Exhibit 4.1




 


 


 


 


 


 


STRATASYS,
INC.








and








continental stock transfer and trust company, as Rights Agent











RIGHTS AGREEMENT



Dated as of April 13, 2012






























TABLE OF
CONTENTS 

			Page
	Section 1.	Certain Definitions.	1
		 	
	Section 2. 	Appointment of Rights Agent	6
		 	 
	Section 3.	Issue of Right Certificates	6
		 	
	Section 4. 	Form of Right Certificates	8
		 	
	Section 5.	Countersignature and
    Registration	8
		 	
	Section 6. 	Transfer, Split Up, Combination and
      Exchange of Right Certificates;	
		Mutilated, Destroyed, Lost or Stolen
      Right Certificates	9
		 	
	Section 7. 	Exercise of Rights, Purchase Price;
      Expiration Date of Rights	9
		 	
	Section 8. 	Cancellation and Destruction of Right
      Certificates	11
		 	
	Section 9. 	Availability of Shares of Common
      Stock	11
		 	
	Section 10. 	Common Stock Record Date	12
	 	 	
	Section 11. 	Adjustment of Purchase
      Price, Number and Kind of Shares and Number of
		Rights	12
		 	
	Section 12. 	Certificate of Adjusted Purchase Price
      or Number of Shares	19
		 	
	Section 13. 	Consolidation, Merger or Sale or
      Transfer of Assets or Earning Power	20
		 	
	Section 14.	Fractional Rights and Fractional
      Shares	23
		 	
	Section 15.	 Rights of Action	24
		 	
	Section 16. 	Agreement of Right Holders	24
		 	
	Section 17.	Right Certificate Holder Not Deemed a
      Stockholder	24
		 	
	Section 18. 	Concerning the Rights Agent	25
		 	
	Section 19. 	Merger or Consolidation or Change of
      Name of Rights Agent	25
		 	
	Section 20. 	Duties of Rights Agent	26
		 	
	Section 21. 	Change of Rights Agent	28
		 	
	Section
      22.     	Issuance of New Right
      Certificates	28









	Section 23.	Redemption	29
		 	
	Section 24.	Exchange	29
		 	
	Section 25.	Notice of Certain Events	31
		 	
	Section 26.	Notices	31
		 	
	Section 27.	Supplements and Amendments	31
		 	
	Section 28.	Successors	32
		 	
	Section 29.	Benefits of this Agreement	32
		 	
	Section 30.	Determinations and Actions by the Board of
      Directors	32
		 	
	Section 31.	Severability	32
		 	
	Section 32.	Governing Law	32
		 	
	Section 33.	Counterparts	33
		 	
	Section 34.     	Descriptive Headings	33












RIGHTS
AGREEMENT


Rights Agreement,
dated as of April 13, 2012 ("Agreement"), between Stratasys, Inc., a Delaware
corporation (the "Company"), and Continental Stock Transfer and Trust Company, as Rights Agent (the "Rights Agent").


The Board of Directors
of the Company has authorized and declared a dividend of one common share purchase right (a "Right") for each share of
Common Stock (as hereinafter defined) outstanding as of the Close of Business (as defined below) on April 26, 2012
(the "Record Date"), each Right initially representing the right to purchase one-quarter of one share of Common Stock
(as hereinafter defined and subject to adjustment as provided herein), upon the terms and subject to the conditions herein set
forth, and has further authorized and directed the issuance of one Right (subject to adjustment as provided herein) with respect
to each share of Common Stock that shall become outstanding between the Record Date and the earlier of the Distribution Date and
the Expiration Date (as such terms are hereinafter defined); provided, however, that Rights may be issued with respect
to shares of Common Stock that shall become outstanding after the Distribution Date and prior to the Expiration Date in accordance
with Section 22.


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


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


(a)                
"Acquiring Person" shall mean any Person (as such term is hereinafter defined) who
or which shall be the Beneficial Owner (as such term is hereinafter defined) of 10% or more of the shares of Common Stock then
outstanding, but shall not include an Exempt Person (as such term is hereinafter defined); provided, however, that


(i)                  
if the Board of Directors of the Company determines in good faith that a Person who would
otherwise be an "Acquiring Person" became the Beneficial Owner of a number of shares of Common Stock such that the Person
would otherwise qualify as an "Acquiring Person" inadvertently (including, without limitation, because (A) such Person
was unaware that it beneficially owned that number of shares of Common Stock that would otherwise cause such Person to be an "Acquiring
Person" or (B) such Person was aware of the extent of its Beneficial Ownership of Common Stock but had no actual knowledge
of the consequences of such Beneficial Ownership under this Agreement) and without any intention of changing or influencing control
of the Company, then such Person shall not be deemed to be or to have become an "Acquiring Person" for any purposes of
this Agreement unless and until such Person shall have failed to divest itself, as soon as practicable (as determined, in good
faith, by the Board of Directors of the Company), of Beneficial Ownership of a sufficient number of shares of Common Stock so that
such Person would no longer otherwise qualify as an "Acquiring Person";

1







(ii)                
if, as of the date hereof or prior to the first public announcement of the adoption of this
Agreement, any Person is or becomes the Beneficial Owner of 10% or more of the shares of Common Stock outstanding, such Person
shall not be deemed to be or to become an "Acquiring Person" unless and until such time as such Person shall, after
the first public announcement of the adoption of this Agreement, become the Beneficial Owner of additional shares of Common Stock
representing 1% or more of the shares of Common Stock then outstanding (other than pursuant to a dividend or distribution paid
or made by the Company on the outstanding Common Stock or pursuant to a split or subdivision of the outstanding Common Stock),
unless, upon becoming the Beneficial Owner of such additional shares of Common Stock, such Person is not then the Beneficial Owner
of 10% or more of the shares of Common Stock then outstanding;


(iii)               
no Person shall become an "Acquiring Person" solely as a result of any unilateral
grant of any security by the Company or through the exercise of any options, warrants, rights or similar interests (including restricted
stock) granted by the Company to its directors, officers and employees; and


(iv)              
no Person shall become an "Acquiring Person" as the result of an acquisition of
shares of Common Stock by the Company which, by reducing the number of shares outstanding, increases the proportion of the shares
of Common Stock beneficially owned by such Person to 10% or more of the Common Stock then outstanding; provided, however,
that if a Person shall become the Beneficial Owner of 10% or more of the shares of Common Stock then outstanding by reason of such
share acquisitions by the Company and shall thereafter become the Beneficial Owner of any additional shares of Common Stock (other
than pursuant to a dividend or distribution paid or made by the Company on the outstanding Common Stock or pursuant to a split
or subdivision of the outstanding Common Stock), then such Person shall be deemed to be an "Acquiring Person" unless
upon becoming the Beneficial Owner of such additional shares of Common Stock such Person does not beneficially own 10% or more
of the shares of Common Stock then outstanding.


For all purposes of this Agreement, any
calculation of the number of shares of Common Stock outstanding at any particular time, including for purposes of determining the
particular percentage of the outstanding shares of Common Stock of which 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 Securities Exchange Act of 1934, as
amended (the "Exchange Act"), as in effect on the date hereof.


(b)                
"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 hereof.


(c)                
A Person shall be deemed the "Beneficial Owner" of, shall be deemed to have "Beneficial
Ownership" of and shall be deemed to "beneficially own" any securities:

2







(i)                  
which such Person or any of such Person's Affiliates or Associates is deemed to beneficially
own, directly or indirectly, within the meaning of Rule l3d-3 of the General Rules and Regulations under the Exchange Act as in
effect on the date hereof;


(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, warrants or options, or otherwise; provided,
however, that a Person shall not be deemed the Beneficial Owner of, or to beneficially own, (w) 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, (x) securities which such Person has a right to acquire upon the exercise of Rights at any
time prior to the time that any Person becomes an Acquiring Person, (y) securities issuable upon the exercise of Rights from and
after the time that any Person becomes an Acquiring Person if such Rights were acquired by such Person or any of such Person's
Affiliates or Associates prior to the Distribution Date or pursuant to Section 3(a) or Section 22 hereof ("Original Rights")
or pursuant to Section 11(i) or Section 11(n) with respect to an adjustment to Original Rights, or (z) securities which such Person
or any of such Person's Affiliates or Associates may acquire, does or do acquire or may be deemed to have the right to acquire,
pursuant to any merger or other acquisition agreement between the Company and such Person (or one or more of such Person's Affiliates
or Associates) if such agreement has been approved by the Board of Directors prior to such Person's becoming 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 by reason of such agreement, arrangement
or understanding 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 promulgated under the Exchange Act and (2) is not also then reportable on Schedule 13D under
the Exchange Act (or any comparable or successor report); or


(iii)               
which are beneficially owned, directly or indirectly, by any other Person and with respect
to which such Person or any of such Person's Affiliates or Associates has 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)
for the purpose of acquiring, holding, voting (except to the extent contemplated by the proviso to Section 1(c)(ii)(B)) or disposing
of such securities of the Company;


provided,
however, that no Person who is an officer, director or employee of an Exempt Person shall be deemed, solely by reason of
such Person's status or authority as such, to be the "Beneficial Owner" of, to have "Beneficial Ownership"
of or to "beneficially own" any securities that are "beneficially owned" (as defined in this Section l(c)),
including, without limitation, in a fiduciary capacity, by an Exempt Person or by any other such officer, director or employee
of an Exempt Person.

