EXHIBIT 4.1


 








EXECUTION
VERSION







 


 


 


 


 


 


 


 


 


 


 


 


PERICOM SEMICONDUCTOR CORPORATION


 


and


 


COMPUTERSHARE TRUST COMPANY, N.A., as Rights
Agent


 


Rights
Agreement


 


 


 


Dated as of March 6, 2012


 


 


 


 


 


 


 






    	 



    	 



    
  


RIGHTS AGREEMENT


 


 


This Rights Agreement
(the “Agreement”), is made as of March 6, 2012, by and between Pericom Semiconductor
Corporation, a California corporation (the “Company”), and Computershare Trust Company, N.A.,
as Rights Agent (the “Rights Agent”).


 


RECITALS


 


WHEREAS, the Company and the Rights Agent (as
successor to EquiServe Trust Company, N.A.) entered into a Rights Agreement (the “Previous Rights Plan”), dated
as of March 6, 2002, pursuant to which the rights granted thereunder expire by their terms on March 6, 2012; and


 


WHEREAS, the Board
of Directors of the Company (the “Board of Directors”) authorized and declared a dividend of one Preferred Share
purchase right (a “Right” and, collectively, the “Rights”) with respect to each Common Share
(as defined in Section 1.6 below) outstanding as of the close of business on March 6, 2012 (the
“Record Date”) and has authorized the issuance, upon the terms and subject to the conditions hereinafter set
forth, of one Right in respect of each Common Share issued after the Record Date, each Right representing the right to purchase
a fraction of a share of Series D Junior Participating Preferred Shares of the Company (the “Preferred
Shares”), having the rights, powers and preferences as set forth in the Amended and Restated Certificate of Designation
attached hereto as Exhibit A, upon the terms and subject to the conditions hereinafter set forth.


 


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


 


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


 


1.1. “Acquiring Person”
shall mean any Person (as such term is hereinafter defined) who or which, together with all Affiliates and Associates (as such
terms are hereinafter defined) of such Person, shall be the Beneficial Owner (as such term is hereinafter defined) of fifteen percent
(15%) or more of the Common Shares of the Company then outstanding but shall not include:


 


(a)an Exempt Person (as such term is hereinafter
defined); or


 


(b)any Person who or which, together with
all Affiliates and Associates of such Person, is the Beneficial Owner of fifteen percent (15%) or more of the Common Shares outstanding
as of the date hereof (an “Existing Holder”), unless and until such time as such Existing Holder becomes the
Beneficial Owner of any additional Common Shares (other than pursuant to a dividend or distribution paid or made by the Company
on the outstanding Common Shares in Common Shares or pursuant to a split or subdivision of the outstanding Common Shares), unless,
upon becoming the Beneficial Owner of such additional Common Shares, such Person is not the Beneficial Owner of fifteen percent
(15%) or more of the Common Shares then outstanding.


 


Notwithstanding the foregoing, no Person shall
become an “Acquiring Person”:


 


(a)as the result of an acquisition of Common
Shares by the Company which, by reducing the number of shares outstanding, increases the proportionate number of shares Beneficially
Owned by such Person to fifteen percent (15%) or more of the Common Shares of the Company then outstanding; provided, however,
that if a Person shall become the Beneficial Owner of fifteen percent (15%) or more of the Common Shares of the Company then outstanding
solely by reason of share purchases by the Company and shall, after such share purchases by the Company, become the Beneficial
Owner of one or more additional Common Shares of the Company (other than pursuant to a dividend or distribution paid or made by
the Company on the outstanding Common Shares in Common Shares or pursuant to a split or subdivision of the outstanding Common Shares),
then such Person shall be deemed to be an “Acquiring Person” unless upon becoming the Beneficial Owner of such
additional Common Shares such Person does not Beneficially Own fifteen percent (15%) or more of the Common Shares then outstanding;
or


 






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(b)Notwithstanding the foregoing, if the
Board of Directors determines in good faith that a Person who would otherwise be an “Acquiring Person,” as defined
pursuant to the foregoing provisions of this Section 1.1, has become such inadvertently (including, without limitation, because
(A) such Person was unaware that it Beneficially Owned a percentage of the Common Shares 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
Shares but had no actual knowledge of the consequences of such Beneficial Ownership under this Agreement), and without any intention
of changing or influencing control of the Company, and such Person divests, as soon as practicable (as determined, in good faith,
by the Board of Directors), a sufficient number of Common Shares so that such Person would no longer be an Acquiring Person, as
defined pursuant to the foregoing provisions of this Section 1.1 (or, solely in the case of Derivative Common Shares (as such
term is hereinafter defined), such Person terminates the subject derivative transaction or transactions or disposes of the subject
derivative security or securities, or establishes to the satisfaction of the Board of Directors that such Derivative Common Shares
are not held with any intention of changing or influencing control of the Company), then such Person shall not be deemed to be
or have become an “Acquiring Person” at any time for any purposes of this Agreement.


 


For all purposes of this Agreement, any calculation
of the number of Common Shares outstanding at any particular time, including for purposes of determining the particular percentage
of such outstanding Common Shares of which any Person is the Beneficial Owner, shall include Common Shares deemed to be Beneficially
Owned by the Person in accordance with Section 1.3, but shall not include any other unissued Common Shares which may be issuable
pursuant to any agreement, arrangement or understanding, or upon exercise of conversion rights, warrants or options, or otherwise.


 


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


 


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


 


(i) which such Person or any of such Person’s
Affiliates or Associates beneficially owns, directly or indirectly (as determined pursuant to Rule 13d-3 of the General Rules and
Regulations under the Exchange Act as in effect on the date of this Agreement);


 


(ii) which such Person or any of such Person’s
Affiliates or Associates, directly or indirectly, has:


 






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(A) the right to acquire (whether such right
is exercisable immediately, or only after the passage of time, compliance with regulatory requirements, fulfillment of a condition
or otherwise) pursuant to any agreement, arrangement or understanding, whether or not in writing (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, 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 or exchange, (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 3.1 or Section 22 (the
“Original Rights”) or pursuant to Section 11.9 or Section 11.15 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 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 prior to such
Person becoming an Acquiring Person the Board of Directors has approved such agreement and determined that such Person shall not
be or be deemed to be the Beneficial Owner of such securities within the meaning of this Section 1.3; or 


 


(B) through any written or oral agreement,
or arrangement, relationship, understanding or otherwise has or shares the power to vote, or direct the voting of such securities;
provided, however, that a Person shall not be deemed the Beneficial Owner of, or to Beneficially Own, any security
under this clause (B) if the agreement, arrangement or understanding to vote such security (1) arises solely from a revocable
proxy or consent given to such Person in response to a public proxy or consent solicitation made pursuant to, and in accordance
with, the applicable rules and regulations of the Exchange Act and (2) is not also then reportable on Schedule 13D under the
Exchange Act (or any comparable or successor report);


 


(iii) which are Beneficially Owned, directly
or indirectly, by any other Person (or any Affiliate or Associate thereof) 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 voting pursuant to a revocable proxy or consent as described in the proviso to Section 1.3(ii)(B))
or disposing of any securities of the Company with any other Person that Beneficially Owns, or whose Affiliates or Associates Beneficially
Own, directly or indirectly, such securities; or


 


(iv) after the date hereof, that are the subject
of a derivative transaction entered into by such Person, or derivative security acquired by such Person, which gives such Person
the economic equivalent of ownership of an amount of such securities due to the fact that the value of the derivative is explicitly
determined by reference to the price or value of such securities, without regard to whether (a) such derivative conveys any
voting rights in such securities to such Person, (b) the derivative is required to be, or capable of being, settled through
delivery of such securities, or (c) such Person may have entered into other transactions that hedge the economic effect of
such derivative. In determining the number of Common Shares deemed Beneficially Owned by virtue of the operation of this Section 1.3(iv),
the subject Person shall be deemed to Beneficially Own (without duplication) the number of Common Shares that are synthetically
owned pursuant to such derivative transactions or such derivative securities. Such Common Shares that are deemed so Beneficially
Owned pursuant to the operation of this Section 1.3(iv) shall be referred to herein as “Derivative Common Shares.”


