Exhibit 4.1


 


Execution Version


 





 






 


AMENDED AND RESTATED PREFERRED SHARES RIGHTS
AGREEMENT


Dated as of July 31, 2017


 


CHINA BIOLOGIC PRODUCTS HOLDINGS, INC.


 


and


 


SECURITIES TRANSFER CORPORATION,

as Rights Agent


 





 






 




     


     


    

 


TABLE OF CONTENTS


 


	 	Page
	Section 1. Certain Definitions	2
	Section 2. Appointment of Rights Agent	9
	Section 3. Issuance of Rights Certificates	10
	Section 4. Form of Rights Certificates	12
	Section 5. Countersignature and Registration	13
	Section 6. Transfer, Split Up, Combination and Exchange of Rights Certificates; Mutilated, Destroyed, Lost or Stolen Rights Certificates	14
	Section 7. Exercise of Rights; Exercise Price; Expiration Date of Rights	15
	Section 8. Cancellation and Destruction of Rights Certificates	17
	Section 9. Reservation and Availability of Preferred Shares	18
	Section 10. Record Date for Securities Issued	19
	Section 11. Adjustment of Exercise Price, Number and Kind of Shares or Number of Rights	20
	Section 12. Certificate of Adjusted Exercise Price or Number of Shares	26
	Section 13. Consolidation, Merger or Sale or Transfer of Assets, Cash Flow or Earning Power	27
	Section 14. Fractional Rights and Fractional Shares	30
	Section 15. Rights of Action	31
	Section 16. Agreement of Rights Holders	32
	Section 17. Holders of Rights Certificate Not Deemed to be Shareholders	33
	Section 18. Concerning the Rights Agent	33
	Section 19. Merger, Consolidation or Change of Name of Rights Agent	34
	Section 20. Duties of Rights Agent	34
	Section 21. Change of Rights Agent	38
	Section 22. Issuance of New Rights Certificates	39
	Section 23. Redemption	39
	Section 24. Exchange	40
	Section 25. Notice of Certain Events	42
	Section 26. Notices	43
	Section 27. Supplements and Amendments	44
	Section 28. Successors	45
	Section 29. Determinations and Actions by the Board	45
	Section 30. Benefits of this Agreement	45
	Section 31. Severability	45
	Section 32. Governing Law; Exclusive Jurisdiction	46
	Section 33. Counterparts	46
	Section 34. Descriptive Headings; Interpretation	46
	Section 35. Costs of Enforcement	47
	Section 36. Force Majeure	47
	Section 37. USA PATRIOT Act	48
	Section 38. Entire Agreement	48


 




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TABLE OF CONTENTS


(continued)


 


	 	 	 	Page
	 	 	 	 
	EXHIBITS	 	 	 
	 	 	 	 
	Exhibit A	 	Memorandum and Articles of Association of China Biologic Products Holdings, Inc.	 
	Exhibit B	 	Form of Rights Certificate	 
	Exhibit C	 	Form of Summary of Rights	 


 


 




    -ii-


     


    

 


AMENDED AND RESTATED PREFERRED SHARES RIGHTS
AGREEMENT


 


This AMENDED AND RESTATED PREFERRED SHARES RIGHTS
AGREEMENT (this “Agreement”), dated as of July 31, 2017, is by and between China Biologic Products Holdings,
Inc., a Cayman Islands company (the “Company”), as successor to China Biologic Products, Inc., a Delaware corporation
(the “Predecessor Company”), and Securities Transfer Corporation, a Texas corporation, as rights agent
(the “Rights Agent”). All capitalized terms that are used in this Agreement shall have the respective meanings
given thereto in Section 1.


 


RECITALS


 


WHEREAS, on February 22, 2017 (the “Rights
Dividend Declaration Date”), the board of directors of the Predecessor Company adopted that certain preferred shares
rights agreement (the “Prior Agreement”) and authorized and declared a dividend of one preferred share purchase
right (each, a “Right,” and collectively, the “Rights”) for each share of common stock of
the Predecessor Company outstanding as of the Close of Business on March 6, 2017 (the “Record Date”), each Right
initially representing the right to purchase one one-thousandth of a share of the series A participating preferred stock of
the Predecessor Company (as such number may be adjusted pursuant to the provisions of the Prior Agreement) and having the rights,
preferences and privileges set forth in the Certificate of Designation of Rights, Preferences and Privileges of Series A Participating
Preferred Stock, which was duly executed by the Predecessor Company and filed with the Secretary of State of the State of Delaware
on November 20, 2012, upon the terms and subject to the conditions set forth in the Prior Agreement;


 


WHEREAS, the board of directors of the Predecessor
Company further authorized and directed the issuance of one Right (as such number may be adjusted pursuant to the provisions of
the Prior Agreement) with respect to each share of common stock of the Predecessor Company that becomes outstanding (whether as
an original issuance or from the Predecessor Company’s treasury) between the Record Date and the earlier of the (a) Distribution
Date and (b) Expiration Date, and in certain circumstances after the Distribution Date;


 


WHEREAS, on February 22, 2017, the Predecessor
Company and the Rights Agent entered into the Prior Agreement;


 


WHEREAS, on July 21, 2017, the Predecessor Company
merged with and into the Company, with the Company surviving the merger and succeeding to all the rights and obligations of the
Predecessor Company under the Prior Agreement;


 


WHEREAS, on July 28, 2017, the board of directors
of the Company (the “Board”) adopted this Agreement as an amendment and restatement of the Prior Agreement,
with each Right representing the right to purchase one one-thousandth of a Series A Participating Preferred Share of the Company
(as such number may be adjusted pursuant to the provisions of this Agreement) and having the rights, preferences and privileges
set forth in the Memorandum and Articles of Association of the Company (a copy of which is attached hereto as Exhibit A,), upon
the terms and subject to the conditions set forth in this Agreement; and


 




     


     


    

 


WHEREAS, the parties hereto desire to enter
into this Agreement for the purpose of amending and restating in its entirety the Prior Agreement.


 


AGREEMENT


 


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:


 


(a)          
“Acquiring Person” means any Person who or that, together with all Affiliates and Associates of such Person,
is the Beneficial Owner of the Triggering Percentage or more of the Ordinary Shares then outstanding, but shall not include (i) any
Exempt Person or (ii) any Grandfathered Person unless and until such time as such Person shall become the Beneficial Owner
of additional Ordinary Shares representing two percent (2%) or more of the Ordinary Shares then outstanding in addition to the
Ordinary Shares Beneficially Owned by such Grandfathered Person as of the Rights Dividend Declaration Date (the “Grandfathered
Ordinary Shares”) without the prior written approval of the Board. For the avoidance of doubt, in no event shall a Grandfathered
Person be deemed as an Acquiring Person if and to the extent such Grandfathered Person becomes the Beneficial Owner of additional
Ordinary Shares in addition to its Grandfathered Ordinary Shares with prior written approval of the Board.