3







(d)                
"Book Entry" shall mean an uncertificated book entry for the Common Stock.


(e)                
"Business Day" shall mean any day other than a Saturday, a Sunday or a day on which
banking institutions in the State of New York or the city in which the principal office of the Rights Agent is located are authorized
or obligated by law or executive order to close.


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


(g)                
"Common Stock" when used with reference to the Company shall mean the Common Stock,
presently par value $.01 per share of the Company. "Common Stock" when used with reference to any Person other than the
Company shall mean the common stock (or, in the case of any entity other than a corporation, the equivalent 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.


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


(i)                  
"Distribution Date" shall have the meaning set forth in Section 3 hereof.


(j)                  
"Exempt Person" shall mean the Company or any Subsidiary (as such term is hereinafter
defined) of the Company, in each case including, without limitation, in its fiduciary capacity, or any employee benefit plan of
the Company or of any Subsidiary of the Company, or any entity or trustee holding (or acting in a fiduciary capacity in respect
of) Common Stock for or pursuant to the terms of any such plan or for the purpose of funding any such plan or funding other employee
benefits for employees of the Company or of any Subsidiary of the Company.


(k)                
"Exchange Ratio" shall have the meaning set forth in Section 24 hereof.


(l)                  
"Expiration Date" shall have the meaning set forth in Section 7 hereof.


(m)               
"Final Expiration Date" shall have the meaning set forth in Section 7 hereof.

4







(n)                
"Flip-In Event" shall have the meaning set forth in Section 11(a)(ii) hereof.


(o)                
"NASDAQ" shall mean the NASDAQ Global Select Market.


(p)                
"New York Stock Exchange" shall mean the New York Stock Exchange, Inc.


(q)                
"Person" shall mean any individual, firm, corporation, partnership, limited liability
company, trust or other entity, and shall include any successor (by merger or otherwise) to such entity.


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


(s)                
"Purchase Price" shall have the meaning set forth in Section 7(b) hereof.


(t)                 
"Record Date" shall have the meaning set forth in the recitals hereto.


(u)                
"Redemption Date" shall have the meaning set forth in Section 7 hereof.


(v)                
"Redemption Price" shall have the meaning set forth in Section 23 hereof.


(w)               
"Right" shall have the meaning set forth in the recitals hereto.


(x)                 
"Right Certificate" shall have the meaning set forth in Section 3 hereof.


(y)                
"Securities Act" shall mean the Securities Act of 1933, as amended.


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


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


(bb)            
"Stock 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) of the Exchange Act)
by the Company or an Acquiring Person that an Acquiring Person has become such, or such earlier date as a majority of the Board
of Directors of the Company shall become aware of the existence of an Acquiring Person.


(cc)             
"Subsidiary" of any Person shall mean any corporation or other entity of which securities
or other ownership interests having ordinary voting power sufficient to elect a majority of the board of directors or other persons
performing similar functions are beneficially owned, directly or indirectly, by such Person, and any corporation or other entity
that is otherwise controlled by such Person.

5






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


(ee)             
"Summary of Rights" shall have the meaning set forth in Section 3 hereof.


(ff)               
"Trading Day" shall have the meaning set forth in Section 11(d)(i) hereof.


Section 2.
Appointment of Rights Agent. The Company hereby appoints the Rights Agent to act as agent for the Company and the holders
of the Rights (who, in accordance with Section 3 hereof, shall prior to the Distribution Date be the holders of Common Stock) in
accordance with the terms and conditions hereof, and the Rights Agent hereby accepts such appointment. The Company may from time
to time appoint such co-Rights Agents as it may deem necessary or desirable.


Section 3.
Issue of Right Certificates.


(a)                
Until the Close of Business on the earlier of (i) the tenth Business Day after the Stock Acquisition
Date or (ii) the tenth Business Day (or such later date as may be determined by action of the Board of Directors of the Company
prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt
Person) of, or of the first public announcement of the intention of such Person (other than an Exempt Person) to commence, a tender
or exchange offer the consummation of which would result in any Person (other than an Exempt Person) having beneficial ownership
or becoming the Beneficial Owner of 10% or more of the shares of Common Stock then outstanding (the earlier of such dates being
herein referred to as the "Distribution Date", provided, however, that if either of such dates occurs after
the date of this Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date), (x) the Rights
will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates representing the Common Stock registered
in the names of the holders thereof (or by Book Entry shares in respect of such Common Stock) and not by separate Right Certificates,
and (y) the Rights will be transferable only in connection with the transfer of Common Stock. 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, insured, postage-prepaid mail, to each record holder of
Common Stock as of the close of business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate
of an Acquiring Person), at the address of such holder shown on the records of the Company, a Right Certificate, in substantially
the form of Exhibit A hereto (a "Right Certificate"), evidencing one Right (subject to adjustment as provided herein)
for each share of Common Stock so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates.

6






(b)                
On the Record Date, or as soon as practicable thereafter, the Company will send a copy of
a Summary of Rights to Purchase Shares of Common Stock, in substantially the form of Exhibit B hereto (the "Summary of Rights"),
by first-class, postage-prepaid mail, to each record holder of Common Stock as of the Close of Business on the Record Date (other
than any Acquiring Person or any Associate or Affiliate of any Acquiring Person), at the address of such holder shown on the records
of the Company. With respect to certificates representing Common Stock (or Book Entry shares of Common Stock) outstanding as of
the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the
holders thereof (or such Book Entry shares) together with the Summary of Rights. Until the Distribution Date (or, if earlier, the
Expiration Date), the surrender for transfer of any certificate representing Common Stock (or any Book Entry shares of Common Stock)
outstanding on the Record Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights
associated with the Common Stock represented thereby.


(c)                
Rights shall be issued in respect of all shares of Common Stock issued or disposed of after
the Record Date but prior to the earlier of the Distribution Date and the Expiration Date or, in certain circumstances provided
in Section 22 hereof, after the Distribution Date but prior to the Expiration Date. Certificates representing shares of Common
Stock issued or disposed of after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date or,
in certain circumstances provided in Section 22 hereof, after the Distribution Date but prior to the Expiration Date shall have
impressed on, printed on, written on or otherwise affixed to them the following legend:


This certificate also evidences and
entitles the holder hereof to certain Rights as set forth in a Rights Agreement between Stratasys, Inc. (the "Company")
and Continental Stock Transfer and Trust Company, as Rights Agent, dated as of April 13, 2012
and as amended from time to time (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference
and a copy of which is on file at the principal executive offices of the Company. 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.
The Company 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, as set forth in the Rights Agreement, Rights owned by or transferred to any Person
who is or becomes an Acquiring Person (as defined in the Rights Agreement) and certain transferees thereof will become null and
void and will no longer be transferable.


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

7






Notwithstanding this
paragraph (c), neither the omission of a legend nor the failure to deliver the notice of such legend required hereby shall affect
the enforceability of any part of this Agreement or the rights of any holder of the Rights.


Section 4.
Form of Right Certificates. The Right Certificates (and the forms of election to purchase shares and of assignment to be
printed on the reverse thereof) shall be substantially in the form set forth in Exhibit A 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 interdealer quotation system on which the Rights may from
time to time be listed or quoted, or to conform to usage. Subject to the provisions of this Agreement, the Right Certificates shall
entitle the holders thereof to purchase such number of one-quarters of one share of Common Stock as shall be set forth therein
at the Purchase Price, but the number of such one-quarters of one share of Common Stock and the Purchase Price shall be subject
to adjustment as provided herein.


Section 5.
Countersignature and Registration.


