right.



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


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


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


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


(c) subject to Sections 6(a) and 7(f) hereof, the Company and the Rights
Agent may deem and treat the person in whose name the Rights 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 Rights Certificates or the associated Common Stock certificate 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.


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


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Section
18. The
Rights Agent.


(a) The Company agrees to pay to the Rights Agent reasonable compensation
for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel
fees and other disbursements incurred in the 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, incurred without gross negligence, bad faith or willful misconduct (which gross negligence, bad faith or willful misconduct
must be determined by a final, non-appealable order, judgment, decree or ruling of a court of competent jurisdiction) on the part
of the Rights Agent, for 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 in the premises. In no event will
the Rights Agent be liable for special, indirect, incidental or consequential loss or damage of any kind whatsoever, even if the
Rights Agent has been advised of the possibility of such loss or damage.


(b) 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 in
reliance upon any Rights Certificate or certificate for the Preferred Shares or Common Shares or for other securities of the Company,
instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate,
statement or other paper or document reasonably believed by it to be genuine and to be signed, executed and, where necessary,
verified or acknowledged, by the proper Person or Persons, or otherwise upon the advice of counsel as set forth in Section 20
hereof.


(c) The provisions of this Section 18 and Section 20 hereof shall survive
the termination of this Agreement, the exercise or expiration of the Rights and the resignation, replacement or removal of the
Rights Agent.


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



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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 Rights Certificates, by their acceptance thereof, shall be bound:


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


(b) Whenever in the performance of its duties under this Agreement the
Rights Agent shall deem it necessary or desirable that any fact or matter (including, without limitation, the identity of any
Acquiring Person and the determination of Current Per Share Market Price) be proved or established by the Company prior to taking
or suffering any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed)
may be deemed to be conclusively proved and established by a certificate signed by any one of the Chairman of the Board, the Chief
Executive Officer, the Chief Financial Officer, the Secretary or any Assistant Secretary 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.


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


(d) The Rights Agent shall not be liable for or by reason of any of
the statements of fact or recitals contained in this Agreement or in the Rights Certificates (except its countersignature thereof)
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.


(e) The Rights Agent shall not be under any responsibility in respect
of the validity of this Agreement or the execution and delivery hereof (except the due execution hereof by the Rights Agent) or
in respect of the validity or execution of any Rights Certificate (except its countersignature thereof); nor shall it be responsible
for any breach by the Company of any covenant or condition contained in this Agreement or in any Rights Certificate; nor shall
it be responsible for any change in the exercisability of the Rights or any adjustment in the terms of the Rights (including the
manner, method or amount thereof) provided for in Sections 3, 11, 13, 23 or 24 hereof, or the ascertaining of the existence of
facts that would require any such change or adjustment (except with respect to the exercise of Rights evidenced by Rights Certificates
after receipt by the Rights Agent of a certificate furnished pursuant to Section 12 hereof describing 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
Preferred Shares to be issued pursuant to this Agreement or any Rights Certificate or as to whether any Preferred Shares will,
when issued, be validly authorized and issued, fully paid and nonassessable.



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


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


(h) The Rights Agent and any shareholder, director, officer 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.


(i) The Rights Agent may execute and exercise any of the rights or powers
hereby vested in it or perform any duty hereunder either itself or by or through its attorneys or agents, and the Rights Agent
shall not be answerable or accountable for any act, default, neglect or misconduct of any such attorneys or agents or for any
loss to the Company resulting from any such act, default, neglect or misconduct, provided reasonable care was exercised in the
selection and continued employment thereof.


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



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(k) If, with respect to any Rights Certificate surrendered to the Rights
Agent for exercise or transfer, the certificate attached to the form of assignment or form of election to purchase, as the case
may be, has either not been completed or indicates an affirmative response to clauses 1 and/or 2 thereof, the Rights Agent shall
not take any further action with respect to such requested exercise or transfer without first consulting with the Company.