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 





	
        Term
	 	
        Section

	Adjustment Shares	 	11.1.2
	Agreement	 	Preamble
	Board of Directors	 	Recitals
	common share equivalent	 	11.1.3
	Company	 	Preamble
	current per share market price	 	11.4
	Current Value	 	11.1.3
	Derivative Common Shares	 	1.3
	Distribution Date	 	3.1
	equivalent preferred shares	 	11.2
	Exchange Act	 	1.2
	Exchange Ratio	 	27.1
	Existing Holder	 	1.1
	Expiration Date	 	7.1
	Final Expiration Date	 	7.1
	NYSE	 	9
	Original Rights	 	1.3
	Preferred Shares	 	Recitals
	Principal Party	 	13.2
	Prior Agreement	 	Recitals
	Purchase Price	 	7.2
	Record Date	 	Recitals
	Redemption Date	 	7.1
	Redemption Price	 	23.1
	Redemption Resolution	 	23.2
	Right	 	Recitals
	Right Certificate	 	3.1
	Rights Agent	 	Preamble
	Security	 	11.4
	Special Meeting	 	23.2
	Special Meeting Notice	 	23.2
	Special Meeting Period	 	23.2
	Spread	 	11.1.3
	Substitution Period	 	11.1.3
	Summary of Rights	 	3.2
	Trading Day	 	11.4
	Trust	 	27.1
	Trust Agreement	 	27.1
	 		 	







 






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Section 2. Appointment of Rights Agent.
The Company hereby appoints the Rights Agent to act as rights agent for the Company in accordance with the terms and conditions
hereof, and the Rights Agent hereby accepts such appointment. The Company may from time to time appoint such co-Rights Agents as
it may deem necessary or desirable, upon five (5) Business Days prior written notice to the Rights Agent The Rights Agent shall
have no duty to supervise, and shall in no event be liable for, the acts or omissions of any such co-Rights Agent. In the event
the Company appoints one or more co-Rights Agents, the respective duties of the Rights Agent and any co-Rights Agent shall be as
the Company shall determine.


 


Section 3. Issuance of Right Certificates.


 


3.1. Rights Evidenced by Share Certificates.
Until the close of business on the earlier of (i) the tenth day after the Share Acquisition Date or (ii) the tenth Business
Day (or such later date as may be determined by the Board of Directors prior to such time as any Person becomes an Acquiring Person)
after the date of the commencement of, or first public announcement of the intent of any Person (other than an Exempt Person) to
commence, a tender or exchange offer the consummation of which would result in any Person (other than an Exempt Person) becoming
the Beneficial Owner of Common Shares aggregating fifteen percent (15%) or more of the then outstanding Common Shares of the Company
(the earlier of (i) and (ii) being herein referred to as the “Distribution Date”), (x) the Rights
(unless earlier expired, redeemed or terminated) will be evidenced (subject to the provisions of Section 3.2) by the certificates
for Common Shares registered in the names of the holders thereof (which certificates for Common Shares shall also be deemed to
be Right Certificates) and not by separate certificates, and (y) the Rights (and the right to receive certificates therefor)
will be transferable only in connection with the transfer of the underlying Common Shares. Notwithstanding the preceding sentence,
prior to the occurrence of a Distribution Date specified as a result of an event described in clause (ii) (or such later Distribution
Date as the Board of Directors may select pursuant to this sentence), the Board of Directors may, in its discretion, postpone,
one or more times, the Distribution Date which would occur as a result of an event described in clause (ii) beyond the date
set forth in such clause (ii). The Company shall promptly notify the Rights Agent of any such postponement.  As soon
as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign and the Company
(or, if requested and provided with all necessary information, the Rights Agent) will send, by first-class, insured, postage-prepaid
mail, to each record holder of Common Shares 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, one or
more certificates for Rights, in substantially the form of Exhibit B hereto (a “Right Certificate”),
evidencing one Right (subject to adjustment as provided herein) for each Common Share so held. As of the Distribution Date, the
Rights will be evidenced solely by such Right Certificates. The Company shall notify the Rights Agent in writing upon the occurrence
of the Distribution Date and, if such notification is given orally, the Company shall promptly confirm same in writing to the Rights
Agent.


 






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3.2. Summary of Rights. On the
Record Date, or as soon as practicable thereafter, the Company will send a summary of the Rights substantially in the form of Exhibit
C hereto (the “Summary of Rights”), by first-class, postage prepaid mail, to each record holder of the Common
Shares as of the close of business on the Record Date at the address of such holder shown on the records of the Company. With respect
to certificates for Common Shares outstanding as of the close of business of the Record Date, until the Distribution Date (or the
earlier Expiration Date), the Rights will be evidenced by such certificates for Common Shares registered in the names of the holders
thereof together with a copy of the Summary of Rights. Until the Distribution Date (or the earlier Expiration Date), the
surrender for transfer of any certificate for Common Shares outstanding at the close of business on the date hereof, with or without
a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the Common Shares represented
thereby.


 


3.3. New Certificates After the Date
Hereof. Rights shall be issued in respect of all Common Shares issued or disposed of (including, without limitation, upon disposition
of Common Shares out of treasury stock or issuance or reissuance of Common Shares out of authorized but unissued shares) after
the Record Date but prior to the earlier date of the Distribution Date and the Expiration Date, or in certain circumstances provided
in Section 22 hereof, after the Distribution Date. Certificates for Common Shares which become outstanding (whether upon issuance
out of authorized but unissued Common Shares, disposition out of treasury or transfer or exchange of outstanding Common Shares)
after the Record Date but prior to the earliest of the Distribution Date or the Expiration Date, shall have impressed, printed,
stamped, written or otherwise affixed onto them a legend in substantially the following form:


 


This certificate also evidences and entitles the
holder hereof to certain rights as set forth in a Rights Agreement between Pericom Semiconductor Corporation (the “Company”)
and Computershare Trust Company, N.A., as Rights Agent (the “Rights Agent”), dated as of March 6, 2012, 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.
As described in the Rights Agreement, Rights issued to any Person who becomes an Acquiring Person or an Affiliate or Associate
thereof (as defined in the Rights Agreement) and certain related persons, whether currently held by or on behalf of such Person
or by any subsequent holder, shall become null and void and will no longer be transferable.


 


With respect to such certificates containing the foregoing legend,
until the Distribution Date (or the earlier Expiration Date), the Rights associated with the Common Shares represented by such
certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificates, except as
otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Shares represented thereby.
In the event that the Company purchases or acquires any Common Shares after the Record Date but prior to the Distribution Date,
any Rights associated with such Common Shares shall be deemed canceled and retired so that the Company shall not be entitled to
exercise any Rights associated with the Common Shares which are no longer outstanding.


 






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Notwithstanding this Section 3.3, the
omission of a legend shall not 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, certification and assignment to be printed on the reverse
thereof) shall be substantially the same as Exhibit B hereto and may have such marks of identification or designation and
such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the
provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant
thereto or with any rule or regulation of any stock exchange or trading system on which the Rights may from time to time be listed
or quoted, or to conform to usage. Subject to the terms and conditions hereof, the Right Certificates shall entitle the holders
thereof to purchase such number of one one-thousandth of a Preferred Share as shall be set forth therein at the price per one one-thousandth
of a Preferred Share set forth therein at the Purchase Price, but the number of such one one-thousandths of a Preferred Share and
the Purchase Price shall be subject to adjustment as provided herein.


 


Section 5. Countersignature and Registration.
The Right Certificates shall be executed on behalf of the Company by its Chairman of the Board of Directors, Chief Executive Officer,
its President, its Chief Financial Officer or any Executive Vice President (regardless of designation) 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 or any Assistant Secretary of the Company or by such officers as the Board of Directors shall designate, either manually
or by facsimile signature. The Right Certificates shall be countersigned, either manually or by facsimile signature, by an authorized
signatory of the Rights Agent, but it shall not be necessary for the same signatory to countersign all of the Right Certificates
hereunder. No Right Certificate shall be valid for any purpose unless so countersigned. In case any officer of the Company who
shall have signed any of the Right Certificates shall cease to be such officer of the Company before countersignature by the Rights
Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, may be countersigned by the Rights Agent,
and issued and delivered by the Company with the same force and effect as though the person who signed such Right Certificates
had not ceased to be such officer of the Company; and any Right Certificate may be signed on behalf of the Company by any person
who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right
Certificate, although at the date of the execution of this Agreement any such person was not such an officer.


 


Following the Distribution Date, the Rights
Agent will keep or cause to be kept, at its 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, the certificate number of each of the Right Certificates
and the date of each of the Right Certificates.