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

8






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


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


(a)                
Subject to the other provisions of this Agreement, at any time after the Distribution Date
and prior to the Expiration Date, any Right Certificate or Right Certificates may be transferred, split up, combined or exchanged
for another Right Certificate or Right Certificates, entitling the registered holder to purchase a like number of one-quarters
of one share of Common Stock as the Right Certificate or Right Certificates surrendered then entitled such holder to purchase.
Any registered holder desiring to transfer, split up, combine or exchange any Right Certificate or Right Certificates shall make
such request in writing delivered to the Rights Agent, and shall surrender the Right Certificate or Right Certificates to be transferred,
split up, combined or exchanged at the office or agency of the Rights Agent designated for such purpose. Thereupon the Rights Agent
shall countersign and deliver to the Person entitled thereto a Right Certificate or Right Certificates, as the case may be, as
so requested. The Company may require payment 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 Right Certificates.


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


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


(a)                
Subject to Section 11(a)(ii) and except as otherwise provided herein, the Rights shall become
exercisable on the Distribution Date, and thereafter the registered holder of any Right Certificate may exercise the Rights evidenced
thereby in whole or in part upon surrender of the Right Certificate, with the form of election to purchase on the reverse side
thereof duly executed, to the Rights Agent at the office or agency of the Rights Agent designated for such purpose, together with
payment of the aggregate Purchase Price with respect to the total number of one-quarters of one share of Common Stock (or other
securities, cash or other assets, as the case may be) as to which the Rights are exercised, at any time which is both after the
Distribution Date and prior to the time (the "Expiration Date") that is the earliest of (i) the Close of Business on
April 13, 2013 (the "Final Expiration Date"), (ii) the time at which the Rights are redeemed as provided in Section
23 hereof (the "Redemption Date"), (iii) the closing of any merger or other acquisition transaction involving the Company
pursuant to an agreement of the type described in Section 1(c)(ii)(A)(z) at which time the Rights are terminated, or (iv) the time
at which such Rights are exchanged as provided in Section 24 hereof.

9







(b)                
The purchase price shall be initially $20 for each share of Common Stock purchasable upon
the exercise of a Right (the "Purchase Price"). The Purchase Price and the number of one-quarters of one share of Common
Stock or other securities or property to be acquired upon exercise of a Right 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
paragraph (c) of this Section 7.


(c)                
Except as otherwise provided herein, upon receipt of a Right Certificate representing exercisable
Rights, with the form of election to purchase duly executed, accompanied by payment of the aggregate Purchase Price for the shares
of Common Stock to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right
Certificate in accordance with Section 9 hereof, by certified check, cashier's check or money order payable to the order of Continental
Stock Transfer and Trust Company, the Rights Agent shall thereupon promptly (i) (A) requisition from any transfer agent of the
Common Stock, or make available if the Rights Agent is the transfer agent for the Common Stock, certificates for the number of
one-quarters of one share of Common Stock to be purchased, and the Company hereby irrevocably authorizes its transfer agent to
comply with all such requests, or (B) requisition from a depositary agent appointed by the Company depositary receipts representing
interests in such number of one-quarters of one share of Common Stock as are to be purchased (in which case certificates for the
Common Stock represented by such receipts shall be deposited by the transfer agent with the depositary agent), and the Company
hereby directs any such depositary agent to comply with such request, and (ii) promptly after receipt of such certificates or depositary
receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in
such name or names as may be designated by such holder.


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


(e)                
Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the
Company shall be obligated to undertake any action with respect to a registered holder of Rights upon the occurrence of any purported
transfer or exercise of Rights pursuant to Section 6 hereof or this Section 7 unless such registered holder shall have (i) completed
and signed the certificate contained in the form of assignment or form of election to purchase set forth on the reverse side of
the Rights Certificate surrendered for such transfer or exercise and (ii) provided such additional evidence of the identity of
the Beneficial Owner (or former Beneficial Owner) thereof as the Company shall reasonably request.

10






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


Section 9.
Availability of Shares of Common Stock.


(a)                
From and after such time as the Rights become exercisable, the Company shall use its best
efforts to cause all shares of Common Stock reserved for issuance upon the exercise of Rights to be listed or admitted to trading
on a national security exchange upon official notice of issuance upon such exercise.


(b)                
From and after such time as the Rights become exercisable, the Company shall use its best
efforts, if then necessary to permit the issuance of shares of Common Stock upon the exercise of Rights, to register and qualify
such shares of Common Stock under the Securities Act and any applicable state securities or "Blue Sky" laws (to the extent
exemptions therefrom are not available), cause such registration statement and qualifications to become effective as soon as possible
after such filing and keep such registration and qualifications effective (with a prospectus at all times meeting the requirements
of the Securities Act) until the earlier of the date as of which the Rights are no longer exercisable for such securities and the
Expiration Date. The Company may temporarily suspend, for a period of time not to exceed 90 days, the exercisability of the Rights
in order to prepare and file a registration statement under the Securities Act and permit it to become effective. Upon any such
suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended,
as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any provision of this Agreement
to the contrary, the Rights shall not be exercisable in any jurisdiction unless the requisite qualification in such jurisdiction
shall have been obtained and until a registration statement under the Securities Act shall have been declared effective, unless
an exemption therefrom is available.

11







(c)                
The Company covenants and agrees that it will take all such action as may be necessary to
ensure that all shares of Common Stock delivered upon exercise of Rights (or fractions thereof) shall, at the time of delivery
of the certificates therefor (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid
and nonassessable shares or fractions of a share, as the case may be.


(d)                
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 issuance or delivery of the Right Certificates
or of any one-quarters of one share of Common Stock 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 Right Certificates to a Person other than,
or the issuance or delivery of certificates or depositary receipts for the Common Stock in a name other than that of, the registered
holder of the Right Certificate evidencing Rights surrendered for exercise or to issue or deliver any certificates or depositary
receipts for Common Stock upon the exercise of any Rights until any such tax shall have been paid (any such tax being payable by
that holder of such Right Certificate at the time of surrender) or until it has been established to the Company's reasonable satisfaction
that no such tax is due.


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


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


(a)                
(i) In the event the Company shall at any time after the date of this Agreement (A) declare
and pay a dividend on the Common Stock payable in shares of Common Stock, (B) subdivide the outstanding Common Stock, (C) combine
the outstanding Common Stock into a smaller number of shares of Common Stock or (D) issue any shares of its capital stock in a
reclassification of the Common Stock (including any such reclassification in connection with a consolidation or merger in which
the Company is the continuing or surviving corporation), except as otherwise provided in this Section 11(a), the number and kind
of shares of capital stock issuable upon exercise of a Right as of the record date for such dividend or the effective date of such
subdivision, combination or reclassification shall be proportionately adjusted so that the holder of any Right exercised after
such time shall be entitled to receive the aggregate number and kind of shares of capital stock which, if such Right had been exercised
immediately prior to such date and at a time when the Common Stock transfer books of the Company were open, the holder would have
owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination or reclassification.

12






(ii)                
Subject to Section 24 of this Agreement, in the event any Person becomes an Acquiring Person
(the first occurrence of such event being referred to hereinafter as the "Flip-In Event"), then (A) the Purchase Price
shall be adjusted to be the Purchase Price in effect immediately prior to the Flip-In Event multiplied by the number of one-quarters
of a share of Common Stock for which a Right was exercisable immediately prior to such Flip-In Event, whether or not such Right
was then exercisable, and (B) each holder of a Right, except as otherwise provided in this Section 11(a)(ii) and Section 11(a)(iii)
hereof, shall thereafter have the right to receive, upon exercise thereof at a price equal to the Purchase Price (as so adjusted),
in accordance with the terms of this Agreement, such number of shares of Common Stock and/or fractions thereof as shall equal the
result obtained by dividing the Purchase Price (as so adjusted) by 50% of the current per share market price of the Common Stock
(determined pursuant to Section 11(d) hereof) on the date of such Flip-In Event; provided, however, that the Purchase
Price (as so adjusted) and the number of shares of Common Stock so receivable upon exercise of a Right shall, following the Flip-In
Event, be subject to further adjustment as appropriate in accordance with Section 11(f) hereof. Notwithstanding anything in this
Agreement to the contrary, however, from and after the Flip-In Event, any Rights that are beneficially owned by (x) any Acquiring
Person (or any Affiliate or Associate of any Acquiring Person), (y) a transferee of any Acquiring Person (or any such Affiliate
or Associate) who becomes a transferee after the Flip-In Event or (z) a transferee of any Acquiring Person (or any such Affiliate
or Associate) who became a transferee prior to or concurrently with the Flip-In Event pursuant to either (I) a transfer from the
Acquiring Person to holders of its equity securities or to any Person with whom it has any continuing agreement, arrangement or
understanding regarding the transferred Rights or (II) a transfer which the Board of Directors of the Company has determined
is part of a plan, arrangement or understanding which has the purpose or effect of avoiding the provisions of this paragraph, and
subsequent transferees of such Persons, shall be void without any further action and any holder of such Rights shall thereafter
have no rights whatsoever with respect to such Rights under any provision of this Agreement. The Company shall use all reasonable
efforts to ensure that the provisions of this Section 11(a)(ii) are complied with, but shall have no liability to any holder of
Right Certificates or other Person as a result of its failure to make any determinations with respect to an Acquiring Person or
its Affiliates, Associates or transferees hereunder. From and after the Flip-In Event, no Right Certificate shall be issued pursuant
to Section 3 or Section 6 hereof that represents Rights that are or have become void pursuant to the provisions of this paragraph,
and any Right Certificate delivered to the Rights Agent that represents Rights that are or have become void pursuant to the provisions
of this paragraph shall be canceled. From and after the occurrence of an event specified in Section 13(a) hereof, any Rights that
theretofore have not been exercised pursuant to this Section 11(a)(ii) shall thereafter be exercisable only in accordance with
Section 13 and not pursuant to this Section 11(a)(ii).