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’ written notice mailed to the Company and to each transfer agent of the Preferred Shares and the Common Stock
(in the event that the Rights Agent or one of its Affiliates is not also the transfer agent for the Company) by registered or
certified mail,. In the event the transfer agency relationship in effect between the Company and the Rights Agent terminates,
the Rights Agent will be deemed to have resigned automatically and be discharged from its duties under this Agreement as of the
effective date of such termination, and the Company shall be responsible for sending any required notice. The Company may remove
the Rights Agent or any successor Rights Agent upon 30 days’ written notice, mailed to the Rights Agent or successor Rights
Agent, as the case may be, and to each transfer agent of the Preferred Shares and the Common Stock by registered or certified
mail, and to the holders of the Rights Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall
otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to
make such appointment within a period of 30 days after giving notice of such removal or after receiving written notice of such
resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Rights Certificate (who shall,
with such notice, submit his or her Rights Certificate for inspection by the Company), then the registered holder of any Rights
Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent,
whether appointed by the Company or by such a court, shall be a Person organized and doing business under the laws of the United
States or of any state of the United States, in good standing, which is authorized under such laws to exercise corporate trust
or shareholder services 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 U.S.$50 million. After appointment, the successor
Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights
Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any
property at the time held by it hereunder, and execute and deliver any further 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 Preferred Shares and the Common Stock, and mail a written notice thereof
to the registered holders of the Rights Certificates. Failure to give any notice provided for in this Section 21, however, or
any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment
of the successor Rights Agent, as the case may be.



    	31



    	 



    


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


Section
23. Redemption.


(a) The Company may, at its option and with the approval of the Board,
at any time prior to the earlier of (i) the occurrence of a Triggering Event and (ii) the Close of Business on the Final Expiration
Date, redeem all but not less than all the then outstanding Rights at a redemption price of U.S. $0.01 per Right, appropriately
adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price
being herein referred to as the “Redemption Price”) and the Company may, at its option, pay the Redemption
Price in Common Shares (based on the Current Per Share Market Price thereof at the time of redemption), cash or any other compensation
as the Board may select. Such redemption of the Rights by the Company may be made effective at such time, on such basis and with
such conditions as the Board in its sole discretion may establish. The date on which the Board elects to make the redemption effective
shall be referred to as the “Redemption Date”.


(b) Immediately upon the action of the Board ordering the redemption
of the Rights, evidence of which shall have been filed with the Rights Agent, 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. The Company shall promptly give public notice of any such redemption; provided, however, that
the failure to give or any defect in, any such notice shall not affect the validity of such redemption. Within 10 days after the
action of the Board ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent
and the holders of the then outstanding Rights by mailing such notice to 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 will state the method by which the payment of the Redemption Price will be made. 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 24 hereof, and other than in connection with the purchase
of Common Shares prior to the Distribution Date.



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Section
24. Exchange.


(a) Subject to applicable laws, rules and regulations, and subject to
Section 24(c) hereof, the Company may, at its option, by action of the Board, at any time after the occurrence of a Triggering
Event, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void
pursuant to the provisions of Section 7(e) hereof) for Common Shares 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
exchange ratio being hereinafter referred to as the “Exchange Ratio”). Notwithstanding the foregoing, the Board
shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company,
any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Stock for or pursuant to the terms
of any such plan or an Exempted Person), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner
of 50% or more of the Common Stock then outstanding.


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


(c) In the event that there shall not be sufficient Common Shares issued
but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with Section 24(a)
hereof, the Company shall either take such action as may be necessary to authorize additional Common Shares for issuance upon
exchange of the Rights or alternatively, at the option of a majority of the Board, with respect to each Right (i) pay cash in
an amount equal to the Current Value (as hereinafter defined), in lieu of issuing Common Shares in exchange therefor, or (ii)
issue debt or equity securities or a combination thereof, having a value equal to the Current Value, in lieu of issuing Common
Shares in exchange for each such Right, where the value of such securities shall be determined by a nationally recognized investment
banking firm selected by majority vote of the Board, or (iii) deliver any combination of cash, property, Common Shares and/or
other securities having a value equal to the Current Value in exchange for each Right. For purposes of this Section 24(c) only,
the Current Value shall mean the product of the Current Per Share Market Price of Common Shares on the date of the occurrence
of the event described in Section 24(a) hereof, multiplied by the number of Common Shares for which the Right otherwise would
be exchangeable if there were sufficient shares available. To the extent that the Company determines that some action need be
taken pursuant to Sections 24(c)(i), 24(c)(ii) or 24(c)(iii) hereof, the Board may temporarily suspend the exercisability of the
Rights for a period of up to 60 days following the date on which the event described in Section 24(a) shall have occurred, in
order to seek any authorization of additional Common Shares and/or to decide the appropriate form of distribution to be made pursuant
to the above provision 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.