 


Notwithstanding the foregoing, no Person will be deemed to be an
Acquiring Person as the result of an acquisition of Ordinary Shares by an Exempt Person that, by reducing the number of Ordinary
Shares then outstanding, increases the proportionate number of Ordinary Shares that are Beneficially Owned by such Person to the
Triggering Percentage or more of the Ordinary Shares then outstanding; provided, however, that if a Person becomes
the Beneficial Owner of the Triggering Percentage or more of the Ordinary Shares then outstanding solely as the result of a reduction
in the number of Ordinary Shares then outstanding due to an acquisition of Ordinary Shares by an Exempt Person and, after such
acquisition by such Exempt Person, becomes the Beneficial Owner of one or more additional Ordinary Shares (other than pursuant
to a dividend or distribution paid or made by the Company on the outstanding Ordinary Shares in Ordinary Shares or pursuant to
a split or subdivision of the outstanding Ordinary Shares), then such Person will be deemed to be an Acquiring Person unless, upon
becoming the Beneficial Owner of such additional Ordinary Shares, such Person does not Beneficially Own the Triggering Percentage
or more of the Ordinary Shares then outstanding. Notwithstanding the foregoing, if the Board determines in good faith that a Person
who would otherwise be an Acquiring Person has become such inadvertently (including because (A) such Person was unaware that
it Beneficially Owned a percentage of the Ordinary Shares that would otherwise cause such Person to be an Acquiring Person or (B) such
Person was aware of the extent of the Ordinary Shares that it Beneficially Owned but had no actual knowledge of the consequences
of such Beneficial Ownership pursuant to this Agreement) and without any intention of changing or influencing control of the Company,
and if such Person divested or divests (including by entering into an agreement with the Company, which agreement is satisfactory
to the Board in its sole discretion, to divest and subsequently divests in accordance with the terms of such agreement, without
exercising or retaining any power, including voting power, with respect to such Ordinary Shares) as promptly as practicable a sufficient
number of Ordinary Shares so that such Person would no longer be an Acquiring Person, then such Person will not be deemed to be
or to have become an Acquiring Person at any time for any purposes of this Agreement.


 



    	 	-2-	 



     


    

 


For all purposes of this Agreement, any calculation of the number
of Ordinary Shares outstanding at any particular time, including for purposes of determining the particular percentage of the outstanding
Ordinary Shares of which any Person is the Beneficial Owner, will include the number of Ordinary Shares not outstanding at the
time of such calculation that such Person is otherwise deemed to Beneficially Own for purposes of this Agreement, but the number
of Ordinary Shares not outstanding that such Person, together with all Affiliates and Associates of such Person, is otherwise deemed
to Beneficially Own for purposes of this Agreement will not be deemed to be outstanding for the purpose of computing the percentage
of outstanding Ordinary Shares owned by any other Person.


 


(b)          “Adjustment
Shares” has the meaning set forth in Section 11(a)(ii).


 


(c)          “Affiliate”
and “Associate” have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules
and Regulations promulgated under the Exchange Act, as in effect on the Rights Dividend Declaration Date.


 


(d)          “Agreement”
has the meaning set forth in the preamble hereto.


 


(e)          A
Person will be deemed the “Beneficial Owner” of, and will be deemed to “Beneficially Own,”
any securities:


 


(i)          that
such Person or any of such Person’s Affiliates or Associates, directly or indirectly, owns or has the legal, equitable or
contractual right or obligation to acquire (whether directly or indirectly and whether exercisable immediately or only after the
passage of time, compliance with regulatory requirements, satisfaction of one or more conditions (whether or not within the control
of such Person) or otherwise) (A) 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); (B) upon the exercise of any conversion rights, exchange rights, rights (other than the Rights), warrants or
options, or otherwise; (C) pursuant to the power to revoke a trust, discretionary account or similar arrangement; (D) pursuant
to the power to terminate a repurchase or similar so-called “stock borrowing” agreement, arrangement or understanding;
or (E) pursuant to the automatic termination of a trust, discretionary account or similar arrangement; provided, however,
that a Person will not be deemed pursuant to this Section 1(e)(i) to be the Beneficial Owner of, or to Beneficially Own, securities
(1) 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; (2) issuable upon the exercise of Rights
at any time prior to the occurrence of a Triggering Event; (3) issuable upon the exercise of Rights from and after the occurrence
of a Triggering Event if such Rights were acquired by such Person or any of such Person’s Affiliates or Associates prior
to the Distribution Date or pursuant to Section 3(a) or Section 22 (the “Original Rights”) or pursuant
to Section 11(h) in connection with an adjustment made with respect to any Original Rights; or (4) that a Person or any
of such Person’s Affiliates or Associates may be deemed to have the right to acquire pursuant to any merger or other acquisition
agreement between the Company and such Person (or one or more of its Affiliates or Associates), or any tender, voting or support
agreement entered into by such Person (or one or more of its Affiliates or Associates) in connection therewith, if such agreement
has been approved by the Board prior to there being an Acquiring Person;


 



    	 	-3-	 



     


    

 


(ii)         that
such Person or any of such Person’s Affiliates or Associates, directly or indirectly, has the right to vote (including the
power to vote or to direct the voting of) or dispose (or direct the disposition) of or has “beneficial ownership” of
(as determined pursuant to Rule 13d-3 of the General Rules and Regulations promulgated under the Exchange Act, as in effect
on the Rights Dividend Declaration Date), including pursuant to any agreement, arrangement or understanding whether or not in writing;
provided, however, that a Person will not be deemed the Beneficial Owner of, or to Beneficially Own, any security
pursuant to this Section 1(e)(ii) as a result of an agreement, arrangement or understanding whether or not in writing to vote
such security if such agreement, arrangement or understanding (A) arises solely from a revocable proxy or consent given to
such Person in response to a public proxy or consent solicitation made pursuant to, and in accordance with, the applicable provisions
of the General Rules and Regulations promulgated under the Exchange Act; and (B) is not also then reportable by such Person
on Schedule 13D pursuant to the Exchange Act (or any comparable or successor report);


 


(iii)        that
are Beneficially Owned, directly or indirectly, by any other Person (or any of such Person’s Affiliates or Associates) with
which such first Person (or any of such first Person’s Affiliates or Associates) has any agreement, arrangement or understanding
whether or not in writing (other than customary agreements with and between underwriters and selling group members with respect
to a bona fide public offering of securities) for the purpose of acquiring, holding, voting (except pursuant to a revocable proxy
to the extent contemplated by the proviso to Section 1(e)(ii)) or disposing of any securities of the Company; provided,
however, that no person who is an officer, director or employee of an Exempt Person will be deemed, solely by reason of
such person’s status or authority as such, to be a Beneficial Owner of, to have Beneficial Ownership of or to Beneficially
Own any securities of the Company that are Beneficially Owned (including in a fiduciary capacity) by an Exempt Person or by any
other such officer, director or employee of an Exempt Person; or


 