13







(iii)               
In the event that there shall not be sufficient shares of Common Stock issued but not outstanding
or authorized but unissued to permit the exercise in full of the Rights in accordance with the foregoing subparagraph (ii), the
Board of Directors of the Company shall, with respect to such deficiency, to the extent permitted by applicable law and any material
agreements then in effect to which the Company is a party, (A) determine the excess (such excess, the "Spread") of (1)
the value of the shares of Common Stock issuable upon the exercise of a Right in accordance with the foregoing subparagraph (ii)
(the "Current Value") over (2) the Purchase Price (as adjusted in accordance with the foregoing subparagraph (ii)), and
(B) with respect to each Right (other than Rights which have become void pursuant to the foregoing subparagraph (ii)), make adequate
provision to substitute for the shares of Common Stock issuable and/or fractions thereof in accordance with the foregoing subparagraph
(ii) upon exercise of the Right and payment of the Purchase Price (as adjusted in accordance therewith), (1) cash, (2) a reduction
in such Purchase Price, (3) debt securities of the Company, (4) other assets, or (5) any combination of the foregoing, having a
value which, when added to the value of the shares of Common Stock and/or fractions thereof issued upon exercise of such Right,
shall have an aggregate value equal to the Current Value (less the amount of any reduction in such Purchase Price), where such
aggregate value has been determined by the Board of Directors of the Company upon the advice of a nationally recognized investment
banking firm selected in good faith by the Board of Directors of the Company; provided, however, that if the Company
shall not make adequate provision to deliver value pursuant to clause (B) above within thirty (30) days following the Flip-In Event
(the date of the Flip-In Event being the "Section 11(a)(ii) Trigger Date"), then the Company shall be obligated to deliver,
to the extent permitted by applicable law and any material agreements then in effect to which the Company is a party, upon the
surrender for exercise of a Right and without requiring payment of such Purchase Price, shares of Common Stock (to the extent available),
and then, if necessary, an amount of cash, which shares and/or cash have an aggregate value equal to the Spread. If, upon the occurrence
of the Flip-In Event, the Board of Directors of the Company shall determine in good faith that it is likely that sufficient additional
shares of Common Stock could be authorized for issuance upon exercise in full of the Rights, then, if the Board of Directors of
the Company so elects, the thirty (30) day period set forth above may be extended to the extent necessary, but not more than ninety
(90) days after the Section 11(a)(ii) Trigger Date, in order that the Company may seek stockholder approval for the authorization
of such additional shares (such thirty (30) day period, as it may be extended, is herein called the "Substitution Period").
To the extent that the Company determines that some action need be taken pursuant to the first and/or second sentence of this Section
11(a)(iii), the Company (x) shall provide, subject to Section 11(a)(ii) hereof and the last sentence of this Section 11(a)(iii)
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 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
per share value of the shares of Common Stock shall be the current per share market price (as determined pursuant to Section 11(d)(i))
on the Section 11(a)(ii) Trigger Date shall be deemed to equal the current per share market price of the Common Stock. The Board
of Directors of the Company may, but shall not be required to, establish procedures to allocate the right to receive shares of
Common Stock upon the exercise of the Rights among the holders of Rights pursuant to this Section 11(a)(iii).

14







(b)                
In case the Company shall fix a record date for the issuance of rights, options or warrants
to all holders of Common Stock entitling them (for a period expiring within 45 calendar days after such record date) to subscribe
for or purchase Common Stock or securities convertible into Common Stock at a price per share of Common Stock (or having a conversion
price per share, if a security convertible into shares of Common Stock) less than the then current per share market price of the
Common Stock (determined pursuant to Section 11(d) hereof) on such record date, the Purchase Price to be in effect after such record
date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator
of which shall be the number of shares of Common Stock outstanding on such record date plus the number of shares of Common Stock
which the aggregate offering price of the total number of shares of Common Stock so to be offered (and/or the aggregate initial
conversion price of the convertible securities so to be offered) would purchase at such current market price, and the denominator
of which shall be the number of shares of Common Stock outstanding on such record date plus the number of additional shares of
Common Stock to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially
convertible); provided, however, that in no event shall the consideration to be paid upon the exercise of one Right
be less than the aggregate par value of the shares of capital stock of the Company issuable upon exercise of one Right. In case
such subscription price may be paid in a consideration part or all of which shall be in a form other than cash, the value of such
consideration shall be as determined in good faith by the Board of Directors of the Company, whose determination shall be described
in a statement filed with the Rights Agent. Shares of Common Stock (or convertible securities) 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 Purchase Price
shall be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed.


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

15








(d)                
(i)Except as otherwise provided herein, for the purpose of any computation hereunder,
the "current per share market price" of any security (a "Security" for the purpose of this Section 11(d)(i))
on any date shall be deemed to be the average of the daily closing prices per share of such Security for the 30 consecutive Trading
Days (as such term is hereinafter defined) immediately prior to 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 (A) a dividend or distribution on such Security payable in shares of such Security or securities convertible into such
shares, or (B) any subdivision, combination or reclassification of such Security, and prior to the expiration of 30 Trading Days
after the ex-dividend date for such dividend or distribution, or the record date for such subdivision, combination or reclassification,
then, and in each such case, the current per share market price shall be appropriately adjusted to reflect the 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 by
the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York
Stock Exchange or NASDAQ or, if the Security is not listed or admitted to trading on the New York Stock Exchange or NASDAQ, as
reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national
securities exchange on which the Security is listed or admitted to trading or, if the Security is not listed on a national securities
exchange, the last quoted price or, if not so quoted, the average of the high and low asked prices in the over-the-counter market
as reported by any system then in use, or, if not so quoted, 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 of Directors of the Company. The term "Trading
Day" shall mean a day on which the principal national securities exchange on which the Security is listed or admitted to trading
is open for the transaction of business or, if the Security is not listed or admitted to trading on any national securities exchange,
a Business Day.

16







(ii)                
For the purpose of any computation hereunder, if the Common Stock is publicly traded, the
"current per share market price" of the Common Stock shall be determined in accordance with the method set forth in Section
11(d)(i). If the Common Stock is not publicly traded, "current per share market price" shall mean the fair value per
share as determined in good faith by the Board of Directors of the Company, whose determination shall be described in a statement
filed with the Rights Agent.


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


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


(g)                
All Rights originally issued by the Company subsequent to any adjustment made to the Purchase
Price hereunder shall evidence the right to purchase, at the adjusted Purchase Price, the number of shares of Common Stock purchasable
from time to time hereunder upon exercise of the Rights, all subject to further adjustment as provided herein.


(h)                
Unless the Company shall have exercised its election as provided in Section 11(i), upon each
adjustment of the Purchase Price as a result of the calculations made in Sections 11(b) and 11(c), each Right outstanding immediately
prior to the making of such adjustment shall thereafter evidence the right to purchase, at the adjusted Purchase Price, that number
of shares of Common Stock (calculated to the nearest ten-thousandth of a share of Common Stock) obtained by (i) multiplying (x)
the number of shares purchasable upon the exercise of a Right immediately prior to such adjustment by (y) the Purchase Price in
effect immediately prior to such adjustment and (ii) dividing the product so obtained by the Purchase Price in effect immediately
after such adjustment.