    	33



    	 



    


(d) The Company shall not be required to issue fractions of Common Shares
or to distribute certificates (or effect any registrations on the transfer books of the Company) which evidence fractional Common
Shares. In lieu of such fractional Common Shares, there shall be paid to the registered holders of the Rights Certificates with
regard to which such fractional Common Shares 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 pursuant to the terms hereof).


(e) The Company may, at its option, by majority vote of the Board, at
any time before any Person has become an Acquiring Person, exchange all or part of the then outstanding Rights for rights of substantially
equivalent value, as determined reasonably and with good faith by the Board, based upon the advice of one or more nationally recognized
investment banking firms.


(f) Immediately upon the action of the Board ordering the exchange of
any Rights pursuant to Section 24(e) hereof and without any further action and without any notice, the right to exercise such
Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of rights in exchange
therefor as has been determined by the Board in accordance with Section 24(e) hereof. The Company shall 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 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 transfer agent for the Common Shares. 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
will state the method by which the exchange of the Rights will be effected.


Section
25. Notice
of Certain Events.


(a) In case the Company shall propose to effect or permit to occur any
Triggering Event or Section 13 Event, the Company shall give notice thereof to each holder of Rights in accordance with Section
26 hereof at least 20 days prior to occurrence of such Triggering Event or such Section 13 Event.



    	34



    	 



    


(b) In case any Triggering Event or Section 13 Event shall occur, then,
in any such case, the Company shall as soon as practicable thereafter give to each holder of a Rights Certificate, in accordance
with Section 26 hereof, a notice of the occurrence of such event, which shall specify the event and the consequences of the event
to holders of Rights under Sections 11(a)(ii) and 13 hereof.


Section
26. Notices.
Notices or demands authorized by this Agreement to be given or made by the Rights Agent or by the holder of any Rights Certificate
to or on the Company shall be sufficiently given or made if 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:


Stalwart
Tankers Inc.

7 Fragoklissias Street

Maroussi 15125

Athens, Greece


Subject
to the provisions of Section 21 hereof, any notice or demand authorized by this Agreement to be given or made by the Company or
by the holder of any Rights Certificate to or on the Rights Agent shall be sufficiently given or made 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:


Computershare
Trust Company, N.A.

250 Royall Street

Canton, MA 02021

Attn: Client Services


Notices
or demands authorized by this Agreement to be given or made by the Company or the Rights Agent to the holder of any Rights Certificate
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.


Section
27. Supplements
and Amendments. Prior to the Distribution Date, the Company may supplement or amend this Agreement in any respect without
the approval of any holders of Rights and the Rights Agent shall, if the Company so directs, execute such supplement or amendment.
From and after the occurrence of the Distribution Date, the Company and the Rights Agent may from time to time supplement or amend
this Agreement without the approval of any holders of Rights in order to (i) cure any ambiguity or omission, (ii) correct or supplement
any provision contained herein which may be defective or inconsistent with any other provisions herein, (iii) shorten or lengthen
any time period hereunder or (iv) to change or supplement the provisions hereunder in any manner that the Company may deem necessary
or desirable and that shall not adversely affect the interests of the holders of Rights (other than an Acquiring Person or an
Affiliate or Associate of an Acquiring Person); provided, this Agreement may not be supplemented or amended to lengthen, pursuant
to clause (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are
not then redeemable or (B) any other time period unless such lengthening is for the purpose of protecting, enhancing or clarifying
the rights of, and/or the benefits to, the holders of Rights (other than an Acquiring Person or an Affiliate or Associate of an
Acquiring Person). Upon the delivery of a certificate from an appropriate officer of the Company that states that the proposed
supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or
amendment; provided, however, that the Rights Agent may, but shall not be obligated to, enter into any supplement or amendment
that adversely affects the Rights Agent’s own rights, duties, or obligations under this Agreement. Prior to the Distribution
Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common Shares.



    	35



    	 



    


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


Section
29. Determinations
and Actions by the Board, etc. For all purposes of this Agreement, any calculation of the number of Common Shares outstanding
at any particular time, including for purposes of determining the particular percentage of such outstanding Common Shares of which
any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules
and Regulations under the Exchange Act. The Board shall have the exclusive power and authority to administer this Agreement and
to exercise all rights and powers specifically granted to the Board, or 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 a determination
to redeem or not redeem the Rights or to amend this Agreement). All such actions, calculations, interpretations and determinations
(including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board
in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights Certificates
and all other parties and (y) not subject the Board to any liability to the holders of the Rights.