(iv)        that
are the subject of a derivative transaction entered into by such Person or any of such Person’s Affiliates or Associates,
including, for these purposes, any derivative security acquired by such Person or any of such Person’s Affiliates or Associates
that gives such Person or any of such Person’s Affiliates or Associates the economic equivalent of ownership of an amount
of securities due to the fact that the value of the derivative security is explicitly determined by reference to the price or value
of such securities, or that provides such Person or any of such Person’s Affiliates or Associates an opportunity, directly
or indirectly, to profit or to share in any profit derived from any change in the value of such securities, in any case without
regard to whether (A) such derivative security conveys any voting rights in such securities to such Person or any of such
Person’s Affiliates or Associates; (B) the derivative security is required to be, or capable of being, settled through
delivery of such securities; or (C) such Person or any of such Person’s Affiliates or Associates may have entered into
other transactions that hedge the economic effect of such derivative security. In determining the number of Ordinary Shares that
are Beneficially Owned by virtue of the operation of this Section 1(e)(iv), the subject Person will be deemed to Beneficially
Own (without duplication) the notional or other number of Ordinary Shares that, pursuant to the documentation evidencing the derivative
security, may be acquired upon the exercise or settlement of the applicable security or as the basis upon which the value or settlement
amount of such security, or the opportunity of the holder of such derivative security to profit or share in any profit, is to be
calculated, in whole or in part, and in any case (or if no such number of Ordinary Shares is specified in such documentation or
otherwise) as determined by the Board in good faith to be the number of Ordinary Shares to which the derivative security relates.


 



    	 	-4-	 



     


    

 


(f)          “Board”
has the meaning set forth in the recitals at the beginning of this Agreement.


 


(g)          “Book
Entry Shares” has the meaning set forth in Section 3(a).


 


(h)          “Business
Day” means any day other than a Saturday, Sunday or any day on which the Federal Reserve Bank of New York is closed.


 


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


 


(j)          “Company”
has the meaning set forth in the preamble hereto, subject to the terms of Section 13(a).


 


(k)          “Current
Per Share Market Price” of any security (a “Security” for purposes of this definition), for all computations
other than those made pursuant to Section 11(a)(iii), means the average of the daily closing prices per share of such Security
for the 30 consecutive Trading Days immediately prior to but not including such date, and for purposes of computations made pursuant
to Section 11(a)(iii), the Current Per Share Market Price of any Security on any date will be deemed to be the average of
the daily closing prices per share of such Security for the 10 consecutive Trading Days immediately following 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 (other than the Rights), or (ii) any subdivision,
combination, consolidation, reverse share split or reclassification of such Security, and the ex-dividend date for such dividend
or distribution, or the record date for such subdivision, combination, consolidation, reverse share split or reclassification,
has not occurred prior to the commencement of the requisite 30 Trading Day or 10 Trading Day period as set forth above, then, and
in each such case, the Current Per Share Market Price will be appropriately adjusted to take into account ex-dividend trading.
The closing price for each day will be the last sale price, regular way, reported at or prior to 4:00 p.m., New York City time,
or, if no such sale takes place on such day, the average of the bid and asked prices, regular way, reported as of 4:00 p.m. New
York City time, 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 reported at or prior to 4:00 p.m., New York City time, or, if on such date the Security
is not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported as of 4:00 p.m.,
New York City time, by NASDAQ or such other system then in use, or, if on any such date the Security is not quoted by any such
organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the
Security selected by the Board. If on any such date no market maker is making a market in the Security, the fair value of such
shares on such date as determined in good faith by the Board will be used, which determination will be described in a statement
filed with the Rights Agent and will be conclusive and binding on the Rights Agent and the holders of the Rights. If the Current
Per Share Market Price of the Preferred Shares cannot be determined in the manner provided above or if the Preferred Shares are
not publicly held or not listed or traded in a manner described above, then the Current Per Share Market Price of the Preferred
Shares will be conclusively deemed to be (x) the Current Per Share Market Price of the Ordinary Shares as determined pursuant
to this Section 1(k) multiplied by (y) 1,000 (as such number may be appropriately adjusted to reflect any subdivision,
combination, consolidation, reverse share split or reclassification of Ordinary Shares occurring after the Rights Dividend Declaration
Date). If the Security (other than the Preferred Shares) 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, then the Current Per Share Market Price
means the fair value per share as determined in good faith by the Board, after consultation with a nationally recognized investment
banking firm, whose determination will be described in a statement filed with the Rights Agent and will be conclusive and binding
on the Rights Agent and the holders of the Rights.


 



    	 	-5-	 



     


    

 


(l)          “Current
Exchange Value” means the product of the Current Per Share Market Price of Ordinary Shares on the date of the occurrence
of an Exchange Determination (or the next Business Day, if such date is not a Business Day) multiplied by the number of Ordinary
Shares for which the Right would otherwise be exchangeable (without regard to whether there were sufficient Ordinary Shares available
therefor).


 


(m)          “Current
Value” means the value of the Adjustment Shares issuable upon the exercise of a Right.


 


(n)          “Distribution
Date” means the earlier of (i) the Close of Business on the 10th Business Day (or such later date as may be determined
by action of the Board, which action must be taken prior to the Distribution Date that otherwise would have occurred) after the
Shares Acquisition Date (or, if the 10th Business Day after the Shares Acquisition Date occurs before the Record Date, then the
Record Date); or (ii) the Close of Business on the 10th Business Day (or such later date as may be determined by the Board)
after the date that a tender or exchange offer by any Person (other than an Exempt Person) is first published, sent or given within
the meaning of Rule 14d-2(a) of the General Rules and Regulations promulgated under the Exchange Act if, assuming the successful
consummation thereof, such Person would be an Acquiring Person; provided, however, that if any tender or exchange
offer referred to in clause (ii) of this Section 1(n) is cancelled, terminated or otherwise withdrawn prior to the Distribution
Date without the purchase or exchange of any Ordinary Shares pursuant thereto, then such offer will be deemed, for purposes of
this paragraph, never to have been made.


 



    	 	-6-	 



     


    

 


(o)          “Equivalent
Shares” means any class or series of share capital of the Company having the same rights, privileges and preferences
as the Preferred Shares.


 


(p)          “Exchange
Act” means the Securities Exchange Act of 1934, as amended.


 


(q)          “Exchange
Determination” has the meaning set forth in Section 24(a).


 


(r)          “Exchange
Ratio” has the meaning set forth in Section 24(a).


 


(s)          “Exempt
Person” means (i) the Company or any Subsidiary of the Company, in each case including the officers and members
of the board of directors thereof acting in their fiduciary capacities; (ii) any employee benefit plan of the Company or of
any Subsidiary of the Company or any entity or trustee holding (or acting in a fiduciary capacity in respect of) share capital
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; or (iii) any Person who or which the Board determines, prior to the time such
Person would otherwise be an Acquiring Person, should be exempted from the definition of Acquiring Person; provided, however, that
the Board may make such exemption subject to such conditions, if any, as the Board may determine.


 


(t)          “Exercise
Price” has the meaning set forth in Section 4(a).


 


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


 


(v)         “Final
Expiration Date” means February 22, 2019.


 


(w)          “Grandfathered
Person” shall mean any Person who or which, together with all Affiliates and Associates of such Person, is, as of the
Rights Dividend Declaration Date, the Beneficial Owner of the Trigger Percentage or more of the common stock of the Predecessor
Company then outstanding.


 


(x)          “NASDAQ”
means The NASDAQ Stock Market LLC.