 


 


Section 6. Transfer, Split Up, Combination
and Exchange of Right Certificates; Mutilated, Destroyed, Lost or Stolen Right Certificates. Subject to the provisions of Section 11.1.2
and Section 14, at any time after the close of business on the Distribution Date, and at or prior to the close of business
on the Expiration Date, any Right Certificate or Right Certificates (other than Right Certificates representing Rights that have
become null and void pursuant to Section 11.1.2 or that have been exchanged pursuant to Section 27) may be transferred,
split up or combined or exchanged for another Right Certificate or Right Certificates, entitling the registered holder to purchase
a like number of one one-thousandths of a Preferred Share as the Right Certificate or Right Certificates surrendered then entitled
such holder to purchase. Any registered holder desiring to transfer, split up or combine or exchange any Right Certificate shall
make such request in writing delivered to the Rights Agent, and shall surrender, together with any required form of assignment
and certificate duly completed, the Right Certificate or Right Certificates to be transferred, split up or combined or exchanged
at the office of the Rights Agent designated for such purpose. The Right Certificates are transferable only on the registry books
of the Rights Agent. Neither the Rights Agent nor the Company shall be obligated to take any action whatsoever with respect to
the transfer of any such surrendered Right Certificate or Right Certificates until the registered holder shall have completed and
signed the certificate contained in the form of assignment on the reverse side of such Right Certificate or Right Certificates
and shall have provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates
or Associates thereof as the Company shall reasonably request.  Thereupon the Rights Agent shall countersign and deliver
to the person entitled thereto a Right Certificate or Right Certificates, as the case may be, as so requested. The Company may
require payment from the holders of Right Certificates of a sum sufficient to cover any tax or governmental charge that may be
imposed in connection with any transfer, split up or combination or exchange of such Right Certificates. The Rights Agent shall
have no duty or obligation to take any action under any Section of this Agreement which requires the payment by a holder of Rights
of applicable taxes and governmental charges unless and until it is satisfied that all such taxes and/or governmental charges have
been paid.


 






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


 


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


 


7.1. Exercise
of Rights. Except as provided herein, the Rights shall become exercisable on the Distribution Date, and thereafter the registered
holder of any Right Certificate may, subject to Section 11.1.2 and except as otherwise provided herein, exercise the Rights
evidenced thereby in whole or in part upon surrender of the Right Certificate, with the form of election to purchase and certification
on the reverse side thereof duly and properly executed, to the Rights Agent at the office of the Rights Agent or agency of the
Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price for the total number of one one-thousandths
of a Preferred Share (or other securities, cash or other assets) 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 Eastern Daylight Time on March 6, 2022 (the “Final Expiration Date”),
(ii) the time at which the Rights are redeemed as provided in Section 23 (the “Redemption Date”),
(iii) the closing of any merger or other acquisition transaction involving the Company pursuant to an agreement of the type
described in Section 13.3 at which time the Rights are deemed terminated, or (iv) the time at which the Rights are exchanged
as provided in Section 27. 


 


7.2. Purchase. The purchase price
(the “Purchase Price”) for each one one-thousandth a Preferred Share pursuant to the exercise of a Right shall
be initially $46.23, shall be subject to adjustment from time to time as provided in Sections 11 and 13 and shall be payable in
lawful money of the United States of America in accordance with Section 7.3.


 






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


 


7.4. Partial Exercise. 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 Rights remaining unexercised shall be issued by
the Rights Agent and delivered to the registered holder of such Right Certificate or to his duly authorized assigns, subject to
the provisions of Section 14.


 


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


 


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


 






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


 


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


 


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


 


From and after such time as the Rights become
exercisable, the Company shall use its best efforts, if then necessary to permit the issuance of Preferred Shares upon the exercise
of Rights, to register and qualify such Preferred Shares 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
ninety (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 (if required) shall have been declared effective, unless an exemption therefrom is available.


 


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


 






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


 


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


 


11.1. Post-Execution Events.


 


11.1.1. Corporate Dividends, Reclassifications,
Etc. In the event the Company shall at any time after the date of this Agreement (A) declare and pay a dividend on the
Preferred Shares payable in Preferred Shares, (B) subdivide the outstanding Preferred Shares, (C) combine the outstanding
Preferred Shares into a smaller number of Preferred Shares or (D) issue any shares of its capital stock in a reclassification
of the Preferred Shares (including any such reclassification in connection with a consolidation or merger in which the Company
is the continuing or surviving corporation), except as otherwise provided in this Section 11.1, the Purchase Price in effect
at the time of the record date for such dividend or of the effective date of such subdivision, combination or reclassification,
and the number and kind of shares of capital stock issuable on such date, shall be proportionately adjusted so that the holder
of any Right exercised after such time shall be entitled to receive the aggregate number and kind of shares of capital stock which,
if such Right had been exercised immediately prior to such date and at a time when the Preferred Shares transfer books of the Company
were open, he would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination
or reclassification. If an event occurs which would require an adjustment under both Section 11.1.1 and Section 11.1.2,
the adjustment provided for in this Section 11.1.1 shall be in addition to, and shall be made prior to, the adjustment required
pursuant to, Section 11.1.2.


 






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11.1.2. Acquiring
Person Events; Triggering Events. Subject to Sections 23.1 and 27, in the event that a Trigger Event occurs, then, from and
after the first occurrence of such event, each holder of a Right, except as provided below, shall thereafter have a right to receive,
upon exercise thereof at a price per Right equal to the then current Purchase Price multiplied by the number of one one-thousandths
of a Preferred Share for which a Right is then exercisable (without giving effect to this Section 11.1.2), in accordance with
the terms of this Agreement and in lieu of Preferred Shares, such number of Common Shares as shall equal the result obtained by
(x) multiplying the then current Purchase Price by the then number of one one-thousandths of a Preferred Share for which a
Right is then exercisable (without giving effect to this Section 11.1.2) and (y) dividing that product by fifty percent
(50%) of the current per share market price of the Common Shares (determined pursuant to Section 11.4) on the first of the
date of the occurrence of, or the date of the first public announcement of, a Trigger Event (the “Adjustment Shares”);
provided that the Purchase Price and the number of Adjustment Shares shall thereafter be subject to further adjustment as
appropriate in accordance with Section 11.6.  Notwithstanding
the foregoing, upon the occurrence of a Trigger Event, any Rights that are or were acquired or Beneficially Owned by (1) any
Acquiring Person or any Associate or Affiliate thereof, (2) a transferee of any Acquiring Person (or of any such Associate
or Affiliate) who becomes a transferee after the Acquiring Person becomes such, or (3) a transferee of any Acquiring Person
(or of any such Associate or Affiliate) who becomes a transferee prior to or concurrently with the Acquiring Person becoming such
and receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person to
holders of equity interests in such Acquiring Person or to any Person with whom the Acquiring Person has any continuing agreement,
arrangement or understanding regarding the transferred Rights or (B) a transfer which the Board of Directors has determined
is part of a plan, arrangement or understanding which has as a primary purpose or effect avoidance of this Section 11.1.2,
and subsequent transferees, shall become null and void without any further action, and any holder (whether or not such holder is
an Acquiring Person or an Associate or Affiliate of an Acquiring Person) of such Rights shall thereafter have no right to exercise
such Rights under any provision of this Agreement or otherwise. From and after the Trigger Event, no Right Certificate shall be
issued pursuant to Section 3 or Section 6 that represents Rights that are or have become null and 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
null and void pursuant to the provisions of this paragraph shall be canceled.


 


The Company shall notify the Rights Agent when
this Section 11.1.2 applies and shall use all reasonable efforts to ensure that the provisions of this Section 11.1.2
are complied with, but neither the Company nor the Rights Agent shall have any liability to any holder of Right Certificates or
other Person as a result of the Company’s failure to make any determinations with respect to any Acquiring Person or its
Affiliates, Associates or transferees hereunder.


 


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


 


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


 






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11.2. Dilutive Rights Offering.
In case the Company shall fix a record date for the issuance of rights, options or warrants to all holders of Preferred Shares
entitling them (for a period expiring within forty-five (45) calendar days after such record date) to subscribe for or purchase
Preferred Shares (or securities having the same rights, privileges and preferences as the Preferred Shares (“equivalent
preferred shares”)) or securities convertible into Preferred Shares or equivalent preferred shares at a price per Preferred
Share or per share of equivalent preferred shares (or having a conversion or exercise price per share, if a security convertible
into or exercisable for Preferred Shares or equivalent preferred shares) less than the current per share market price of the Preferred
Shares (as determined pursuant to Section 11.4) on such record date, the Purchase Price to be in effect after such record
date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator
of which shall be the number of Preferred Shares and shares of equivalent preferred shares outstanding on such record date plus
the number of Preferred Shares and shares of equivalent preferred shares which the aggregate offering price of the total number
of Preferred Shares and/or shares of equivalent preferred shares to be offered (and/or the aggregate initial conversion price of
the convertible securities so to be offered) would purchase at such current per share market price and the denominator of which
shall be the number of Preferred Shares and shares of equivalent preferred shares outstanding on such record date plus the number
of additional Preferred Shares and/or shares of equivalent preferred shares 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, whose determination shall be described in a statement filed with the Rights Agent and shall be binding on the Rights
Agent and the holders of the Rights. Preferred Shares and shares of equivalent preferred shares owned by or held for the account
of the Company or any Subsidiary of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustments
shall be made successively whenever such a record date is fixed; and in the event that such rights or warrants are not so issued,
the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed.