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


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



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


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 shall not be liable for any delays or failures in performance resulting from acts beyond its
reasonable control including, without limitation, each of the following, to the extent resulting from acts beyond its reasonable
control: acts of God, terrorist acts, shortage of supply, breakdowns or malfunctions, interruptions or malfunction of computer
facilities, or loss of data due to power failures or mechanical difficulties with information storage or retrieval systems, labor
difficulties, war, or civil unrest.


REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK




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IN WITNESS WHEREOF,
the parties have executed this Shareholders Rights Agreement as of the date first written above.





	 	 	 	 
	 	STALWART TANKERS INC.
	 	 	 	 
	 	By:	 
	 	 	Name:	Dimitrios J. Souravlas
	 	 	Title:	Chief Executive Officer
	 	 	 	 
	 	COMPUTERSHARE TRUST COMPANY, N.A.
	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 


 



[Signature Page to Shareholders Rights Agreement]



    	38



    	 



    

 


Exhibit A


STATEMENT OF DESIGNATION OF

RIGHTS, PREFERENCES AND PRIVILEGES OF

SERIES A PARTICIPATING PREFERRED STOCK

OF STALWART TANKERS INC.


The undersigned, [ _____ ] and [ _____ ]
do hereby certify:


1. That they are
the duly elected and acting [Chief Executive Officer] and Secretary, respectively, of Stalwart Tankers Inc., a Marshall Islands
corporation (the “Company”).


2. That pursuant
to the authority conferred by the Company’s Amended and Restated Articles of Incorporation, the Company’s Board of
Directors (the “Board”) on March __, 2014 adopted the following resolution designating and prescribing
the relative rights, preferences and privileges of the Series A Participating Preferred Shares:


RESOLVED, that pursuant
to the authority vested in the Board by the Articles of Incorporation, the Board hereby establishes a series of preferred stock,
par value U.S. $0.01 per share, and fixes the designation and certain powers, preferences and other special rights of the shares
of such series, and certain qualifications, limitations and restrictions thereon, as follows:


Section
1. 
Designation and Amount. The shares of such series shall be designated as “Series A Participating
Preferred Shares”. The Series A Participating Preferred Shares shall have a par value of U.S. $0.01 per share, and the
number of shares constituting such series shall initially be [ 1,000,000 ], which number the Board may from time to time
increase or decrease (but not below the number then outstanding).


Section
2. 
Proportional Adjustment. In the event the Company shall at any time after the issuance of any Series A Participating
Preferred Shares (i) declare any dividend on the common stock of the Company, par value U.S. $0.01 per share (the “Common
Stock”), payable in Common Shares, (ii) subdivide the outstanding Common Stock or (iii) combine the outstanding Common
Stock into a smaller number of shares, then in each such case the Company shall simultaneously effect a proportional adjustment
to the number of outstanding Series A Participating Preferred Shares.


Section
3. 
Dividends and Distributions.


(a)  
Subject to the prior and superior right of the holders of any shares of any series of preferred stock ranking prior
and superior to the Series A Participating Preferred Shares with respect to dividends, the holders of Series A Participating Preferred
Shares shall be entitled to receive when, as and if declared by the Board out of funds legally available for the purpose, quarterly
dividends payable in cash on the last 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 Series A Participating Preferred Share, in an amount per share (rounded to the nearest
cent) equal to 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 Common Shares or a subdivision
of the outstanding Common Shares (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 Series A Participating Preferred Share.



    	A-1



    	 



    




(b) 
The Company shall declare a dividend or distribution on the Series A Participating Preferred Shares as provided in
paragraph (a) above immediately after it declares a dividend or distribution on the Common Stock (other than a dividend payable
in Common Shares).


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


Section
4. 
Voting Rights. The holders of Series A Participating Preferred Shares shall have the following voting rights:


(a) 
Each share of Series A Participating Preferred Shares shall entitle the holder thereof to 1,000 votes on all matters
submitted to a vote of the shareholders of the Company.


(b) 
Except as otherwise provided herein or required by law, the holders of Series A Participating Preferred Shares and
the holders of Common Shares shall vote together as one class on all matters submitted to a vote of shareholders of the Company.