 


(y)          “Ordinary
Share Equivalents” has the meaning set forth in Section 11(a)(iii).


 


(z)          “Ordinary
Shares” means, unless otherwise specified, the ordinary share, par value $0.0001 per share, of the Company. When used
with reference to any Person other than the Company, Ordinary Shares means the share capital with the greatest voting power, or
the equity securities or other equity interest having power to control or direct the management, of such Person or, if such Person
is a Subsidiary of another Person, of the Person that ultimately controls such first-mentioned Person.


 


(aa)         
“Original Rights” has the meaning set forth in Section 1(e)(i).


 


(bb)         “Person”
means any individual, firm, corporation, partnership, limited liability company, joint venture, business trust, trust, association,
syndicate, group (as such term is used in Rule 13d-5 of the General Rules and Regulations promulgated under the Exchange Act,
as in effect on the Rights Dividend Declaration Date) or other entity, and, in each case, will include any successor (by merger
or otherwise) of any such Person.


 



    	 	-7-	 



     


    

 


(cc)         “Post-Event
Transferee” has the meaning set forth in Section 7(e).


 


(dd)         “Predecessor
Company” has the meaning set forth in the preamble hereto.


 


(ee)         “Pre-Event
Transferee” has the meaning set forth in Section 7(e).


 


(ff)         “Preferred
Shares” means Series A Participating Preferred Shares, par value $0.0001 per share, of the Company and, to the extent
that there are not a sufficient number of shares of Preferred Shares authorized to permit the full exercise of the Rights, any
other series of preferred shares of the Company designated for such purpose containing terms substantially similar to the terms
of the Preferred Shares.


 


(gg)         “Principal
Party” has the meaning set forth in Section 13(b).


 


(hh)         “Prior
Agreement” has the meaning set forth in the recitals at the beginning of this Agreement.


 


(ii)           “Record
Date” has the meaning set forth in the recitals at the beginning of this Agreement.


 


(jj)           “Redemption
Date” has the meaning set forth in Section 23(a).


 


(kk)         “Redemption
Price” has the meaning set forth in Section 23(a).


 


(ll)           “Right”
or “Rights” has the meaning set forth in the recitals at the beginning of this Agreement.


 


(mm)        “Rights
Agent” has the meaning set forth in the preamble hereto.


 


(nn)         “Rights
Certificate” means a certificate substantially in the form attached hereto as Exhibit B.


 


(oo)         “Rights
Dividend Declaration Date” has the meaning set forth in the recitals at the beginning of this Agreement.


 


(pp)         “Section 11(a)(ii)
Event” means any event described in Section 11(a)(ii).


 


(qq)         “Section 11(a)(ii) Trigger
Date” has the meaning set forth in Section 11(a)(iii).


 


(rr)           “Section 13
Event” means any event described in clause (i), (ii) or (iii) of Section 13(a).


 


(ss)         “Securities
Act” means the Securities Act of 1933, as amended.


 



    	 	-8-	 



     


    

 


(tt)           “Security”
has the meaning set forth in Section 1(k).


 


(uu)         “Shares
Acquisition Date” means the first date of public announcement (which, for purposes of this definition, includes the filing
or amending 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 that reveals the existence
of an Acquiring Person.


 


(vv)         “Spread”
means the excess of (i) the Current Value over (ii) the Exercise Price.


 


(ww)        “Subsequent
Transferee” has the meaning set forth in Section 7(e).


 


(xx)          “Subsidiary”
of any Person means any firm, corporation, partnership, limited liability company, joint venture, business trust, trust, association,
syndicate or other entity (whether or not incorporated) of which an amount of voting securities sufficient to elect a majority
of the directors or Persons having similar authority, or a majority of the equity or ownership interests, is Beneficially Owned,
directly or indirectly, by such Person, or any firm, corporation, partnership, limited liability company, joint venture, business
trust, trust, association, syndicate or other entity (whether or not incorporated) otherwise controlled by such Person.


 


(yy)         “Substitution
Period” has the meaning set forth in Section 11(a)(iii).


 


(zz)           “Summary
of Rights” means a summary of this Agreement substantially in the form attached hereto as Exhibit C.


 


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


 


(bbb)       “Triggering
Event” means any Section 11(a)(ii) Event or Section 13 Event.


 


(ccc)        “Trigger
Percentage” means fifteen percent (15%) of the Ordinary Shares then outstanding.


 


(ddd)        “Trust”
has the meaning set forth in Section 24(b)(ii).


 


(eee)        “Trust
Agreement” has the meaning set forth in Section 24(b)(ii).


 


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 10 days’ prior written notice to the Rights Agent. If the Company appoints one
or more co-rights agents, then the respective duties of the Rights Agent and such co-rights agents will be as the Company determines.
The Rights Agent will have no duty to supervise, and will in no event be liable for the acts or omissions of, any co-rights agent.


 



    	 	-9-	 



     


    

 


Section 3. Issuance of Rights Certificates


 


(a)          Rights
Evidenced by Certificates for Ordinary Shares and Book Entry Shares. Until the Distribution Date, (i) the Rights (unless
earlier expired, redeemed or terminated) will be evidenced (subject to the provisions of Section 3(b) and Section 3(c))
by the certificates for Ordinary Shares registered in the names of the holders thereof or, in the case of uncertificated Ordinary
Shares registered in book entry form (“Book Entry Shares”), by notation in book entry accounts reflecting the
ownership of such Ordinary Shares (which certificates and Book Entry Shares, as applicable, will also be deemed to be Rights Certificates)
and not by separate Rights Certificates; and (ii) the Rights (and the right to receive Rights Certificates) will be transferable
only in connection with the transfer of the underlying Ordinary Shares (including a transfer to the Company). As soon as practicable
after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign and the Company will send
or cause to be sent (and the Rights Agent will, if requested, send) (by mailing, in accordance with Section 26 or by such
means as may be selected by the Company) to each record holder of Ordinary Shares as of the Close of Business on the Distribution
Date (other than any Acquiring Person or any of its Affiliates or Associates), at the address of such holder shown on the transfer
books of the Company or the transfer agent for the Ordinary Shares, one or more Rights Certificates evidencing one Right for each
Ordinary Share so held, subject to adjustment as provided herein. Receipt of a Rights Certificate by any Person will not preclude
a later determination that all or part of the Rights represented thereby are null and void pursuant to Section 7(e). To the
extent that a Section 11(a)(ii) Event has also occurred, the Company may implement such procedures as it deems appropriate
in its sole discretion to minimize the possibility that Rights are received by any Person whose Rights are null and void pursuant
to Section 7(e). In the event that an adjustment in the number of Rights per Ordinary Share has been made pursuant to Section 11,
then at the time of distribution of the Rights Certificates, the Company will make the necessary and appropriate rounding adjustments
(in accordance with Section 14(a)) so that Rights Certificates representing only whole numbers of Rights are distributed and
cash is paid in lieu of any fractional Rights (in accordance with Section 14(a)). As of and after the Distribution Date, the
Rights will be evidenced solely by the Rights Certificates and may be transferred by the transfer of the Rights Certificates as
permitted hereby, separately and apart from any transfer of Ordinary Shares, and the holders of such Rights Certificates as shown
on the transfer books of the Company or the transfer agent for the Rights (which may be the Rights Agent) will be the record holders
thereof. The Company will promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date. Until such
notice is provided to the Rights Agent, it may presume conclusively that the Distribution Date has not occurred.