 






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11.3. Distributions. In case the
Company shall fix a record date for the making of a distribution to all holders of the Preferred Shares (including any such distribution
made in connection with a consolidation or merger in which the Company is the continuing or surviving corporation) of evidences
of indebtedness, cash, securities or assets (other than a regular periodic cash dividend or a dividend payable in Preferred Shares
(which dividend, for purposes of this Agreement, shall be subject to the provisions of Section 11.1.1)) or convertible securities,
or subscription rights or warrants (excluding those referred to in Section 11.2), the Purchase Price to be in effect after
such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction,
the numerator of which shall be the current per share market price of the Preferred Shares (as determined pursuant to Section 11.4)
on such record date, less the fair market value (as determined in good faith by the Board of Directors, whose determination shall
be described in a statement filed with the Rights Agent) of the portion of the cash, assets, securities or evidences of indebtedness
so to be distributed or of such subscription rights or warrants applicable to one Preferred Share and the denominator of which
shall be such current per share market price of the Preferred Shares (as determined pursuant to Section 11.4) provided,
however, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par
value of the shares of capital stock of the Company issuable upon exercise of one Right. Such adjustments shall be made successively
whenever such a record date is fixed; and in the event that such distribution is not so made, the 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.


 






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11.4. Current Per Share Market Value.


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 






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


 


11.11. Adjusted
Purchase Price Below Par Value. Before taking any action that would cause an adjustment reducing the Purchase Price
below the par value, if any, of the number of one one-thousandths of a Preferred Share issuable upon exercise of the Rights, the
Company shall take any corporate action that may, in the opinion of its counsel, be necessary in order that the Company may validly
and legally issue fully paid and nonassessable such number of one one-thousandths of a Preferred Share at such adjusted Purchase
Price.


 


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


 


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


 






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


 


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


 


Section 12. Certificate of Adjusted
Purchase Price or Number of Shares. Whenever an adjustment is made or any event affecting the Rights or their exercisability
(including without limitation an event which causes Rights to become null and void) occurs as provided in Sections 11 or 13, the
Company shall (a) promptly prepare a certificate setting forth such adjustment, and a brief, reasonably detailed statement
of the facts, computations and methodology accounting for such adjustment, (b) promptly file with the Rights Agent and with
each transfer agent for the Common Shares or the Preferred Shares a copy of such certificate and (c) mail a brief summary
thereof to each holder of a Right Certificate in accordance with Section 25. 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 or any such event unless and until it shall have received such a certificate.


 


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


 


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


 






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


 






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(2) use its best efforts, if the Common Shares
of the Principal Party shall be listed or admitted to trading on 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 NASDAQ or
such securities exchange, or, if the Common Shares of the Principal Party shall not be listed or admitted to trading on 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 NASDAQ or on such other system then in use;


 


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


 


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


 


In case the Principal Party has provision in
any of its authorized securities or in its articles or certificate of incorporation or by-laws or other instrument governing its
corporate affairs, which provision would have the effect of (i) causing such Principal Party to issue (other than to holders
of Rights pursuant to this Section 13), in connection with, or as a consequence of, the consummation of a transaction referred
to in this Section 13, Common Shares or common share equivalents of such Principal Party at less than the then current market
price per share thereof (determined pursuant to Section 11.4) or securities exercisable for, or convertible into, Common Shares
or common share equivalents of such Principal Party at less than such then current market price (other than to holders of Rights
pursuant to this Section 13), or (ii) providing for any special payment, taxes or similar provision in connection with
the issuance of the Common Shares 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.


 


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


 


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


 






    	- 22 -



    	 



    
 


(i) in the case of any transaction described
in (A) or (B) of the first sentence of Section 13.1: (i) the Person that is the issuer of the securities into
which the Common Shares are converted in such merger or consolidation, or, if there is more than one such issuer, the issuer the
Common Shares of which have the greatest aggregate market value of shares outstanding, or (ii) if no securities are so issued,
(x) the Person that is the other party to the merger, if such Person survives said merger, or, if there is more than one such
Person, the Person the Common Shares 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 (C) of the first sentence in Section 13.1, the Person that is the party receiving the greatest portion of the assets
or earning power transferred pursuant to such transaction or transactions, or, if each Person that is a party to such transaction
or transactions receives the same portion of the assets or earning power so transferred or if the Person receiving the greatest
portion of the assets or earning power cannot be determined, whichever of such Persons is the issuer of Common Shares having the
greatest aggregate market value of shares outstanding; provided, however, that in any such case described in the
foregoing clause (i) or (ii) of this Section 13.2, if the Common Shares of such Person are not at such time or have
not been continuously over the preceding 12-month period registered under Section 12 of the Exchange Act, then (1) if
such Person is a direct or indirect Subsidiary of another Person the Common Shares of which are and have been so registered, the
term “Principal Party” shall refer to such other Person, or (2) if such Person is a Subsidiary, directly or indirectly,
of more than one Person, the Common Shares of all of which are and have been so registered, the term “Principal Party”
shall refer to whichever of such Persons is the issuer of Common Shares having the greatest aggregate market value of shares outstanding,
or (3) if such Person is owned, directly or indirectly, by a joint venture formed by two or more Persons that are not owned,
directly or indirectly, by the same Person, the rules set forth in clauses (1) and (2) above shall apply to each of the
owners having an interest in the venture as if the Person owned by the joint venture was a Subsidiary of both or all of such joint
venturers, and the Principal Party in each such case shall bear the obligations set forth in this Section 13 in the same ratio
as its interest in such Person bears to the total of such interests.


 


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


 


Section 14. Fractional Rights and Fractional
Shares.


 


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


 






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


 


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


 


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


 


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


 






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


 


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 Shares;


 


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


 


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


 


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


 






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


 


The Rights Agent shall be authorized and protected
and shall incur no liability for or in respect of any action taken, suffered or omitted by it in connection with its acceptance
and administration of this Agreement and the exercise and performance of its duties hereunder, in reliance upon any Right Certificate
or certificate for the Preferred Shares or the Common Shares or for other securities of the Company, instrument of assignment or
transfer, power of attorney, endorsement, affidavit, letter, notice, instruction, direction, consent, certificate, statement, or
other paper or document believed by it to be genuine and to be 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. The Rights Agent
shall not be deemed to have knowledge of any event of which it was supposed to receive notice thereof hereunder, and the Rights
Agent shall be fully protected and shall incur no liability for failing to take any action in connection therewith unless and until
it has received such notice.


 


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


 


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


 






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


 


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


 


20.1. Legal Counsel. The Rights
Agent may consult with legal counsel selected by it (who may be legal counsel for the Company or an employee of the Rights Agent),
and the advice or opinion of such counsel shall be full and complete authorization and protection to the Rights Agent in respect
of any action taken, suffered or omitted by it in the absence of gross negligence, bad faith and willful misconduct and
in accordance with such opinion.


 


20.2. Certificates as to Facts or Matters.
Whenever in the performance of its duties under this Agreement the Rights Agent shall deem it necessary or desirable that any fact
or matter (including without limitation, the identity of an Acquiring Person and the determination of the current per share market
price of any security) be proved or established by the Company prior to taking, suffering or omitting to take any action hereunder,
such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively
proved and established by a certificate signed by any one of the Chairman of the Board of Directors, the President and Chief Executive
Officer, the Chief Financial Officer or the Secretary of the Company and delivered to the Rights Agent; and such
certificate shall be full and complete authorization and protection to the Rights Agent and the Rights Agent shall incur no liability
for or in respect of any action taken, suffered or omitted by it under the provisions of this Agreement in reliance upon such certificate.


 


20.3. Standard of Care. 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


 


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


 


20.5. No Responsibility as to Certain
Matters. The Rights Agent shall not be under any responsibility or have any liability 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 null and void pursuant to Section 11.1.2) or any change or adjustment
required under the provisions of Sections 3, 11, 13, 23 or 27 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 the
certificate described in Section 12 hereof; nor shall it by any act hereunder be deemed to make any representation or warranty
as to the authorization or reservation of any Preferred Shares or other securities to be issued pursuant to this Agreement or any
Right Certificate or as to whether any Preferred Shares will, when so issued, be validly authorized and issued, fully paid and
nonassessable.