(c)  
Except as otherwise provided herein or required by law, holders of Series A Participating Preferred Shares 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.



    	A-2



    	 



    




Section
5.  
Certain Restrictions.


(a)  
The Company shall not declare any dividend on, make any distribution on, or redeem or purchase or otherwise acquire
for consideration any Common Shares after the first issuance of a share or fraction of a Series A Participating Preferred Share
unless concurrently therewith it shall declare a dividend on, make a distribution on, or redeem or purchase or otherwise acquire
for consideration the Series A Participating Preferred Shares as required by Section 3 hereof.


(b) 
Whenever quarterly dividends or other dividends or distributions payable on the Series A Participating Preferred
Shares as provided in Section 3 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether
or not declared, on Series A Participating Preferred Shares outstanding shall have been paid in full, the Company shall not (i)
declare or pay dividends on, make any other distributions on, or redeem or purchase or otherwise acquire for consideration any
shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Participating
Preferred Shares; (ii) declare or pay dividends on, 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 Series A Participating Preferred Shares, except dividends
paid ratably on the Series A Participating Preferred Shares 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 Participating Preferred Shares, provided that the Company may at any time redeem, purchase or otherwise acquire
shares of any such parity stock in exchange for shares of any stock of the Company ranking junior (either as to dividends or upon
dissolution, liquidation or winding up) to the Series A Participating Preferred Shares; (iv) purchase or otherwise acquire for
consideration any Series A Participating Preferred Shares, or any shares of stock ranking on a parity with the Series A Participating
Preferred Shares, except in accordance with a purchase offer made in writing or by publication (as determined by the Board) to
all holders of such shares upon such terms as the Board, after consideration of the respective annual dividend rates and other
relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable
treatment among the respective series or classes.


(c)  
The Company shall not permit any subsidiary of the Company to purchase or otherwise acquire for consideration any
shares of stock of the Company unless the Company could, under paragraph (a) of this Section 5, purchase or otherwise acquire such
shares at such time and in such manner.


Section
6.  
Reacquired Shares. Any Series A Participating Preferred Shares purchased or otherwise acquired by the Company
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 to be created by resolution or resolutions of the Board, subject to the conditions and restrictions on issuance set forth
herein and, in the Articles of Incorporation, as then amended.



    	A-3



    	 



    




Section
7.  
Liquidation, Dissolution or Winding Up. Upon any liquidation, dissolution or winding up of the Company, the
holders of Series A Participating Preferred Shares shall be entitled to receive an aggregate amount per share equal to 1,000 times
the aggregate amount to be distributed per share to holders of Common Shares plus an amount equal to any accrued and unpaid dividends
on such Series A Participating Preferred Shares.


Section
8.  
Consolidation, Merger, etc. In case the Company shall enter into any consolidation, merger, combination or
other transaction in which the Common Shares are exchanged for or changed into other stock or securities, cash and/or any other
property, then in any such case the Series A Participating Preferred Shares shall at the same time be similarly exchanged or changed
in an amount per share 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.


Section
9.  
No Redemption. The shares of Series A Participating Preferred Shares shall not be redeemable.


Section
10.  Ranking.
The Series A Participating Preferred Shares shall rank junior to all other series of the Company’s preferred stock as to
the payment of dividends and the distribution of assets, unless the terms of any such series shall provide otherwise.


Section
11.  Amendment.
The Articles of Incorporation of the Company shall not be further amended in any manner which would materially alter or change
the powers, preference or special rights of the Series A Participating Preferred Shares so as to affect them adversely without
the affirmative vote of the holders of a majority of the outstanding Series A Participating Preferred Shares, voting separately
as a class.


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


RESOLVED FURTHER,
that the Board hereby authorizes and directs the [Chief Executive Officer] and the Secretary or any Assistant Secretary of this
Company to prepare and file a Statement of Designation of Rights, Preferences and Privileges in accordance with the foregoing resolution
and the provisions of Marshall Islands law and to take such actions as they may deem necessary or appropriate to carry out the
intent of the foregoing resolution.


REMAINDER OF PAGE INTENTIONALLY LEFT
BLANK



    	A-4



    	 



    






We further declare,
under penalty of perjury, that the foregoing Statement of Designation is the act and deed of the Company and that the facts stated
therein are true and correct.


Executed at [ __________ ]
on March __, 2014.