 


(b)          Summary
of Rights; Outstanding Ordinary Shares. The Company will make available, or cause to be made available, promptly after the
Record Date, a copy of the Summary of Rights to any holder of Rights who may so request from time to time prior to the Expiration
Date. With respect to certificates for Ordinary Shares and Book Entry Shares, as applicable, outstanding as of the Record Date
or issued subsequent to the Record Date, until the earlier of the Distribution Date or the Expiration Date, the Rights will be
evidenced by such certificates or Book Entry Shares, and the registered holders of the Ordinary Shares will also be the registered
holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the surrender for transfer
of any Ordinary Shares in respect of which Rights have been issued (with or without a copy of the Summary of Rights) will also
constitute the transfer of the Rights associated with such Ordinary Shares. Notwithstanding anything to the contrary in this Agreement,
upon the effectiveness of a redemption pursuant to Section 23 or an exchange pursuant to Section 24, the Company will
not thereafter issue any additional Rights and, for the avoidance of doubt, no Rights will be attached to or will be issued with
any Ordinary Shares (including any Ordinary Shares issued pursuant to an exchange) at any time thereafter.


 



    	 	-10-	 



     


    

 


(c)          Legend.
Rights will be issued in respect of all Ordinary Shares that are issued (whether as an original issuance or from the Company’s
treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing
such Ordinary Shares will also be deemed to be certificates for Rights, and will bear the following legend if such certificates
are issued after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date:


 


THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER
HEREOF TO CERTAIN RIGHTS AS SET FORTH IN AN AMENDED AND RESTATED PREFERRED SHARES RIGHTS
AGREEMENT, DATED AS OF JULY 31, 2017, BETWEEN CHINA BIOLOGIC PRODUCTS HOLDINGS,
INC. (THE “COMPANY”) AND SECURITIES TRANSFER CORPORATION, AS RIGHTS AGENT, AS THE SAME MAY BE 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 (AS DEFINED IN THE RIGHTS AGREEMENT) MAY BE REDEEMED, MAY BECOME EXERCISABLE FOR SECURITIES OR ASSETS OF THE COMPANY OR
SECURITIES OF ANOTHER ENTITY, MAY BE EXCHANGED FOR ORDINARY SHARES OR OTHER SECURITIES OR ASSETS OF THE COMPANY, MAY EXPIRE OR
MAY BE EVIDENCED BY SEPARATE CERTIFICATES AND MAY NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO THE HOLDER
OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT WITHOUT CHARGE AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN
CIRCUMSTANCES AS SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS THAT ARE OWNED BY, TRANSFERRED TO OR HAVE BEEN OWNED BY AN ACQUIRING
PERSON (AS DEFINED IN THE RIGHTS AGREEMENT) OR ANY OF ITS AFFILIATES (AS DEFINED IN THE RIGHTS AGREEMENT) OR ASSOCIATES (AS DEFINED
IN THE RIGHTS AGREEMENT) WILL BE NULL AND VOID AND WILL NO LONGER BE TRANSFERRABLE.


 



    	 	-11-	 



     


    

 


With respect to any Book Entry Shares, a legend in substantially
similar form will be included in a notice to the record holder of such shares in accordance with applicable law. With respect to
such certificates for Ordinary Shares or Book Entry Shares, as applicable, containing the foregoing legend, until the earlier of
the Distribution Date or the Expiration Date, (i) the Rights associated with the Ordinary Shares represented by such certificates
or Book Entry Shares will be evidenced solely by such certificates or Book Entry Shares, (ii) the registered holders of the
Ordinary Shares will also be the registered holders of the associated Rights and (iii) the surrender for transfer of any such
certificates or Book Entry Shares (with or without a copy of the Summary or Rights) will also constitute the transfer of the Rights
associated with the Ordinary Shares represented thereby. Notwithstanding this Section 3(c), the omission of the legend required
hereby, the inclusion of a legend that makes reference to a rights agreement other than this Agreement or the failure to provide
notice thereof will not affect the enforceability of any part of this Agreement or the rights of any holder of Rights.


 


(d)          Acquisitions
of Rights by the Company. In the event that the Company purchases or acquires any Ordinary Shares after the Record Date but
prior to the earlier of the Distribution Date or the Expiration Date, any Rights associated with such Ordinary Shares will be deemed
cancelled and retired so that the Company will not be entitled to exercise any Rights associated with the Ordinary Shares that
are no longer outstanding.


 


Section 4. Form of Rights Certificates


 


(a)          Rights
Certificates. The Rights Certificates (and the form of election to purchase and form of assignment, including the certifications
therein, to be printed on the reverse thereof) will be substantially in the form of Exhibit B hereto, and may have such marks
of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate
(but which do not affect the rights, duties, responsibilities and liabilities of the Rights Agent) and 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, with any applicable rule or regulation of any applicable stock exchange or trading system or the Financial Industry Regulatory
Authority, or to conform to usage. Subject to the provisions of Section 11 and Section 22, the Rights Certificates, whenever
distributed, will be dated as of the Record Date (or in the case of Rights issued with respect to Ordinary Shares issued by the
Company after the Record Date, as of the date of issuance of such Ordinary Shares) and on their face will entitle the holders thereof
to purchase such number of one one-thousandths of a Preferred Share as will be set forth therein at the price set forth therein
(such exercise price per one one-thousandth of a Preferred Share, the “Exercise Price”), but the number and
type of securities purchasable upon the exercise of each Right and the Exercise Price will be subject to adjustment as provided
herein.


 


(b)          Certain
Legends. Any Rights Certificate issued pursuant to Section 3(a), Section 11(h) or Section 22 that represents
Rights that are Beneficially Owned by an Acquiring Person, an Affiliate or Associate of an Acquiring Person, a Post-Event Transferee,
a Pre-Event Transferee, a Subsequent Transferee or any nominee of any of the foregoing, and any Rights Certificate issued pursuant
to Section 6 or Section 11 upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred
to in this sentence, will contain (to the extent feasible) the following legend:


 


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


 



    	 	-12-	 



     


    

 


(c)          Uncertificated
Rights. Notwithstanding anything to the contrary in this Agreement, the Company and the Rights Agent may amend this Agreement
to provide for uncertificated Rights in addition to or in place of Rights evidenced by Rights Certificates.