(i)                  
The Company may elect on or after the date of any adjustment of the Purchase Price pursuant
to Sections 11(b) or 11(c) hereof to adjust the number of Rights, in substitution for any adjustment in the number of shares of
Common Stock 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 shares of Common Stock and/or fraction thereof for which a Right was exercisable immediately
prior to such adjustment. Each Right held of record prior to such adjustment of the number of Rights shall become that number of
Rights (calculated to the nearest ten-thousandth) obtained by dividing the Purchase Price in effect immediately prior to adjustment
of the Purchase Price by the Purchase Price in effect immediately after adjustment of the Purchase Price. The Company shall make
a public announcement of its election to adjust the number of Rights, indicating the record date for the adjustment, and, if known
at the time, the amount of the adjustment to be made. Such record date may be the date on which the Purchase Price is adjusted
or any day thereafter, but, if the Right Certificates have been issued, shall be at least 10 days later than the date of the public
announcement. If Right Certificates have been issued, upon each adjustment of the number of Rights pursuant to this Section 11(i),
the Company may, as promptly as practicable, cause to be distributed to holders of record of Right Certificates on such record
date Right Certificates evidencing, subject to Section 14 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 Right Certificates held by such holders prior to the date of adjustment, and upon surrender thereof, if
required by the Company, new Right Certificates evidencing all the Rights to which such holders shall be entitled after such adjustment.
Right Certificates so to be distributed shall be issued, executed and countersigned in the manner provided for herein and shall
be registered in the names of the holders of record of Right Certificates on the record date specified in the public announcement.

17







(j)                  
Irrespective of any adjustment or change in the Purchase Price or the number of shares of
Common Stock issuable upon the exercise of a Right, the Right Certificates theretofore and thereafter issued may continue to express
the Purchase Price and the number of shares of Common Stock which were expressed in the initial Right Certificates issued hereunder.


(k)                
Before taking any action that would cause an adjustment reducing the Purchase Price below
the then par value, if any, of the shares of Common Stock or other shares of capital stock issuable upon exercise of a Right, the
Company shall take any corporate action which may, in the opinion of its counsel, be necessary in order that the Company may validly
and legally issue fully paid and nonassessable shares of Common Stock or other such shares at such adjusted Purchase Price.


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

18







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


(n)                
Anything in this Agreement to the contrary notwithstanding, in the event that at any time
after the date of this Agreement and prior to the Distribution Date, the Company shall (i) declare and pay any dividend on the
Common Stock payable in Common Stock, or (ii) effect a subdivision, combination or consolidation of the Common Stock (by reclassification
or otherwise than by payment of a dividend payable in Common Stock) into a greater or lesser number of shares of Common Stock,
then, in each such case, the number of Rights associated with each share of Common Stock then outstanding, or issued or delivered
thereafter, shall be proportionately adjusted so that the number of Rights thereafter associated with each share of Common Stock
following any such event shall equal the result obtained by multiplying the number of Rights associated with each share of Common
Stock immediately prior to such event by a fraction the numerator of which shall be the total number of shares of Common Stock
outstanding immediately prior to the occurrence of such event and the denominator of which shall be the total number of shares
of Common Stock outstanding immediately following the occurrence of such event.


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


Section 12.
Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or
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 Common Stock a copy of such
certificate and (c) mail a brief summary thereof to each holder of a Right Certificate in accordance with Section 25 hereof (if
so required under Section 25 hereof). The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment
therein contained and shall not be deemed to have knowledge of any such adjustment unless and until it shall have received such
certificate.

19







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


(a)                
In the event, directly or indirectly, at any time after the Flip-In Event (i) the Company
shall consolidate with or shall merge into any other Person, (ii) any Person shall merge with and into the Company and the Company
shall be the continuing or surviving corporation of such merger and, in connection with such merger, all or part of the Common
Stock shall be changed into or exchanged for stock or other securities of any other Person (or of the Company) or cash or any other
property, 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 (other than the Company or one or more wholly-owned Subsidiaries of the
Company), then upon the first occurrence of such event, proper provision shall be made so that: (A) each holder of a Right (other
than Rights which have become void pursuant to Section 11(a)(ii) hereof) shall thereafter have the right to receive, upon the exercise
thereof at the Purchase Price (as theretofore adjusted in accordance with Section 11(a)(ii) hereof), in accordance with the terms
of this Agreement and in lieu of shares of Common Stock of the Company, such number of validly authorized and issued, fully paid,
non-assessable and freely tradeable shares of Common Stock of the Principal Party (as such term is hereinafter defined), not subject
to any liens, encumbrances, rights of first refusal or other adverse claims, as shall equal the result obtained by dividing the
Purchase Price (as theretofore adjusted in accordance with Section 11(a)(ii) hereof) by 50% of the current per share market price
of the Common Stock of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation,
merger, sale or transfer; provided, however, that the Purchase Price (as theretofore adjusted in accordance with
Section 11(a)(ii) hereof) 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(f) hereof to reflect any events occurring in
respect of the Common Stock of such Principal Party after the occurrence of such consolidation, merger, sale or transfer; (B) such
Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transfer, 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; and (D) such Principal Party shall take such steps (including, but not limited to, the reservation
of a sufficient number of its shares of Common Stock) in connection with such consummation of any such transaction as may be necessary
to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to the shares
of its Common Stock thereafter deliverable upon the exercise of the Rights; provided that, upon the subsequent occurrence of any
consolidation, merger, sale or transfer of assets or other extraordinary transaction in respect of such Principal Party, each holder
of a Right shall thereupon be entitled to receive, upon exercise of a Right and payment of the Purchase Price as provided in this
Section 13(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 Common Stock of the Principal Party receivable upon the exercise of a Right
pursuant to this Section 13(a), and such Principal Party shall take such steps (including, but not limited to, reservation of shares
of Common 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.

20







(b)                
"Principal Party" shall mean:


(i)                  
in the case of any transaction described in (i) or (ii) of the first sentence of Section 13(a)
hereof: (A) the Person that is the issuer of the securities into which the shares of Common Stock 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


(ii)                
in the case of any transaction described in (iii) of the first sentence of Section 13(a) 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 each Person that is a party to such transaction or transactions receives the same portion of the assets
or earning power so transferred or if the Person receiving the greatest portion of the assets or earning power cannot be determined,
whichever of such Persons is the issuer of Common Stock having the greatest aggregate market value of shares outstanding;


provided, however, that
in any such case described in the foregoing clause (b)(i) or (b)(ii), if the Common Stock of such Person is not at such time or
has 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 Common Stock of which is and has 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 all of which is and has been so registered, the term "Principal Party" shall refer to whichever of
such Persons is the issuer of Common Stock having the greatest aggregate market value of shares outstanding, or (3) if such Person
is owned, directly or indirectly, by a joint venture formed by two or more Persons that are not owned, directly or indirectly,
by the same Person, the rules set forth in clauses (1) and (2) above shall apply to each of the owners having an interest in the
venture as if the Person owned by the joint venture was a Subsidiary of both or all of such joint venturers, and the Principal
Party in each such case shall bear the obligations set forth in this Section 13 in the same ratio as its interest in such Person
bears to the total of such interests.


(c)                
The Company shall not consummate any consolidation, merger, sale or transfer referred to in
Section 13(a) hereof unless prior thereto the Company and the Principal Party involved therein shall have executed and delivered
to the Rights Agent an agreement confirming that the requirements of Sections 13(a) and (b) hereof shall promptly be performed
in accordance with their terms and that such consolidation, merger, sale or transfer of assets shall not result in a default by
the Principal Party under this Agreement as the same shall have been assumed by the Principal Party pursuant to Sections 13(a)
and (b) hereof and providing that, as soon as practicable after executing such agreement pursuant to this Section 13, the Principal
Party will:

21







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


(ii)                
use its best efforts, if the Common Stock of the Principal Party shall be listed or admitted
to trading on the New York Stock Exchange, NASDAQ or on another national securities exchange, to list or admit to trading (or continue
the listing of) the Rights and the securities purchasable upon exercise of the Rights on the New York Stock Exchange or such securities
exchange, or, if the Common Stock of the Principal Party shall not be listed or admitted to trading on the New York Stock Exchange,
NASDAQ or a national securities exchange, to cause the Rights and the securities receivable upon exercise of the Rights to be authorized
for quotation on any other system then in use;


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


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


(d)                
In case the Principal Party has a provision in any of its authorized securities or in its
certificate of incorporation or by-laws or other instrument governing its affairs, which provision would have the effect of (i)
causing such Principal Party to issue (other than to holders of Rights pursuant to this Section 13), in connection with, or as
a consequence of, the consummation of a transaction referred to in this Section 13, shares of Common Stock of such Principal Party
at less than the then current market price per share thereof (determined pursuant to Section 11(d) hereof) or securities exercisable
for, or convertible into, Common Stock of such Principal Party at less than such then current market price, or (ii) providing for
any special payment, tax or similar provision in connection with the issuance of the Common Stock of such Principal Party pursuant
to the provisions of Section 13, then, in such event, the Company hereby agrees with each holder of Rights that it shall not consummate
any such transaction unless prior thereto the Company and such Principal Party shall have executed and delivered to the Rights
Agent a supplemental agreement providing that the provision in question of such Principal Party shall have been canceled, waived
or amended, or that the authorized securities shall be redeemed, so that the applicable provision will have no effect in connection
with, or as a consequence of, the consummation of the proposed transaction.