	 	 
	 	[Chief Executive Officer]
	 	 
	 	Secretary


 






    	A-5



    	 



    







Exhibit B


[FORM OF RIGHTS CERTIFICATE]


Certificate No. R-        Rights


Not exercisable after
[           ], 20[ ] or earlier if redemption or exchange occurs. The Rights are subject to redemption at the option of the Company, at U.S.$0.01
per Right, and to exchange on the terms set forth in the Rights Agreement.


Under certain circumstances,
Rights Beneficially Owned by an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined
in the Rights Agreement) and by any subsequent holder of such Rights may become null and void. [The Rights represented by this
Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate
of an Acquiring Person. Accordingly, this Rights Certificate and the Rights represented hereby may become null and void in the
circumstances specified in the Rights Agreement.]


RIGHTS CERTIFICATE


STALWART TANKERS INC.


This certificate 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 [INSERT MONTH, DATE, YEAR ON WHICH AGREEMENT
ENTERED] (the “Rights Agreement”), between Stalwart Tankers Inc., a Republic of the Marshall Islands corporation (the
“Company”), and Computershare Trust Company, N.A. (the “Rights Agent”), unless the Rights evidenced hereby
have been previously redeemed by the Company, to purchase from the Company at any time after the Distribution Date (as such term
is defined in the Rights Agreement) and before 5:00 p.m., New York time (such time, the “Close of Business”), on the
Expiration Date at the office of the Rights Agent designated for such purpose, or at the office of its successor as Rights Agent,
one one-thousandth of a fully paid, nonassessable Series A Participating Preferred Shares, U.S.$0.01 par value (the “Preferred
Shares”), of the Company, at a purchase price of U.S.$ [ __________ ] per one one-thousandth of a Preferred Share
(the “Exercise Price”), upon presentation and surrender of this Rights Certificate with the form of election to purchase
on the reverse side thereof duly executed. The number of Rights evidenced by this Rights Certificate (and the number of one one-thousandths
of a Preferred Share that may be purchased upon exercise hereof) set forth above, and the Exercise Price set forth above, are the
number and Exercise Price as of the Close of Business on the date specified by the Board of Directors of the Company (the “Board”)
as the Record Date (the “Record Date”), based on the Preferred Shares as constituted at such date. As provided in the
Rights Agreement, the Purchase Price and the number of one one-thousandths of a Preferred Share that may be purchased upon the
exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain
events.





    	B-1



    	 



    







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


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


Subject to the provisions of the Rights
Agreement, the Rights evidenced by this Certificate (a) may be redeemed by the Company at a redemption price (in cash or shares
of the Company’s common stock or other securities of the Company deemed by the Board to be at least equivalent in value)
of U.S.$0.01 per Right (subject to adjustment, as provided in the Rights Agreement) or (b) may be exchanged in whole or in part
for shares of the Company’s common stock or other consideration as determined by the Company.


The Company shall not be required to
issue fractions of Preferred Shares (other than fractions that are integral multiples of one one-thousandth of a Preferred Share)
or distribute certificates (or effect any registrations on the transfer books of the Company) that evidence fractions of Preferred
Shares (other than fractions that are integral multiples of one one-thousandth of a Preferred Share) upon the exercise of any Right
or Rights evidenced hereby. In lieu of issuing fractional Preferred Shares that are not integral multiples of one one-thousandth
of a Preferred Share, the Company may elect to make a cash payment as provided in the Rights Agreement for such fractional shares.


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


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



    	B-2



    	 



    






WITNESS the facsimile
signature of the proper officers of the Company and its corporate seal. Dated as of March __, 2014.





	 	 	 	 	 
	 	STALWART TANKERS INC.,
	 	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 




	 	 	 
	COUNTERSIGNED:
	 	 
	COMPUTERSHARE TRUST COMPANY, N.A.,
	as Rights Agent
	 
	By:	 	 
	Name:
	Title:




 



    	B-3



    	 



    







—Form
of Reverse Side of Rights Certificate—


FORM
OF ASSIGNMENT


(To
be executed by the registered holder if such holder desires to transfer the Rights Certificate)



	 	 	 	 
	FOR VALUE RECEIVED,	 
	 	 
	 	 hereby sells, assigns and transfers unto	 
	 	 	 	 




(Please
print name and address of transferee)


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


The
undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not being sold, assigned or transferred
by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined
in the Rights Agreement), (2) this Rights Certificate is not being sold, assigned or transferred to or on behalf of any such Acquiring
Person, Affiliate or Associate, and (3) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire
the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate.