 


Section 5. Countersignature and Registration


 


(a)          Countersignature.
The Rights Certificates will be executed on behalf of the Company by its Chairman of the Board, its Chief Executive Officer or
its Chief Financial Officer, which execution will be attested to by the Secretary of the Company, in each case either manually
or by facsimile signature, and will have affixed thereto the Company’s seal (if any) or a facsimile thereof. The Rights Certificates
will be countersigned, either manually or by facsimile signature, by an authorized signatory of the Rights Agent, but it will not
be necessary for the same signatory to countersign all of the Rights Certificates. No Rights Certificate will be valid for any
purpose unless countersigned by the Rights Agent. If any director or officer of the Company who has signed or attested to any of
the Rights Certificates ceases to be such director or officer of the Company before countersignature by the Rights Agent and issuance
and delivery by the Company, such Rights Certificates nevertheless may be countersigned by the Rights Agent and issued and delivered
by the Company with the same force and effect as though the person who signed or attested to such Rights Certificates on behalf
of the Company had not ceased to be a director or officer of the Company. Any Rights Certificate may be signed or attested to on
behalf of the Company by any person who, as of the actual date of the execution of such Rights Certificate, is a proper director
or officer of the Company to sign such Rights Certificate, although at the date of the execution of this Agreement any such person
was not such a director or officer.


 


(b)          Transfer
Books. Following the Distribution Date, the Rights Agent will keep or cause to be kept, at its office designated for such purposes,
books for registration and transfer of the Rights Certificates issued hereunder. Such books will show the names and addresses of
the respective holders of the Rights Certificates, the number of Rights evidenced on its face by each of the Rights Certificates,
the certificate number of each of the Rights Certificates and the date of each of the Rights Certificates. The Rights Agent will
not register, or permit to be registered, any transfer or exchange of any Rights Certificates (or the underlying Rights) that have
become null and void pursuant to Section 7(e), have been redeemed pursuant to Section 23 or have been exchanged pursuant
to Section 24.


 



    	 	-13-	 



     


    

 


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


 


(a)          Transfer,
Split Up, Combination and Exchange of Rights Certificates. Subject to the provisions of Section 4(b), Section 7(e),
Section 14 and Section 24, at any time after the Close of Business on the Distribution Date, and at or prior to the Close
of Business on the Expiration Date, any Rights Certificate (other than any Rights Certificate representing Rights that have become
null and void pursuant to Section 7(e) or that have been exchanged pursuant to Section 24) may be transferred, split
up, combined or exchanged for another Rights Certificate entitling the registered holder to purchase a like number of one one-thousandths
of a Preferred Share (or, following a Triggering Event, other securities, cash or other assets, as the case may be) as the Rights
Certificate surrendered then entitled such holder (or former holder in the case of a transfer) to purchase. Any registered holder
desiring to transfer, split up, combine or exchange any Rights Certificate will make such request in writing delivered to the Rights
Agent, and will surrender the Rights Certificate to be transferred, split up, combined or exchanged at the office of the Rights
Agent designated for such purpose. Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the
Company will be obligated to take any action whatsoever with respect to the transfer of any such surrendered Rights Certificate
until the registered holder has properly completed and duly executed the certificate contained in the form of assignment on the
reverse side of such Rights Certificate and has provided such additional evidence of the identity of the Beneficial Owner (or former
Beneficial Owner) or Affiliates or Associates thereof, in each case as the Company or the Rights Agent reasonably requests. Thereupon,
subject to Section 4(b), Section 7(e), Section 14 and Section 24, the Rights Agent will countersign (by manual
or facsimile signature) and deliver to the Person entitled thereto a Rights Certificate as so requested. The Company or the Rights
Agent may require payment from the holder of a Rights Certificate of a sum sufficient to cover any tax or governmental charge that
may be imposed in connection with any transfer, split up, combination or exchange of any Rights Certificate. If and to the extent
that the Company does require payment of any such tax or charge, the Company will provide the Rights Agent prompt written notice
thereof and the Rights Agent will not deliver any Right Certificate unless and until the Rights Agent is satisfied that all such
payments have been made, and the Rights Agent will forward any such sum collected by it to the Company or to such Person as the
Company specifies by written notice. The Rights Agent will not have any duty or obligation to take any action pursuant to any Section
of this Agreement related to the issuance or delivery of Rights Certificates unless and until it is satisfied that all such taxes
or charges have been paid.


 


(b)          Mutilated,
Destroyed, Lost or Stolen Rights Certificates. Subject to the provisions of Section 7(e), Section 11(a)(ii) and Section 24,
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 Rights Certificate and 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 may request, and, in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to them,
and reimbursement to the Company and the Rights Agent of all reasonable expenses incidental thereto, and upon surrender to the
Rights Agent and cancellation of the Rights Certificate if mutilated, the Company will make and deliver a new Rights Certificate
of like tenor to the Rights Agent for countersignature and delivery to the registered holder in lieu of the Rights Certificate
so lost, stolen, destroyed or mutilated. Every new Rights Certificate issued pursuant to this Section 6(b) in lieu of any
lost, stolen, destroyed or mutilated Rights Certificate will evidence an original additional contractual obligation of the Company,
whether or not the lost, stolen, destroyed or mutilated Rights Certificate will be at any time enforceable by anyone, and, subject
to Section 7(e) will be entitled to all the benefits of this Agreement equally and proportionately with any and all other
Rights duly issued hereunder.


 



    	 	-14-	 



     


    

 


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


 


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


 


(b)          Price.
The Exercise Price for each one one-thousandth of a Preferred Share issuable pursuant to the exercise of a Right is initially $550.00
and is subject to adjustment from time to time as provided in Section 11 or Section 13, and is payable in accordance
with Section 7(c).


 


(c)          Payment.
Except as otherwise provided in this Agreement, upon receipt of a Rights Certificate representing exercisable Rights, with the
form of election to purchase and certification properly completed and duly executed, accompanied by payment of the aggregate Exercise
Price for the total number of one one-thousandths of a Preferred Share (or, following a Triggering Event, other securities, cash
or other assets, as the case may be) to be purchased and an amount equal to any applicable transfer tax or governmental charge
required to be paid by the holder of such Rights Certificate in accordance with Section 9(e), the Rights Agent will, subject
to Section 7(f) and Section 20(k), thereupon promptly (i) (A) requisition from any transfer agent of the Preferred
Shares (or make available, if the Rights Agent is the transfer agent for the Preferred Shares) a certificate for the total number
of one one-thousandths of a Preferred Share (or, following a Triggering Event, other securities, cash or other assets, as the case
may be) to be purchased (or, in the case of uncertificated shares or other securities, requisition from the transfer agent a notice
setting forth such number of shares or other securities to be purchased for which registration will be made on the transfer books
of the Company), and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if
the Company has elected to deposit the total number of one one-thousandths of a Preferred Share (or, following a Triggering Event,
other securities, cash or other assets, as the case may be) issuable upon exercise of the Rights hereunder with a depositary agent,
requisition from such depositary agent depositary receipts representing interests in such number of one one-thousandths of a Preferred
Share (or, following a Triggering Event, other securities, cash or other assets, as the case may be) as are to be purchased (in
which case certificates for the Preferred Shares (or, following a Triggering Event, other securities, cash or other assets, as
the case may be) represented by such receipts will be deposited by the transfer agent with such depositary agent) and the Company
hereby irrevocably directs such depositary agent to comply with such request; (ii) when appropriate, requisition from the
Company the amount of cash, if any, to be paid in lieu of the issuance of fractional shares in accordance with Section 14;
(iii) after receipt of such certificates, notices, or depositary receipts, cause the same to be delivered to or upon the order
of the registered holder of such Rights Certificate, registered in such name or names as may be designated by such holder; and
(iv) when appropriate, after receipt thereof, deliver such cash to or upon the order of the registered holder of such Rights
Certificate. The payment of the Exercise Price (as such amount may be reduced (including to zero) pursuant to Section 11(a)(iii)),
and an amount equal to any applicable transfer tax or governmental charge required to be paid by the holder of such Rights Certificate
in accordance with Section 9(e), may be made by certified bank check, money order, cashier’s check or bank draft payable
to the order of the Company. In the event that the Company is obligated to issue securities of the Company other than Preferred
Shares, pay cash or distribute other property pursuant to Section 11(a), then the Company will make all arrangements necessary
so that such other securities, cash or other property are available for distribution by the Rights Agent, if and when appropriate.
Notwithstanding anything to the contrary in this Agreement, the Company reserves the right to require that prior to the occurrence
of a Triggering Event, upon any exercise of Rights, a number of Rights be exercised so that only whole Preferred Shares would be
issued.