22







(e)                
The Company covenants and agrees that it shall not, at any time after the Flip-In Event, enter
into any transaction of the type described in clauses (i) through (iii) of Section 13(a) hereof if (i) at the time of or immediately
after such consolidation, merger, sale, transfer or other transaction there are any rights, warrants or other instruments or securities
outstanding or agreements in effect which would substantially diminish or otherwise eliminate the benefits intended to be afforded
by the Rights, (ii) prior to, simultaneously with or immediately after such consolidation, merger, sale, transfer or other
transaction, the stockholders of the Person who constitutes, or would constitute, the Principal Party for purposes of Section 13(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.


Section 14.
Fractional Rights.


(a)                
The Company shall not be required to issue fractions of Rights (except prior to the Distribution
Date in accordance with Section 11(n) hereof) or to distribute Right Certificates which evidence fractional Rights. In lieu of
such fractional Rights, there shall be paid to the registered holders of the Right Certificates with regard to which such fractional
Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right.
For the purposes of this Section 14(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. The closing price
for any day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing
bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect
to securities listed or admitted to trading on the New York Stock Exchange or NASDAQ or, if the Rights are not listed or admitted
to trading on the New York Stock Exchange or NASDAQ, as reported in the principal consolidated transaction reporting system with
respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading
or, if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so
quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by any system then in use
or, if on any such date the Rights are not quoted by any such organization, the average of the closing bid and asked prices as
furnished by a professional market maker making a market in the Rights selected by the Board of Directors of the Company. If on
any such date no such market maker is making a market in the Rights, the fair value of the Rights on such date as determined in
good faith by the Board of Directors of the Company shall be used.


(b)                
The holder of a Right by the acceptance of the Right expressly waives his right to receive
any fractional Rights.

23







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 Right Certificates (and, prior to the Distribution
Date, the registered holders of the Common Stock); and any registered holder of any Right Certificate (or, prior to the Distribution
Date, of the Common Stock), without the consent of the Rights Agent or of the holder of any other Right Certificate (or, prior
to the Distribution Date, of the Common Stock), on his own behalf and for his own benefit, may enforce, and may institute and maintain
any suit, action or proceeding against the Company to enforce, or otherwise act in respect of, his right to exercise the Rights
evidenced by such Right Certificate (or, prior to the Distribution Date, such Common Stock) in the manner provided therein 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 Right Holders. Every holder of a Right, by accepting the same, consents and agrees with the Company and the
Rights Agent and with every other holder of a Right that:


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


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


(c)                
the Company and the Rights Agent may deem and treat the Person in whose name the Right Certificate
(or, prior to the Distribution Date, the Common Stock certificate (or Book Entry shares in respect of Common Stock)) is registered
as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the
Right Certificates or the Common Stock certificate (or notices provided to holders of Book Entry shares of Common Stock) made by
anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent, subject
to Section 7(e) hereof, shall be affected by any notice to the contrary.


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

24







Section 18.
Concerning the Rights Agent.


(a)                
The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered
by it hereunder 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 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 arising therefrom, directly or indirectly.


(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 Right Certificate
or certificate representing the Common Stock or any 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 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.


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


(a)                
Any entity into which the Rights Agent or any successor Rights Agent may be merged or with
which it may be consolidated, or any entity resulting from any merger or consolidation to which the Rights Agent or any successor
Rights Agent shall be a party, or any entity succeeding to the stock transfer or corporate trust powers of the Rights Agent or
any successor Rights Agent, shall be the successor to the Rights Agent under this Agreement without the execution or filing of
any paper or any further act on the part of any of the parties hereto; provided that such entity 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 Right Certificates shall have been countersigned but not delivered, any such
successor Rights Agent may adopt the countersignature of the predecessor Rights Agent and deliver such Right Certificates so countersigned;
and in case at that time any of the Right Certificates shall not have been countersigned, any successor Rights Agent may countersign
such Right Certificates either in the name of the predecessor Rights Agent or in the name of the successor Rights Agent; and in
all such cases such Right Certificates shall have the full force provided in the Right Certificates and in this Agreement.

25







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


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


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


(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 Right 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 Right Certificate (except its countersignature thereof); nor shall it be responsible for any breach by the
Company of any covenant or condition contained in this Agreement or in any Right Certificate; nor shall it be responsible for any
change in the exercisability of the Rights (including the Rights becoming void pursuant to Section 11(a)(ii) hereof) or any adjustment
in the terms of the Rights provided for in Sections 3, 11, 13, 23 and 24, 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 Right Certificates after receipt
of a certificate furnished pursuant to Section 12, 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 shares of Common Stock or other securities
to be issued pursuant to this Agreement or any Right Certificate or as to whether any shares of Common Stock or other securities
will, when issued, be validly authorized and issued, fully paid and nonassessable.

26







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


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

27






Section 21.
Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under
this Agreement upon 30 days' notice in writing mailed to the Company and to each transfer agent of the Common Stock by registered
or certified mail, and, following the Distribution Date, to the holders of the Right Certificates by first-class mail. The Company
may remove the Rights Agent or any successor Rights Agent upon 30 days' notice in writing, mailed to the Rights Agent or successor
Rights Agent, as the case may be, and to each transfer agent of the Common Stock by registered or certified mail, and, following
the Distribution Date, to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed
or shall otherwise become incapable of acting, the 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 it has been notified in writing
of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who shall,
with such notice, submit his Right Certificate for inspection by the Company), then the registered holder of any Right Certificate
may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether
appointed by the Company or by such a court, shall be a corporation organized and doing business under the laws of the United States
or the laws of any state of the United States or the District of Columbia, in good standing, having an office in the State of Delaware
or the State of New York, which is authorized under such laws to exercise corporate trust or stock transfer powers and is subject
to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined
capital and surplus of at least $50 million. After appointment, the successor Rights Agent shall be vested with the same powers,
rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor
Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute
and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any
such appointment the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of
the Common Stock, and, following the Distribution Date, mail a notice thereof in writing to the registered holders of the Right
Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the
legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the
case may be.


Section 22.
Issuance of New Right Certificates. Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary,
the Company may, at its option, issue new Right Certificates evidencing Rights in such forms as may be approved by its Board of
Directors to reflect any adjustment or change in the Purchase Price and the number or kind or class of shares or other securities
or property purchasable under the Right Certificates made in accordance with the provisions of this Agreement. In addition, in
connection with the issuance or sale of Common Stock following the Distribution Date and prior to the Expiration Date, the Company
may with respect to shares of Common Stock so issued or sold (i) pursuant to the exercise of stock options, (ii) under any employee
plan or arrangement, (iii) upon the exercise, conversion or exchange of securities, notes or debentures issued by the Company or
(iv) pursuant to a contractual obligation of the Company, in each case existing prior to the Distribution Date, issue Rights Certificates
representing the appropriate number of Rights in connection with such issuance or sale.

28







Section 23.
Redemption.


(a)                
The Board of Directors of the Company may, at any time prior to the Flip-In Event, redeem
all but not less than all the then outstanding Rights at a redemption price of $.01 per Right, appropriately adjusted to reflect
any stock split, stock dividend or similar transaction occurring in respect of the Common Stock after the date hereof (the redemption
price being hereinafter referred to as the "Redemption Price"). The redemption of the Rights may be made effective at
such time, on such basis and with such conditions as the Board of Directors of the Company in its sole discretion may establish.
The Redemption Price shall be payable, at the option of the Company, in cash, shares of Common Stock or such other form of consideration
as the Board of Directors of the Company shall determine.


(b)                
Immediately upon the action of the Board of Directors of the Company ordering the redemption
of the Rights pursuant to paragraph (a) of this Section 23 (or at such later time as the Board of Directors of the Company may
establish for the effectiveness of such redemption), and without any further action and without any notice, the right to exercise
the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. 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 such action of the Board
of Directors of the Company ordering the redemption of the Rights (or such later time as the Board of Directors of the Company
may establish for the effectiveness of such redemption), the Company shall mail a notice of redemption to all the holders of the
then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution
Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided
shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall state the method by
which the payment of the Redemption Price will be made.


Section 24.
Exchange.