 






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


 


20.7. Authorized Company Officers.
The Rights Agent is hereby authorized and directed to accept instructions with respect to the performance of its duties hereunder
from any one of the Chairman of the Board of Directors, the Chief Executive Officer, the President, the Chief Financial Officer
or the Secretary of the Company, and to apply to such officers for advice or instructions in connection with its duties
under this Agreement, and such instructions shall be full authorization and protection to the Rights Agent and the Rights Agent
shall not be liable for or in respect of any action taken, suffered or omitted to be taken by it 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
to be taken by the Rights Agent 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, 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 (5) Business
Days after the date any such 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 of 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.


 


20.8. Freedom to Trade in Company Securities.
The Rights Agent and any shareholder, affiliate, 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 the Rights Agent were
not Rights Agent under this Agreement. Nothing herein shall preclude the Rights Agent or any such shareholder, affiliate, director,
officer or employee from acting in any other capacity for the Company or for any other Person.


 


20.9. Reliance on Attorneys and Agents.
The Rights Agent may execute and exercise any of the rights or powers hereby vested in it or perform any duty hereunder either
itself or by or through its attorneys or agents, and the Rights Agent shall not be answerable or accountable for any act, default,
neglect or misconduct of any such attorneys or agents or for any loss to the Company or any other Person resulting from any such
act, default, neglect or misconduct, in the selection and continued employment thereof.


 






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20.10. Incomplete Certificate.
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), the Rights Agent shall not take
any further action with respect to such requested exercise or transfer without first consulting with the Company.


 


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


 


Section 21.
Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under
this Agreement upon thirty (30) days’ notice in writing mailed to the Company and, in the event that the Rights Agent
or one of its Affiliates is not also the transfer agent for the Company, to each transfer agent of the Common Shares and/or Preferred
Shares known to the Rights Agent, as applicable, by registered or certified mail. In the event the transfer agency relationship
in effect between the Company and the Rights Agent terminates, the Rights Agent will be deemed to have resigned automatically and
be discharged from its duties under this Agreement as of the effective date of such termination, and the Company shall be responsible
for sending any required notice. Following the Distribution Date, the Company shall promptly notify the holders of the Right Certificates
by first-class mail of any such resignation. In the event the transfer agency relationship in effect between the Company and the
Rights Agent terminates, the Rights Agent will be deemed to have resigned automatically and be discharged from its duties under
this Agreement as of the effective date of such termination, and the Company shall be responsible for sending any required notice.
The Company may remove the Rights Agent or any successor Rights Agent upon thirty (30) days’ 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 Shares and/or Preferred
Shares, as applicable, by registered or certified mail, and to the holders of the Right Certificates by first-class mail. If the
Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor
to such Rights Agent. If the Company shall fail to make such appointment within a period of thirty (30) days after giving
notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated
Rights Agent or by the holder of a Right Certificate (who shall, with such notice, submit his Right Certificate for inspection
by the Company), then the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment
of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (i) a Person
organized and doing business under the laws of the United States or of any state of the United States or the District of Columbia
in good standing, which is authorized under such laws to exercise share transfer powers and is subject to supervision or examination
by Federal or state authority and which has, together with its Affiliates, at the time of its appointment as Rights Agent a combined
capital and surplus of at least $50 million or (ii) an Affiliate of such Person.
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 Shares and/or Preferred Shares, as applicable,
and, following the Distribution Date, mail a notice thereof in writing to the registered holders of the Right Certificates. Failure
to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity
of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.


 






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


 


Section 23. Redemption.


 


23.1. Right
to Redeem. The Board of Directors may, at its option, at any time prior to a Trigger Event, redeem all but not less than all
of the then outstanding Rights at a redemption price of $0.001 per Right, appropriately adjusted to reflect any stock split,
stock dividend, recapitalization or similar transaction occurring after the date hereof (such redemption price being hereinafter
referred to as the “Redemption Price”), and the Company may, at its option, pay the Redemption Price in Common
Shares (based on the “current per share market price,” determined pursuant to Section 11.4, of the Common Shares
at the time of redemption), cash or any other form of consideration deemed appropriate by the Board of Directors.
The redemption of the Rights by the Board of Directors may be made effective at such time, on
such basis and subject to such conditions as the Board of Directors in its sole discretion may establish. 


 


23.2. Redemption
Procedures. Immediately upon the action of the Board of Directors ordering the redemption of the Rights pursuant to Section
23.1 (or at such later time as the Board of Directors may establish for the effectiveness of such redemption) or, in either case,
without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter
of the holders of Rights shall be to receive the Redemption Price for each Right so held. The Company shall promptly give public
notice of any such redemption (with prompt notice thereof to the Rights Agent); provided, however, that the failure
to give, or any defect in, any such notice shall not affect the legality or validity of such redemption. Within ten (10) days after
such action of the Board of Directors so ordering the redemption of the Rights pursuant to Section 23.1 or Section 23.2, 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 Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives
the notice. Each such notice of redemption shall state the method by which the payment of the Redemption Price will be made.



 






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Section 24.
Notice of Certain Events. In case the Company shall propose at any time after the earlier of the Share Acquisition Date
and the Distribution Date (a) to pay any dividend payable in stock of any class to the holders of Preferred Shares or to make
any other distribution to the holders of Preferred Shares (other than a regular periodic cash dividend), or (b) to offer to
the holders of Preferred Shares rights or warrants to subscribe for or to purchase any additional Preferred Shares or shares of
stock of any class or any other securities, rights or options, or (c) to effect any reclassification of its Preferred Shares
(other than a reclassification involving only the subdivision of outstanding Preferred Shares), or (d) to effect the liquidation,
dissolution or winding up of the Company, or (e) to declare or pay any dividend on the Common Shares payable in Common Shares
or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment
of dividends in Common Shares), then, in each such case, the Company shall give to the Rights Agent and to the extent feasible
to each holder of a Right Certificate, in accordance with Section 25, a notice of such proposed action, which shall specify
the record date for the purposes of such stock dividend, distribution of rights or warrants, or the date on which such reclassification,
consolidation, liquidation, dissolution, winding up or combination is to take place and the date of participation therein by the
holders of the Preferred Shares and/or Common Shares, if any such date is to be fixed, and such notice shall be so given in the
case of any action covered by clause (a) or (b) above at least ten (10) days prior to the record date for determining
holders of the Preferred Shares for purposes of such action, and in the case of any such other action, at least ten (10) days
prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Preferred
Shares and/or Common Shares, whichever shall be the earlier. The failure to give notice required by this section or any
defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action.


 


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


 


Notwithstanding anything in this Agreement
to the contrary, prior to the Distribution Date a filing by the Company with the Securities and Exchange Commission shall constitute
sufficient notice to the holders of securities of the Company, including the Rights, for purposes of this Agreement and no other
notice need be given.


 


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


 


Pericom Semiconductor Corporation


3545 North First Street


San Jose, California 95134


Attention: Chief Financial Officer


 


with a copy to (such copy shall not constitute notice):


 


Baker & McKenzie LLP


Two Embarcadero Center, 11th Floor


San Francisco, CA 94111


Attention: Stephen J. Schrader


 






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


 


Computershare Trust Company, N.A.


250 Royall Street


Canton, MA 02021


Attention: Client Services


 


Notices or demands authorized by this Agreement to be given or made
by the Company or the Rights Agent to the holder of any Right Certificate (or, prior to the Distribution Date, to the holder of
any certificate representing Common Shares) shall be sufficiently given or made if sent by first-class mail, postage-prepaid, addressed
to such holder at the address of such holder as shown on the registry books of the Company.


 


Section 26. Supplements and Amendments.
For so long as the Rights are then redeemable, the Company may in its sole and absolute discretion, and the Rights Agent shall,
if the Company so directs but subject to the other provisions of this Section, supplement or amend any provision of this Agreement
in any respect without the approval of any holders of Rights or Common Shares. From and after the time that the Rights are no longer
redeemable, the Company may, and the Rights Agent shall, if the Company so directs but subject to the other provisions of this
Section, from time to time supplement or amend this Agreement without the approval of any holders of Rights; provided, however,
that no such supplement or amendment shall adversely affect the interests of the holders of Rights as such (other than an Acquiring
Person or an Affiliate or Associate of an Acquiring Person), and no such supplement or amendment may cause the Rights again to
become redeemable or cause this Agreement again to become amendable other than in accordance with this sentence; provided
further, that the right of the Board of Directors to extend the Distribution Date shall not require any amendment or supplement
hereunder. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement
or amendment is in compliance with the terms of this Section 26, the Rights Agent shall execute such supplement or amendment.
Notwithstanding anything contained in this Agreement to the contrary, the Rights Agent may, but shall not be obligated to,
enter into any supplement or amendment that adversely affects the Rights Agent’s own rights, duties, obligations or immunities
under this Agreement.


 


Section 27. Exchange.