 



    	 	-15-	 



     


    

 


(d)          Partial
Exercise. If the registered holder of any Rights Certificate exercises less than all the Rights evidenced thereby, then a new
Rights Certificate evidencing Rights equivalent to the Rights remaining unexercised will be issued by the Rights Agent and delivered
to or upon the order of the registered holder of such Rights Certificate, registered in such name as may be designated by such
holder, subject to the provisions of Section 14.


 


(e)          Prohibited
Issuances. Notwithstanding anything to the contrary in this Agreement, from and after the first occurrence of a Triggering
Event, any Rights that are or were acquired or Beneficially Owned by (i) an Acquiring Person or an Affiliate or Associate
of an Acquiring Person, (ii) a transferee of an Acquiring Person (or an Affiliate or Associate of an Acquiring Person) who
becomes a transferee after the Acquiring Person becomes such (a “Post-Event Transferee”), (iii) a transferee
of an Acquiring Person (or an Affiliate or Associate of an Acquiring Person) who becomes a transferee prior to or concurrently
with the Acquiring Person becoming such and receives such Rights pursuant to either (A) a transfer (whether or not for consideration)
from the Acquiring Person to holders of equity interests in such Acquiring Person or to any Person with whom the Acquiring Person
has any continuing agreement, arrangement or understanding whether or not in writing regarding the transferred Rights or (B) a
transfer that the Board has determined is part of a plan, arrangement or understanding that has as a primary purpose or effect
the avoidance of this Section 7(e) (a “Pre-Event Transferee”), (iv) any subsequent transferee receiving
transferred Rights from a Post-Event Transferee or a Pre-Event Transferee, either directly or through one or more intermediate
transferees (a “Subsequent Transferee”), or (v) any nominee of any of the foregoing will, in each case, become
null and void without any further action, and no holder (whether or not such holder is an Acquiring Person or an Affiliate or Associate
of an Acquiring Person) of such Rights will have any rights whatsoever (including the right to exercise) with respect to such Rights
or any Rights Certificates that formerly evidenced such Rights, whether pursuant to any provision of this Agreement or otherwise.
From and after the first occurrence of a Triggering Event, no Rights Certificate will be issued pursuant to this Agreement (including
to an Acquiring Person, an Affiliate or Associate of an Acquiring Person, a Post-Event Transferee, a Pre-Event Transferee, a Subsequent
Transferee or any nominee of any of the foregoing) that represents one or more Rights that are or have become void pursuant to
this Section 7(e) or with respect to any Ordinary Shares otherwise deemed to be Beneficially Owned by any of the foregoing,
and any Rights Certificate delivered to the Rights Agent that represents Rights that are or have become null and void pursuant
to this Section 7(e) will be cancelled. The Company will use all reasonable efforts to ensure that the provisions of this
Section 7(e) and Section 4(b) are complied with, but neither the Company nor the Rights Agent will have any liability
to any holder of Rights Certificates or to any other Person as a result of the Company’s failure to make any determinations
with respect to an Acquiring Person, an Affiliate or Associate of an Acquiring Person, a Post-Event Transferee, a Pre-Event Transferee,
a Subsequent Transferee or any nominee of any of the foregoing. The Company will provide the Rights Agent with written notice of
the identity of any such Acquiring Person, Affiliate or Associate of an Acquiring Person, Post-Event Transferee, Pre-Event Transferee,
Subsequent Transferee or any nominee of any of the foregoing, and the Rights Agent may rely on such notice in carrying out its
duties pursuant to this Agreement and will be deemed not to have any knowledge of the identity of any such Person unless and until
it has received such notice.


 



    	 	-16-	 



     


    

 


(f)          Information
Concerning Ownership. Notwithstanding anything to the contrary in this Agreement, neither the Rights Agent nor the Company
is obligated to undertake any action with respect to a registered holder of Rights upon the occurrence of any purported exercise
or transfer of Rights as set forth in this Section 7 unless such registered holder, in addition to having complied with the
requirements of Section 7(a), has (i) properly completed and duly executed the certificate contained in the form of election
to purchase or form of assignment, as applicable, set forth on the reverse side of the Rights Certificate surrendered for such
exercise or assignment; and (ii) provided such additional evidence (including the identity of the Beneficial Owner (or former
Beneficial Owner) thereof and of the Rights evidenced thereby, and the Affiliates or Associates of such Beneficial Owner or former
Beneficial Owner) as the Company or the Rights Agent may reasonably request. If such registered holder does not comply with the
foregoing requirements, then the Company will be entitled to conclusively deem such Rights to be Beneficially Owned by an Acquiring
Person (or an Affiliate or Associate of an Acquiring Person, a Post-Event Transferee, a Pre-Event Transferee, a Subsequent Transferee
or any nominee of any of the foregoing, as applicable) and, accordingly, such Rights will be null and void and not exercisable
or transferable.


 


Section 8. Cancellation and Destruction
of Rights Certificates. All Rights Certificates surrendered for the purpose of exercise,
transfer, split up, combination, redemption or exchange will, if surrendered to the Company or to any of its agents, be delivered
to the Rights Agent for cancellation or in cancelled form, or, if surrendered to the Rights Agent, will be cancelled by it, and
no Rights Certificates will be issued in lieu thereof except as expressly permitted by any of the provisions of this Agreement.
The Company will deliver to the Rights Agent for cancellation and retirement, and the Rights Agent will so cancel and retire,
any Rights Certificate purchased or acquired by the Company otherwise than upon the exercise thereof. Subject to applicable law,
the Rights Agent will maintain electronic or physical records of all Rights Certificates that have been cancelled or destroyed
by the Rights Agent. The Rights Agent must maintain such electronic or physical records for the time period required by applicable
law. The Rights Agent must deliver all cancelled Rights Certificates to the Company, or shall, at the written request of the Company,
destroy, or cause to be destroyed, such cancelled Rights Certificates, and in such case must deliver a certificate evidencing
the destruction thereof to the Company (or, at the Company’s option, appropriate copies of the electronic or physical records
relating to Rights Certificates so cancelled or destroyed by the Rights Agent).


 



    	 	-17-	 



     


    

 


Section 9. Reservation and Availability
of Preferred Shares.