(a)                
The Board of Directors of the Company may, at its option, at any time after the Flip-In Event,
exchange all or part of the then outstanding Rights (which shall not include Rights that have become void pursuant to the provisions
of Section 11(a)(ii) hereof) for shares of Common Stock at an exchange ratio of one-half of one share of Common Stock per Right,
appropriately adjusted in accordance with this Agreement or as determined in good faith by the Board to reflect any stock split,
stock dividend or similar transaction occurring in respect of the Common Stock after the date hereof (the "Exchange Ratio").
Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time
after an Acquiring Person shall have become the Beneficial Owner of 50% or more of the shares of the Common Stock then outstanding.
From and after the occurrence of an event specified in Section 13(a) hereof, any Rights that theretofore have not been exchanged
pursuant to this Section 24(a) shall thereafter be exercisable only in accordance with Section 13 and may not be exchanged pursuant
to this Section 24(a). The exchange of the Rights by the Board of Directors of the Company may be made effective at such time,
on such basis and with such conditions as the Board of Directors of the Company in its sole discretion may establish. Prior to
effecting an exchange pursuant to this Section 24, the Board of Directors may direct the Company to enter into a Trust Agreement
in such form and with such terms as the Board of Directors shall then approve (the "Trust Agreement"). If the Board of
Directors so directs, the Company shall enter into the Trust Agreement and shall issue to the trust created by such agreement (the
"Trust") all of the shares of Common Stock issuable pursuant to the exchange, and all Persons entitled to receive shares
pursuant to the exchange shall be entitled to receive such shares (and any dividends or distributions made thereon after the date
on which such shares are deposited in the Trust) only from the Trust and solely upon compliance with the relevant terms and provisions
of the Trust Agreement.

29







(b)                
Immediately upon the effectiveness of the action of the Board of Directors of the Company
ordering the exchange of any Rights pursuant to paragraph (a) of this Section 24 and without any further action and without any
notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to
receive that number of shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange
Ratio. The Company shall promptly give public notice of any such exchange; provided, however, that the failure to
give, or any defect in, such notice shall not affect the validity of such exchange. The Company shall promptly mail a notice of
any such exchange to all of the holders of the Rights so exchanged 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 shares of Common Stock for
Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange
shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of
Section 11(a)(ii) hereof) held by each holder of Rights.


(c)                
The Company may at its option substitute, and, in the event that there shall not be sufficient
shares of Common Stock issued but not outstanding or authorized but unissued to permit an exchange of Rights for Common Stock as
contemplated in accordance with this Section 24, the Company shall substitute to the extent of such insufficiency, for each share
of Common Stock that would otherwise be issuable upon exchange of a Right, consideration of any type described in Section 11(a)(iii)(A)
(or any combination thereof), which consideration shall have an aggregate current per share market price (determined pursuant to
Section 11(d) hereof) equal to the current per share market price of one share of Common Stock (determined pursuant to Section
11(d) hereof) as of the date of such exchange.

30







Section 25.
Notice of Certain Events. In case any event described in Section 11(a)(ii) or Section 13 shall occur then the Company shall
as soon as practicable thereafter give to each holder of a Right Certificate (or if occurring prior to the Distribution Date, the
holders of the Common Stock) in accordance with Section 26 hereof, a notice of the occurrence of such event, which notice shall
describe such event and the consequences of such event to holders of Rights under Section 11(a)(ii) and Section 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
Right Certificate to or on the Company shall be sufficiently given or made if sent by first-class mail, postage prepaid, addressed
(until another address is filed in writing with the Rights Agent) as follows:


Stratasys, Inc.


7665 Commerce Way


Eden Prairie, Minnesota 55344


Attention: Chief Financial Officer


 


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 Right Certificate
to or on the Rights Agent shall be sufficiently given or made if sent by first-class mail, postage prepaid, addressed (until another
address is filed in writing with the Company) as follows:


Continental Stock Transfer and Trust Company

17 Battery Place, 8th Floor

New York, NY 10004


Attention: Compliance Department


 


Notices or demands authorized by this
Agreement to be given or made by the Company or the Rights Agent to the holder of any Right Certificate 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. Except as provided in the penultimate sentence of this Section 27, for so long as the Rights
are then redeemable, the Company may in its sole and absolute discretion, and the Rights Agent shall if the Company so directs,
supplement or amend any provision of this Agreement in any respect without the approval of any holders of the Rights. At any time
when the Rights are no longer redeemable, except as provided in the penultimate sentence of this Section 27, the Company may, and
the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights,
provided that no such supplement or amendment may (a) adversely affect the interests of the holders of Rights as such (other
than an Acquiring Person or an Affiliate or Associate of an Acquiring Person), (b) cause this Agreement again to become amendable
other than in accordance with this sentence or (c) cause the Rights again to become redeemable. Notwithstanding anything contained
in this Agreement to the contrary, no supplement or amendment shall be made which changes the Redemption Price. Upon the delivery
of a certificate from an appropriate officer of the Company which states that the supplement or amendment is in compliance with
the terms of this Section 27, the Rights Agent shall execute such supplement or amendment, provided that any supplement or amendment
that does not amend Sections 18, 19, 20 or 21 hereof or this Section 27 in a manner adverse to the Rights Agent shall become effective
immediately upon execution by the Company, whether or not also executed by the Rights Agent.

31







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


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


Section 30.
Determinations and Actions by the Board of Directors. The Board of Directors of the Company shall have the exclusive power
and authority to administer this Agreement and to exercise the rights and powers specifically granted to the Board of Directors
of the Company or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without
limitation, the right and power to (i) interpret the provisions of this Agreement and (ii) make all determinations deemed necessary
or advisable for the administration of this Agreement (including, without limitation, a determination to redeem or not redeem the
Rights or to amend or not amend this Agreement). All such actions, calculations, interpretations and determinations that are done
or made by the Board of Directors of the Company in good faith shall be final, conclusive and binding on the Company, the Rights
Agent, the holders of the Rights, as such, and all other parties.


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.


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

32







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.


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.


[Signature Page Follows]

33







 


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


 


STRATASYS, INC.

 

By: /s/ Robert F. Gallagher          


       Name: Robert F. Gallagher


       Title: EVP & CFO



 


 


continental stock


transfer and trust 

company,

as Rights Agent

 

By: /s/ John Comer Sr.               


       Name: John Comer Sr.


       Title: Vice President


34







Exhibit A


Form of Right Certificate


 


Certificate No. R-______


 


NOT EXERCISABLE AFTER April
13, 2013 OR EARLIER IF REDEMPTION OR EXCHANGE OCCURS. THE RIGHTS ARE SUBJECT TO REDEMPTION AT $.01 PER RIGHT AND TO EXCHANGE
ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS OWNED
BY OR TRANSFERRED TO ANY PERSON WHO IS OR BECOMES AN ACQUIRING PERSON (AS DEFINED IN THE RIGHTS AGREEMENT) AND CERTAIN TRANSFEREES
THEREOF WILL BECOME NULL AND VOID AND WILL NO LONGER BE TRANSFERABLE.


 


 


RIGHT CERTIFICATE


 


STRATASYS, INC.


 


This certifies that ____________________________
or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof,
subject to the terms, provisions and conditions of the Rights Agreement, dated as of April 13, 2012, as the same may be amended
from time to time (the “Rights Agreement”), between Stratasys, Inc., a Delaware corporation (the “Company”),
and Continental Stock Transfer and Trust Company, as Rights Agent (the “Rights Agent”), to purchase from the Company
at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 P.M., New York City
time, on ___________, 20__ at the office or agency of the Rights Agent designated for such purpose, or of its successor as Rights
Agent, one-quarter of one fully paid non-assessable share of Common Stock, par value $.01 per share (the “Common Stock”),
of the Company at a purchase price of $20 per share of Common Stock (the “Purchase Price”), upon presentation and surrender
of this Right Certificate with the Form of Election to Purchase duly executed. The number of Rights evidenced by this Rights Certificate
(and the number of shares of Common Stock which may be purchased upon exercise hereof) set forth above, and the Purchase Price
set forth above, are the number and Purchase Price as of [_________], 20__ based on the Common Stock as constituted at such date.
As provided in the Rights Agreement, the Purchase Price, the number of shares of Common Stock (or other securities or property)
which may be purchased upon the exercise of the Rights and the number of Rights evidenced by this Right Certificate are subject
to modification and adjustment upon the happening of certain events.


 


This Right Certificate is
subject to all of the terms, provisions and conditions of the 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 the Right Certificates. Copies of the Rights Agreement are on file at the principal executive offices of the Company and the
above-mentioned office or agency of the Rights Agent. The Company will mail to the holder of this Right Certificate a copy of the
Rights Agreement without charge after receipt of a written request therefor.