 


27.1. Exchange of Common Shares
for Rights. The Board of Directors may, at its option, at any time after the occurrence
of a Trigger Event, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have
become null and void pursuant to the provisions of Section 11.1.2) for Common Shares at an exchange ratio of one Common Share per
Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring in respect of the Common
Shares after the date hereof (such amount per Right being hereinafter referred to as the “Exchange Ratio”).
Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange
at any time after an Acquiring Person shall have become the Beneficial Owner of Common Shares aggregating 50% or more of the Common
Shares then outstanding. From and after the occurrence of an event specified in Section 13.1 hereof, any Rights that theretofore
have not been exchanged pursuant to this Section 27.1 shall thereafter be exercisable only in accordance with Section 13 and may
not be exchanged pursuant to this Section 27.1. The exchange of the Rights by the Board of Directors
may be made effective at such time, on such basis and with such conditions as the Board of Directors
in its sole discretion may establish. Prior to effecting an exchange pursuant to this Section 27, the Board of Directors of
the Company may direct the Company to enter into a trust agreement in such form and with such terms as the Board of Directors of
the Company shall then approve (the “Trust Agreement”).  If the Board of Directors of the Company so directs,
the Company shall enter into the Trust Agreement and shall issue to the trust created by such agreement (the “Trust”)
all of the Common Shares, fractional Preferred Shares or other securities, if any, issuable pursuant to the exchange, and all Persons
entitled to receive such shares or other securities (and any dividends or distributions made thereon after the date on which such
shares or other securities are deposited in the Trust) shall be entitled to receive such only from the Trust and solely upon compliance
with the relevant terms and provisions of the Trust Agreement.


 






    	- 32 -



    	 



    
 


27.2. Exchange
Procedures. Immediately upon the effectiveness of the action of the Board of Directors ordering the exchange of any
Rights pursuant to paragraph (a) of this Section 27 and without any further action and without any notice, the right to exercise
such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Common
Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall 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 Common Shares for Rights will be effected and, in the event of any partial
exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of
Rights (other than Rights which have become null and void pursuant to the provisions of Section 11.1.2 hereof) held by each holder
of Rights.


 


27.3. Insufficient
Shares. The Company may at its option substitute, and, in the event that there shall not be a sufficient number of Common
Shares issued but not outstanding or authorized but unissued to permit an exchange of Rights for Common Shares as contemplated
in accordance with this Section 27, the Company shall substitute to the extent of such insufficiency, for each Common Share that
would otherwise be issuable upon exchange of a Right, a number of Preferred Shares or fraction thereof (or equivalent number of
Preferred Shares, as such term is defined in Section 11.2) such that the current per share market price (determined pursuant to
Section 11.4) of one Preferred Share (or the equivalent number of Preferred Shares) multiplied by such number or fraction is equal
to the current per share market price of one Common Share (determined pursuant to Section 11.4) as of the date of such exchange.


 


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 Shares) any legal or equitable right, remedy
or claim under this Agreement; but this Agreement shall be for the sole and exclusive benefit of the Company, the Rights Agent
and the registered holders of the Right Certificates (and, prior to the Distribution Date, the Common Shares).


 






    	- 33 -



    	 



    
 


Section 30.
Determination and Actions by the Board of Directors. The Board of Directors 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 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 with respect to the redemption or exchange
of the Rights or to amend this Agreement). All such actions, calculations, interpretations and determinations that are done or
made by the Board of Directors in good faith shall (x) be final, conclusive and binding on the Company, the Rights Agent,
the holders of the Rights, as such, and all other Persons and (y) not subject the Board of Directors to any liability to
the holders of the Common Shares or the Rights.


 


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 California
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, provided, however, that all provisions regarding the rights, duties
and obligations of the Rights Agent shall be governed by and construed in accordance with the laws of the State of Delaware applicable
to contracts made and to be performed entirely within such State.


 


Section 33. Counterparts. This
Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an
original, and all such counterparts shall together constitute but one and the same instrument.


 


Section 34. Descriptive Headings.
Descriptive headings of the several Sections of this Agreement are inserted for convenience only and shall not control or affect
the meaning or construction of any of the provisions hereof.


 


Section 35. Force
Majeure. Notwithstanding anything to the contrary contained herein, the Rights Agent shall not be liable for any delays or
failures in performance resulting from acts beyond its reasonable control including, without limitation, acts of God, terrorist
acts, shortage of supply, breakdowns or malfunctions, interruptions or malfunction of computer facilities, or loss of data due
to power failures or mechanical difficulties with information storage or retrieval systems, labor difficulties, war, or civil unrest.


 


 


 


[This space
intentionally left blank.]


 






    	- 34 -



    	 



    
 


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


 


 





	PERICOM SEMICONDUCTOR CORPORATION
	 	 
	
         

        By
	 	
         

         

	
         

        Name:
	 	
         

         

	
         

        Title:
	 	
         

         








 


 











	COMPUTERSHARE TRUST COMPANY, N.A.

AS RIGHTS AGENT
	 	 
	
         

        By
	 	
         

         

	
         

        Name:
	 	
         

         

	
         

        Title:
	 	
         

         








  


 


 


 


 


 


Signature Page to Rights Agreement


 






    	 



    	 



    
 


EXHIBIT A


AMENDED AND RESTATED CERTIFICATE OF DETERMINATION


SERIES D JUNIOR PARTICIPATING PREFERRED SHARES
OF


PERICOM SEMICONDUCTOR CORPORATION


Pursuant to Section
401 of the Corporations Code of the State of California:


We, Alex Chi-Ming
Hui, President and Chief Executive Officer, and John Chi-Hung Hui, Secretary, of Pericom Semiconductor Corporation, a corporation
organized and existing under the laws of California (hereinafter called the “Corporation”), do hereby certify as follows:


1.                 
On March 6, 2002, the Board of Directors of the Corporation adopted a resolution designating 400,000 shares of Preferred
Stock as Series D Junior Participating Preferred Stock.


2.                 
No shares of Series D Junior Participating Preferred Stock have been issued.


3.                 
Pursuant to the authority conferred upon the Board of Directors by the Articles of Incorporation of the Corporation, the
following resolution was duly adopted by the Board of Directors on March 6, 2012 amending and restating the terms and provisions
of the Series D Junior Participating Preferred Stock:


RESOLVED FURTHER,
That the Board of Directors, to implement the Rights, pursuant to the authority vested in the Board of Directors of this Corporation
in accordance with the provisions of its Articles of Incorporation, hereby amends and restates the designation
and number of shares and fixes the relative rights, preferences, privileges and restrictions and preferences, and qualifications,
limitations and restrictions of its previously designated Series D Junior Participating Preferred Stock
as follows


“Series
D Junior Participating Preferred Stock:


Paragraph
1.         Designation
and Amount. The shares of such series shall be designated as “Series D Junior Participating Preferred Stock” (the
“Series D Preferred Stock”) and the number of shares constituting the Series D Preferred Stock shall be 400,000. Such
number of shares may be increased or decreased by resolution of the Board of Directors; provided, that no decrease shall reduce
the number of shares of Series D Preferred Stock to a number less than the number of shares then outstanding plus the number of
shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding
securities issued by the Corporation convertible into Series D Preferred Stock.


Paragraph
2.         Dividends
and Distributions.


(A)             
Subject to the rights of the holders of any shares of any series of Preferred Stock (or any similar stock) ranking prior
and superior to the Series D Preferred Stock with respect to dividends, the holders of shares of Series D Preferred Stock, in preference
to the holders of Common Stock, no par value (the “Common Stock”), of the Corporation, and of any other junior stock,
shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose,
dividends payable in cash (each payment date determined by the Board of Directors being referred to herein as a “Dividend
Payment Date”), commencing on the first Dividend Payment Date after the first issuance of a share or fraction of a share
of Series D Preferred Stock, in an amount per share (subject to the provision for adjustment hereinafter set forth) equal to 1,000
times the aggregate per share amount of all cash dividends, and 1,000 times the aggregate per share amount (payable in kind) of
all non-cash dividends or other distributions, other than a dividend payable in shares of Common Stock or a subdivision of the
outstanding shares of the Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding
Dividend Payment Date or, with respect to the first Dividend Payment Date, since the first issuance of any share or fraction of
a share of Series D Preferred Stock. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock
payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common
Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number
of shares of Common Stock, then in each such case the amount to which holders of shares of Series D Preferred Stock were entitled
immediately prior to such event under the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator
of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number
of shares of Common Stock that were outstanding immediately prior to such event.






    	 



    	 



    
 


(B)             
The Corporation shall declare a dividend or distribution on the Series D Preferred Stock as provided in paragraph (A) of
this Paragraph 2 immediately after it declares a dividend or distribution on the Common Stock (other than a dividend payable in
shares of Common Stock).