	 	 	 
	Dated:	 	 
	 	 	 
	Signature:	 	 
	 	 
	Signature Guarantee*	 
	 	 


*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. Guarantees by a notary public are not acceptable.




    	B-4



    	 



    

—Form
of Reverse Side of Rights Certificate—

(continued)


FORM
OF ELECTION TO PURCHASE


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


To:       STALWART
TANKERS INC.


The
undersigned hereby irrevocably elects to exercise _____________ Rights represented by this Rights Certificate to purchase the
number of one one-thousandths of a Preferred Share issuable upon the exercise of such Rights and requests that certificates for
such number of one one-thousandths of a Preferred Share (or a registration on the transfer books of the Company if the Preferred
Shares are not certificated) be issued (or effected) in the name of:


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


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


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


The
undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not beneficially owned by an Acquiring
Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement) and (2) after inquiry and to the
best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person
who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement).


	 	 	 	 
	Dated:	 	 	 
	 	 	 	 
	Signature:	 	 	 
	 	 	 	 
	Signature Guarantee*	 	 


*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. Guarantees by a notary public are not acceptable.




    	B-5



    	 



    

 







—Form
of Reverse Side of Rights Certificate—

(continued)


NOTICE


The
signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform to the name as written on
the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever.


In
the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be,
is not completed, the Company and the Rights Agent will deem the Beneficial Owner of the Rights evidenced by this Rights Certificate
to be an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement) and such Assignment
or Election to Purchase will not be honored.




    	B-6



    	 



    

Exhibit
C


SUMMARY
OF RIGHTS


	Distribution
    and Transfer of Rights:	 
	Distribution
    Date:	The
    rights will separate from the common stock and become exercisable after (1) a person or group acquires ownership of 15% or
    more of the company’s common stock or (2) the tenth business day (or such later date as determined by the company’s
    board of directors) after a person or group announces a tender or exchange offer which would result in that person or group
    holding 15% or more of the company’s common stock.
	Preferred
    Shares Purchasable Upon Exercise of Rights:	On
    the Distribution Date, each holder of a right will be entitled to purchase for U.S.$ [ __________ ] (the “Exercise
    Price”) a fraction (1/1000th) of one share of the company’s preferred stock which has similar economic terms
    as one share of common stock.
	Flip-in:	If
    an acquiring person (an “Acquiring Person”) acquires more than 15% of the company’s common stock
    then each holder of a right (except that Acquiring Person) will be entitled to buy at the Exercise Price, a number of shares
    of the company’s common stock which has a then current market value of twice the Exercise Price.
	Flip-over:	If,
    after an Acquiring Person acquires more than 15% of the company’s common stock, the company merges into another company
    (either as the surviving corporation or as the disappearing entity) or the company sells more than 50% of its assets or earning
    power, then each holder of a right (except for those owned by the Acquiring Person) will be entitled to purchase at the Exercise
    Price, a number of shares of common stock of the surviving entity which has a then current market value of twice the Exercise
    Price.
	Exchange
    Provision:	Any
    time after the date an Acquiring Person obtains more than 15% of the company’s common stock and before that Acquiring
    Person acquires more than 50% of the company’s outstanding common stock, the company may exchange each right owned by
    all other rights holders, in whole or in part, for one share of the company’s common stock.
	Redemption
    of Rights:	The
    company can redeem the rights at any time prior to an Acquiring Person acquiring ownership of 15% or more of the company’s
    common stock.
	Expiration
    of Rights:	The
    rights expire on the earliest of (1) December 31, 2023 or (2) the exchange or redemption of the rights as described above.
	Amendment
    of Terms of Rights:	The
    terms of the rights and the Shareholders Rights Agreement may be amended without the consent of the rights holders at any
    time on or prior to the Distribution Date. After the Distribution Date, the terms of the rights and the Shareholders Rights
    Agreement may be amended to make changes, which do not adversely affect the rights of the rights holders (other than the Acquiring
    Person).
	Voting
    Rights:	The
    rights will not have any voting rights.
	Anti-dilution
    Provisions:	The
    rights will have the benefit of certain customary anti-dilution protection.




    	C-1