A-1







 


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


 


Subject to the provisions
of the Rights Agreement, the Rights evidenced by this Certificate (i) may be redeemed by the Company at a redemption price of $.01
per Right or (ii) may be exchanged in whole or in part for shares of the Company’s Common Stock or other consideration.


 


No holder of this Right Certificate,
as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Common Stock or of any other
securities of the Company which may at any time be issuable on the exercise or exchange 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 stockholder of the
Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof,
or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders
(except as provided in the Rights Agreement) or to receive dividends or subscription rights, or otherwise, until the Right or Rights
evidenced by this Right Certificate shall have been exercised or exchanged as provided in the Rights Agreement.


 


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


 


WITNESS the facsimile signature
of the proper officers of the Company and its corporate seal. Dated as of _________ __, 20__.


 


STRATASYS, INC.


 


 


 


By:_________________________________


     [Name]


     [Title]


 

A-2







ATTEST:


 


 


 


____________________________________


[Name]


[Title]


 


 


Countersigned:


 


 


[________], as Rights Agent


 


 


 


By__________________________________


[Name]


[Title]


 

A-3







 


Form of Reverse Side of Right Certificate


 


FORM OF ASSIGNMENT


 


(To be executed by the registered holder if
such


holder desires to transfer the Right Certificate)


 


FOR VALUE RECEIVED __________________________
hereby sells, assigns and transfers unto


_________________________________________________________________________

_________________________________________________________________________

_________________________________________________________________________

 


(Please print name and address of transferee)


 


_______ Rights represented by this Right Certificate,
together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________


Attorney, to transfer said Rights on the books
of the within-named Company, with full power of substitution.


 


Dated: ____________________________


 


 


 


____________________________________


Signature


 


Signature Guaranteed:


 


 


Signatures must be guaranteed by a bank, trust
company, broker, dealer or other eligible institution participating in a recognized signature guarantee medallion program.


 


........................................................................................................................


(To be completed)


 


The undersigned hereby certifies that the Rights
evidenced by this Right Certificate are not beneficially owned by, were not acquired by the undersigned from, and are not being
assigned to an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement).


 


 


 


____________________________________


Signature

A-4







 


Form of Reverse Side of Right Certificate -
continued


 


FORM OF ELECTION TO PURCHASE


 


(To be executed if holder desires to exercise


Rights represented by the Rights Certificate)


 


To STRATASYS, INC.


 


The undersigned hereby irrevocably
elects to exercise ________ Rights represented by this Right Certificate to purchase the shares of Common Stock (or other securities
or property) issuable upon the exercise of such Rights and requests that certificates for such shares of Common Stock (or such
other securities) be issued in the name of:


 


_________________________________________________________________________


(Please print name and address)


 


_________________________________________________________________________


 


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


 


Please insert social security


or other identifying number


 


_________________________________________________________________________


(Please print name and address)


 


_________________________________________________________________________


 


Dated:________________________


 


 


____________________________________


Signature


 


(Signature must conform to holder specified
on Right Certificate)


 


Signature Guaranteed:


 


Signature must be guaranteed
by a bank, trust company, broker, dealer or other eligible institution participating in a recognized signature guarantee medallion
program.

A-5






 


 


Form of Reverse Side of Right Certificate -
continued


 


_________________________________________________________________________


(To be completed)


 


The undersigned certifies
that the Rights evidenced by this Right Certificate are not beneficially owned by, and were not acquired by the undersigned from,
an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement).


 


 


 


____________________________________


Signature


 


_________________________________________________________________________


 


 


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 upon the face of this Right
Certificate in every particular, without alteration or enlargement or any change whatsoever.


 


In the event the certification
set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, such Assignment
or Election to Purchase will not be honored.

A-6







Exhibit B


 


UNDER CERTAIN CIRCUMSTANCES, AS SET
FORTH IN THE RIGHTS AGREEMENT, RIGHTS OWNED BY OR TRANSFERRED TO ANY PERSON WHO IS OR BECOMES AN ACQUIRING PERSON (AS DEFINED IN
THE RIGHTS AGREEMENT) AND CERTAIN TRANSFEREES THEREOF WILL BECOME NULL AND VOID AND WILL NO LONGER BE TRANSFERABLE.


SUMMARY OF RIGHTS TO PURCHASE


SHARES OF COMMON STOCK OF


STRATASYS, INC.


 


On April 13, 2012,
the Board of Directors of Stratasys, Inc. (the "Company") declared a dividend of one common share purchase right (a "Right")
for each outstanding share of common stock, par value $.01 per share, of the Company (the "Common Stock"). The dividend
is payable on April 26, 2012 (the "Record Date") to the stockholders of record on that date. Each Right entitles the
registered holder to purchase from the Company one-quarter of one share of Common Stock at a price of $20 per share of Common Stock
(the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement
dated as of April 13, 2012, as the same may be amended from time to time (the "Rights Agreement"), between the Company
and Continental Stock Transfer and Trust Company, as Rights Agent (the "Rights Agent").


Until the earlier
to occur of (i) 10 business days following a public announcement that a person or group of affiliated or associated persons (with
certain exceptions, an "Acquiring Person") has acquired beneficial ownership of 10% or more of the outstanding shares
of Common Stock or (ii) 10 business days (or such later date as may be determined by action of the Board of Directors of the Company
prior to such time as any person or group of affiliated persons becomes an Acquiring Person) following the commencement of, or
announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial
ownership by a person or group of 10% or more of the outstanding shares of Common Stock (the earlier of such dates being called
the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock certificates outstanding
as of the Record Date, by such Common Stock certificate together with this Summary of Rights.


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

B-1






The Rights are not
exercisable until the Distribution Date. The Rights will expire on April 13, 2013 (the "Final Expiration Date"), unless
the Final Expiration Date is advanced or extended or unless the Rights are earlier redeemed or exchanged by the Company, in each
case as described below.


The Purchase Price
payable, and the number of shares of Common Stock and/or fractions thereof or other securities or property issuable, upon exercise
of the Rights is subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision,
combination or reclassification of, the Common Stock, (ii) upon the grant to holders of the Common Stock of certain rights or warrants
to subscribe for or purchase Common Stock at a price, or securities convertible into Common Stock with a conversion price, less
than the then-current market price of the Common Stock or (iii) upon the distribution to holders of the Common Stock of evidences
of indebtedness or assets (excluding regular periodic cash dividends or dividends payable in Common Stock) or of subscription rights
or warrants (other than those referred to above).


The number of outstanding
Rights is subject to adjustment in the event of a stock dividend on the Common Stock payable in shares of Common Stock or subdivisions,
consolidations or combinations of the Common Stock occurring, in any such case, prior to the Distribution Date.


In the event that
any person or group of affiliated or associated persons becomes an Acquiring Person, each holder of a Right, other than Rights
beneficially owned by the Acquiring Person (which will thereupon become void), will thereafter have the right to receive upon exercise
of a Right that number of shares of Common Stock having a market value of two times the exercise price of the Right.


In the event that,
after a person or group has become an Acquiring Person, the Company is acquired in a merger or other business combination transaction
or 50% or more of its consolidated assets or earning power are sold, proper provisions will be made so that each holder of a Right
(other than Rights beneficially owned by an Acquiring Person which will have become void) will thereafter have the right to receive
upon the exercise of a Right that number of shares of common stock of the person with whom the Company has engaged in the foregoing
transaction (or its parent) that at the time of such transaction have a market value of two times the exercise price of the Right.

B-2







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


With certain exceptions,
no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such
Purchase Price.


At any time prior
to the time an Acquiring Person becomes such, the Board of Directors of the Company may redeem the Rights in whole, but not in
part, at a price of $.01 per Right (the "Redemption Price") payable, at the option of the Company, in cash, shares of
Common Stock or such other form of consideration as the Board of Directors of the Company shall determine. The redemption of the
Rights may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company in its
sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and
the only right of the holders of Rights will be to receive the Redemption Price.


For so long as the
Rights are then redeemable, the Company may, except with respect to the Redemption Price, amend the Rights Agreement in any manner.
After the Rights are no longer redeemable, the Company may, except with respect to the Redemption Price, amend the Rights Agreement
in any manner that does not adversely affect the interests of holders of the Rights.


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


A copy of the Rights
Agreement has been filed with the Securities and Exchange Commission as an Exhibit to a Registration Statement on Form 8-A dated
April __, 2012. A copy of the Rights Agreement is available free of charge from the Company. This summary description of the Rights
does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, as the same may be amended
from time to time, which is hereby incorporated herein by reference.

B-3