(C)             
The Board of Directors may fix a record date for the determination of holders of shares of Series D Preferred Stock entitled
to receive payment of a dividend or distribution declared thereon, which record date shall be not more than 60 days prior to the
date fixed for the payment thereof.


Paragraph
3.         Voting
Rights. The holders of shares of Series D Preferred Stock shall have the following voting rights:


(A)             
Subject to the provision for adjustment hereinafter set forth, each share of Series D Preferred Stock shall entitle the
holder thereof to 1,000 votes on all matters submitted to a vote of the shareholders of the Corporation. In the event the Corporation
shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or
combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend
in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the number of votes
per share to which holders of shares of Series D Preferred Stock were entitled immediately prior to such an event shall be adjusted
by multiplying such number by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately
after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to
such event.


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






    	 



    	 



    
 


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


Paragraph
4.         Certain
Restrictions.


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


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


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


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


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


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


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






    	 



    	 



    
 


Paragraph
6.         Liquidation,
Dissolution or Winding Up. Upon any liquidation, dissolution or winding up of the Corporation, no distribution shall be made
(1) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to
the Series D Preferred Stock unless, prior thereto, the holders of shares of Series D Preferred Stock shall have received the
greater of (a) $1,000.00 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or
not declared, to the date of such payment, or (b) an amount equal to 1,000 times the aggregate amount to be distributed per share
to holders of shares of Common Stock, or (2) to the holders of shares of stock ranking on a parity (either as to dividends or
upon liquidation, dissolution or winding up) with the Series D Preferred Stock, except distributions made ratably on the Series
D Preferred Stock and all such parity stock in proportion to the total amounts to which the holders of all such shares are entitled
upon such liquidation, dissolution or winding up. In the event the Corporation shall at any time declare or pay any dividend on
the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding
shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater
or lesser number of shares of Common Stock, then in each such case the aggregate amount to which holders of shares of Series D
Preferred Stock were entitled immediately prior to such event under the proviso in clause (1) of the preceding sentence shall
be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately
prior to such event.


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






    	 



    	 



    
 


Paragraph
8.         No Redemption.
The shares of Series D Preferred Stock shall not be redeemable.


Paragraph
9.         Rank.
The Series D Preferred Stock shall rank, with respect to the payment of dividends and the distribution of assets, junior to all
other series of the Corporation’s Preferred Stock.


Paragraph
10.     Amendment. The Articles of
Incorporation shall not be amended in any manner which would materially alter or change the powers, preferences or special rights
of the Series D Preferred Stock so as to affect them adversely without, in addition to any other vote of shareholders required
by law, the affirmative vote of the holders of at least a majority of the outstanding shares of Series D Preferred Stock, voting
together as a single class.


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


4.                 
We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this
certificate are true and correct of our own knowledge.


Executed on March
6, 2012, at San Jose, California.


_______________________________________


Alex Chi-Ming Hui,


President and Chief Executive Officer


_______________________________________


John Chi-Hung Hui


Secretary


 






    	 



    	 



    
 


 


EXHIBIT B


FORM OF RIGHT CERTIFICATE


[Form of Right Certificate]


 





	Certificate No. R-	__________________ Rights







 


NOT EXERCISABLE
AFTER MARCH 6, 2022 OR EARLIER IF REDEMPTION OR EXCHANGE OCCURS. THE RIGHTS ARE SUBJECT TO REDEMPTION
AT $0.001 PER RIGHT, AND TO EXCHANGE ON THE TERMS SET FORTH IN THE AGREEMENT. UNDER CERTAIN CIRCUMSTANCES (SPECIFIED IN SECTION
11.1.2 OF THE AGREEMENT), RIGHTS BENEFICIALLY OWNED BY OR TRANSFERRED TO AN ACQUIRING PERSON (AS DEFINED IN THE AGREEMENT), OR
ANY SUBSEQUENT HOLDER OF SUCH RIGHTS WILL BECOME NULL AND VOID AND WILL NO LONGER BE TRANSFERABLE.


 


Right
Certificate


 


PERICOM SEMICONDUCTOR CORPORATION


 


This certifies that
[●], or registered assigns, is the registered owner of the number of Rights set forth above,
each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement, dated as of
March 6, 2012 as the same may be amended from time to time (the “Agreement”),
between Pericom Semiconductor Corporation, a California corporation (the “Company”), and Computershare
Trust Company, N.A., as Rights Agent (the “Rights Agent”), to purchase from the Company
at any time after the Distribution Date and prior to 5:00 P.M. (Pacific time) on March
6, 2022, at the offices of the Rights Agent, or its successors as Rights Agent, designated for such
purpose, one one-thousandth of a fully paid, nonassessable share of the Series D Junior Participating
Preferred Shares (the “Preferred Shares”) of the Company, at a purchase price of $46.23 per
one one-thousandth of a Preferred Share, subject to adjustment (the “Purchase Price”), upon presentation and
surrender of this Right Certificate with the Form of Election to Purchase and certification duly executed. The number of Rights
evidenced by this Right Certificate (and the number of one one-thousandth of a Preferred Share which may be purchased upon exercise
thereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of March 6,
2012 based on the Preferred Shares as constituted at such date. Capitalized terms used in this Right Certificate without definition
shall have the meanings ascribed to them in the Agreement. As provided in the Agreement, the Purchase Price and the number of Preferred
Shares which may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and
adjustment upon the happening of certain events.


 


This Right Certificate is subject to all of
the terms, provisions and conditions of the Agreement, which terms, provisions and conditions are hereby incorporated herein by
reference and made a part hereof and to which Agreement reference is hereby made for a full description of the rights, limitations
of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Right Certificates.
Copies of the Agreement are on file at the principal offices of the Company and the Rights Agent. The Company will mail to the
holder of this Right Certificate a copy of the Agreement without charge after receipt of a written request therefor.


 


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


 






    	 



    	 



    
 


Subject to the provisions of the Agreement,
the Board of Directors may, at its option, (i) redeem the Rights evidenced by this Right Certificate at a redemption price
of $0.001 per Right or (ii) exchange Common Shares for the Rights evidenced by this Certificate, in whole or in part.


 


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


 


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


 


If any term, provision, covenant or restriction
of the Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder
of the terms, provisions, covenants and restrictions of the Agreement shall remain in full force and effect and shall in no way
be affected, impaired or invalidated.


 


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


 






    	 



    	 



    
 


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


Dated as of _______________, _________.


ATTEST:                                                                                                              PERICOM SEMICONDUCTOR CORPORATION


_____________________________


Countersigned:                                                                                                        By:_________________________________


By_________________________


Authorized Signature






    	 



    	 



    
 


[Form of Reverse Side of Right
Certificate]


 


FORM OF ASSIGNMENT


 


(To be executed by the registered holder if


such holder desires to transfer the

Right Certificate.)


 


 


FOR VALUE RECEIVED                                                                                                                hereby
sells, assigns and transfers unto                                                                                         
                                                                                                                                                                                                        
(Please print name and address of transferee)


 


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


 


Dated:                      


	 
	
 



        Signature



 


Signature Medallion Guaranteed:


 


___________________________________


 


Signatures must be guaranteed by an “eligible
guarantor institution” as defined in Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934, as amended.


 






    	 



    	 



    
 


CERTIFICATE


 


The undersigned hereby certifies that:


 


(1) the Rights evidenced by this Right Certificate
are not Beneficially Owned by and are not being assigned to an Acquiring Person or an Affiliate or an Associate thereof; and


 


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


 


Dated:                     


	 
	
 



        Signature



 


 


NOTICE


 


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


 






    	 



    	 



    
 


FORM OF ELECTION TO PURCHASE


 


(To be executed if holder desires to


exercise the Right Certificate.)


 


To: Pericom Semiconductor Corporation


 


The undersigned hereby irrevocably elects to
exercise                     
Rights represented by this Right Certificate to purchase the Preferred Shares issuable upon the exercise of such Rights (or such
other securities or property of the Company or of any other Person which may be issuable upon the exercise of the Rights) and requests
that certificates for such shares 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 Medallion Guaranteed:


 


________________________________________


 


Signatures must be guaranteed by an “eligible
guarantor institution” as defined in Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934, as amended.


 






    	 



    	 



    
 


CERTIFICATE


 


The undersigned hereby certifies that:


 


(1) the Rights evidenced by this Right Certificate
are not Beneficially Owned by and are not being assigned to an Acquiring Person or an Affiliate or an Associate thereof; and


 


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


 


Dated:                     


	 
	
 



        Signature



 


 


NOTICE


 


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


 


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


 



    	B-1



    	 



    






 


PERICOM SEMICONDUCTOR CORPORATION


 


SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES


 


 


On March 5, 2012, the Board of Directors of
Pericom Semiconductor Corporation (the “Board”) declared a dividend of one Preferred Share purchase right (a
“Right”) for each outstanding common share (the “Common Shares”) of the Company. The dividend
is effective as of March 6, 2012 (the “Record Date”) with respect to the shareholders of record on that date.
The Rights will also attach to new shares of Common Shares issued after the Record Date. Each Right entitles the registered holder
to purchase from the Company one one-thousandth of a share of Series D Junior Participating Preferred Shares (the “Preferred
Shares”) of the Company at a price of $46.23 per one one-thousandth of a Preferred Share (the “Purchase Price”),
subject to adjustment. Each Preferred Share is designed to be the economic equivalent of 1,000 Common Shares. The description and
terms of the Rights are set forth in a Rights Agreement dated as of March 6, 2012 (the “Rights Agreement”),
between the Company and Computershare Trust Company, N.A. (the “Rights Agent”).


 


DETACHMENT AND TRANSFER OF RIGHTS


 


Initially, the Rights will be evidenced by
the share certificates representing Common Shares then outstanding, and no separate Right Certificates will be distributed. Until
the earlier to occur of (i) a public announcement that a person or group of affiliated or associated persons, has become an “Acquiring
Person” (as such term is defined in the Rights Agreement) or (ii) 10 Business Days (or such later date as the Board may
determine) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer which would
result in the beneficial ownership by an Acquiring Person of 15% or more of the outstanding Common Shares (the earlier of such
dates being called the “Distribution Date”), the Rights will be evidenced, with respect to any of the Common
Share share certificates outstanding as of the Record Date, by such Common Share share certificate. In general, an “Acquiring
Person” is a person, the affiliates or associates of such person, or a group, which has acquired beneficial ownership
of 15% or more of the outstanding Common Shares.


 


The Rights Agreement provides that, until the
Distribution Date (or earlier redemption or expiration of the Rights), the Rights will be transferable with and only with the Common
Shares. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Share certificates issued after
the Record Date upon transfer or new issuance of Common Shares will contain a notation incorporating the Rights Agreement by reference.
Until the Distribution Date (or earlier redemption or expiration of the Rights) the surrender or transfer of any certificates for
Common Shares outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached
thereto, will also constitute the transfer of the Rights associated with the Common Shares 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 Shares as of the close of business on the Distribution Date and such separate
Right Certificates alone will evidence the Rights.


 


 


EXERCISABILITY OF RIGHTS


 


The Rights are not exercisable until the Distribution
Date. The Rights will expire on March 6, 2022 (the “Final Expiration Date”), unless the Final Expiration Date
is extended or unless the Rights are earlier redeemed or exchanged by the Company, in each case as described below. Until a Right
is exercised, the holder thereof, as such, will have no rights as a shareholder of the Company, including, without limitation,
the right to vote or to receive dividends.


 






    	C-1



    	 



    
 


The Purchase Price payable, and the number
of Preferred Shares or other securities or property issuable or payable, upon exercise of the Rights are subject to adjustment
from time to time to prevent dilution. The number of outstanding Rights and the number of one one-thousandth of a Preferred Share
issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Shares or a stock
dividend on the Common Shares payable in Common Shares, or subdivisions, consolidations or combinations of the Common Shares occurring,
in any such case, prior to the Distribution Date. 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. No fractional Preferred Shares will be
issued (other than fractions which are integral multiples of one one-thousandth of a Preferred Share, which may, at the election
of the Company, be evidenced by depositary receipts) and in lieu thereof, an adjustment in cash will be made based on the market
price of the Preferred Shares on the last trading day prior to the date of exercise.


 


TERMS OF PREFERRED SHARES


 


Preferred Shares purchasable upon exercise
of the Rights will not be redeemable. The holder of any Preferred Share will be entitled to receive, when, as and if declared by
the Board out of funds legally available for the purpose, dividends payable in cash (any such payment date as determined by the
Board, a “Dividend Payment Date”), commencing on the first Dividend Payment Date after the first issuance of
a share or fraction of a Series D Preferred Share, in an amount per share (subject to the provision for adjustment hereinafter
set forth) equal to 1,000 times the aggregate per share amount of all cash dividends, and 1,000 times the aggregate per share amount
(payable in kind) of all non-cash dividends or other distributions, other than a dividend payable in Common Shares or a subdivision
of the Common Shares (by reclassification or otherwise), declared on the Common Shares since the immediately preceding Dividend
Payment Date or, with respect to the first Dividend Payment Date, since the first issuance of any share or fraction of a Series
D Preferred Share. In the event the Corporation shall at any time declare or pay any dividend on the Common Shares payable in Common
Shares, or effect a subdivision or combination or consolidation of the outstanding Common Shares (by reclassification or otherwise
than by payment of a dividend in Common Shares) into a greater or lesser number of Common Shares, then in each such case the amount
to which holders of Series D Preferred Shares were entitled immediately prior to such event under the preceding sentence shall
be adjusted by multiplying such amount by a fraction, the numerator of which is the number of Common Shares outstanding immediately
after such event and the denominator of which is the number of Common Shares that were outstanding immediately prior to such event..
In the event of liquidation, the holders of the Preferred Shares will be entitled to the greater of (i) a preferential liquidation
payment of $1,000 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared,
to the date of such payment or (ii) an amount equal to 1,000 times the aggregate amount to be distributed per share to the holders
of the Common Shares. Each Preferred Share will have 1,000 votes, voting together with the Common Shares. Finally, in the event
of any merger, consolidation or other transaction in which Common Shares are exchanged, each Preferred Share will be entitled to
receive 1,000 times the amount received per Common Share. These rights are protected by customary anti-dilution provisions. Because
of the nature of the Preferred Shares’ dividend, liquidation and voting rights, the value of the one one-thousandth interest
in a Preferred Share purchasable upon exercise of each Right should approximate the value of one Common Share. The Preferred Shares
will rank junior to any other series of the Company’s preferred shares.


 


TRIGGER OF FLIP-IN AND FLIP-OVER RIGHTS


 


In the event that any person or group of affiliated
or associated persons becomes an Acquiring Person, proper provision shall be made so that each holder of a Right, other than Rights
beneficially owned by the Acquiring Person or any affiliate or associate thereof (which will thereafter be void), will thereafter
have the right to receive upon exercise that number of Common Shares having a market value of two times the exercise price of the
Right. This right will commence on the date of public announcement that a person has become an Acquiring Person (or the effective
date of a registration statement relating to distribution of the rights, if later) and terminate 60 days later (subject to adjustment
in the event exercise of the rights is enjoined).


 






    	C-2



    	 



    
 


In the event that 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 to an Acquiring
Person, its affiliates or associates or certain other persons in which such persons have an interest, proper provision will be
made so that each such holder of a Right will thereafter have the right to receive, upon the exercise thereof at the then current
exercise price of the Right, that number of Common Shares of the acquiring company which at the time of such transaction will have
a market value of two times the exercise price of the Right.


 


REDEMPTION AND EXCHANGE OF RIGHTS


 


At any time prior to the earliest of (i) the
close of business on the day of the first public announcement that a person has become an Acquiring Person, or (ii) the Final Expiration
Date, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $0.001 per Right (the
“Redemption Price”). In general, the redemption of the Rights may be made effective at such time on such basis
with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption of the Rights,
the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price.


 


At any time after any Person becomes an Acquiring
Person and prior to the acquisition by such person or group of 50% or more of the outstanding Common Shares, the Board of Directors
of the Company may exchange the Rights (other than Rights owned by such person or group which will have become void), in whole
or in part, at an exchange ratio of one Common Share, or, under circumstances set forth in the Rights Agreement, cash, property
or other securities of the Company, including fractions of a Preferred Share (or of a share of a class or series of the Company's
preferred shares having equivalent designations and the powers, preferences and rights, and the qualifications, limitations and
restrictions), per Right (with value equal to such Common Shares).


 


AMENDMENT OF RIGHTS


 


The terms of the Rights generally may be amended
by the Board of Directors of the Company without the consent of the holders of the Rights, except that from and after such time
as the Rights are distributed no such amendment may adversely affect the interests of the holders of the Rights (excluding the
interest of any Acquiring Person).


 


ADDITIONAL INFORMATION


 


A copy of the Rights Agreement will be filed
with the Securities and Exchange Commission as an Exhibit to a Registration Statement on Form 8-A, on or about March 9, 2012. This
summary description of the Rights is not intended to be complete and is qualified in its entirety by reference to the Rights Agreement,
which is hereby incorporated herein by reference.


 



    	C-3