 


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


 


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


 


(c)          Registration.
The Company must use all reasonable efforts to (i) file, as soon as practicable following the earliest date after the first
occurrence of a Section 11(a)(ii) Event in which the consideration to be delivered by the Company upon exercise of the Rights
is described in Section 11(a)(ii) or Section 11(a)(iii), or as soon as is required by law following the Distribution
Date, as the case may be, a registration statement pursuant to the Securities Act with respect to the securities purchasable upon
exercise of the Rights on an appropriate form; (ii) cause such registration statement to become effective as soon as practicable
after such filing; and (iii) cause such registration statement to remain effective (with a prospectus at all times meeting
the requirements of the Securities Act) until the earlier of (A) the date as of which the Rights are no longer exercisable
for such securities and (B) the Expiration Date. The Company may temporarily suspend, from time to time for a period not to
exceed 120 days after the date set forth in clause (i) of the first sentence of this Section 9(c), the exercisability
of the Rights in order to prepare and file such registration statement and permit it to become effective or in order to prepare
and file any supplement or amendment to such registration statement that the Board determines to be necessary pursuant to applicable
law. Upon any such suspension, the Company will issue a public announcement stating, and notify the Rights Agent in writing, that
the exercisability of the Rights has been temporarily suspended, as well as issue a public announcement, and notify the Rights
Agent in writing, at such time as the suspension is no longer in effect. In addition, if the Company determines that a registration
statement is required following the Distribution Date, then the Company may temporarily suspend the exercisability of the Rights
until such time as such registration statement has been declared effective. The Company will also take such action as may be appropriate
under, or to ensure compliance with, the securities or “blue sky” laws of the various states in connection with the
exercisability of the Rights, as well as any other applicable law, rule or regulation. Notwithstanding anything to the contrary
in this Agreement, the Rights will not be exercisable in any jurisdiction unless the requisite qualification in such jurisdiction
has been obtained (and the exercise thereof is permitted pursuant to applicable law), or an exemption therefrom is available, and
until a registration statement in respect thereof has been declared and remains effective.


 


(d)          Valid
Issuance. 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 Triggering Event, Ordinary Shares or other securities of the Company) delivered upon
exercise of Rights will, at the time of delivery of the certificates for such securities (or registration on the transfer books
of the Company or the transfer agent for such securities) (subject to payment of the Exercise Price, if any), be duly and validly
authorized and issued and fully paid and nonassessable.


 



    	 	-18-	 



     


    

 


(e)          Taxes
and Charges. The Company further covenants and agrees that it will pay when due and payable any and all transfer taxes and
governmental charges that may be payable in respect of the original issuance or delivery of Rights Certificates (or any Preferred
Share, Ordinary Share or other security of the Company, as the case may be) upon the exercise or exchange of Rights. Notwithstanding
the foregoing, the Company is not required to (i) pay any transfer tax or governmental charge that may be payable in respect
of any transfer or delivery of Rights Certificates (or certificates or depositary receipts for Preferred Shares, Ordinary Shares
or other securities of the Company, as the case may be) in a name other than, or the issuance or delivery of certificates or depositary
receipts for Preferred Shares, Ordinary Shares or other securities of the Company, as the case may be, in a name other than, that
of the registered holder of the Rights Certificate evidencing Rights surrendered for exercise or exchange; or (ii) issue or
deliver any certificates or depositary receipts for Preferred Shares, Ordinary Shares or other securities of the Company, as the
case may be, upon the exercise or exchange of any Rights until any such transfer tax or charge has been paid (any such transfer
tax or charge being payable by the registered holder of such Rights Certificate at the time of surrender or exchange) or it has
been established to the Company’s satisfaction that no such tax or charge is due. The foregoing also apply to any transfer
taxes and governmental charges that may be payable in respect of any uncertificated Rights Certificates, shares or other securities.


 


Section 10. Record Date for Securities
Issued. Each Person in whose name any certificate for a number of one one-thousandths
of a Preferred Share (or any other security of the Company, including Ordinary Shares) is issued (or registration on the transfer
books of the Company or the applicable transfer agent is effected) upon the exercise or exchange of Rights will for all purposes
be deemed to have become the holder of record of such fractional Preferred Share (or other security of the Company) represented
thereby on, and such certificate will be dated (or registration on the transfer books of the Company or the applicable transfer
agent effected), the date on which the Rights Certificate evidencing such Rights was duly surrendered and payment of the applicable
Exercise Price, if any, together with any applicable transfer tax or governmental charge required to be paid by the holder of
such Rights Certificate in accordance with Section 9(e), was made; provided, however, that if the date of such
surrender and payment is a date upon which the transfer books of the Company (or the applicable transfer agent) are closed, then
such Person will be deemed to have become the record holder of such fractional Preferred Shares (or other securities of the Company)
on, and such certificate will be dated (or registration on the transfer books of the Company or the applicable transfer agent
effected), the next succeeding Business Day on which the transfer books of the Company (or the applicable transfer agent) are
open. Prior to the exercise of the Rights evidenced thereby, the holder of a Rights Certificate is not entitled to any rights
of a holder of Preferred Shares (or any other security of the Company) for which the Rights are exercisable, including the right
to vote, to receive dividends or other distributions, or to exercise any preemptive rights, and is not be entitled to receive
any notice of any proceedings of the Company, except as provided herein.


 



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


 


(a)          Certain
Events.


 


(i)          Certain
Adjustments to Preferred Shares. Notwithstanding anything to the contrary in this Agreement, in the event that the Company
at any time after the Rights Dividend Declaration Date (A) declares a dividend on the Preferred Shares payable in Preferred
Shares, (B) subdivides or splits the outstanding Preferred Shares, (C) combines or consolidates the outstanding Preferred
Shares (by reverse share split or otherwise) into a smaller number of Preferred Shares or (D) issues any shares of its share
capital in a reclassification of the Preferred Shares (including any such reclassification in connection with a share exchange,
consolidation or merger in which the Company is the continuing or surviving corporation), then, in each such event, except as otherwise
provided in this Section 11(a)(i) and Section 7(e), (1) the Exercise Price in effect at the time of the record date
for such dividend or of the effective date of such subdivision, split, combination, consolidation or reclassification, and the
number and kind of Preferred Shares or share capital of the Company, as the case may be, issuable on such date, will be proportionately
adjusted so that the holder of any Right exercised after such time will be entitled to receive, upon payment of the Exercise Price
then in effect, the aggregate number and kind of Preferred Shares or securities of the Company, as the case may be, that, 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), such holder would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision,
split, combination, consolidation or reclassification; provided, however, that in no event will the consideration
to be paid upon the exercise of one Right be less than the aggregate par value of the share capital of the Company issuable upon
the exercise of one Right. If an event occurs that would require an adjustment pursuant to both this Section 11(a)(i) and
Section 11(a)(ii), then the adjustment provided for in this Section 11(a)(i) will be in addition to, and will be made
prior to, any adjustment required pursuant to Section 11(a)(ii).


 


(ii)         Exercise
of Rights Following Certain Events. Subject to Section 23 and Section 24, in the event that any Person, at any time
after the Rights Dividend Declaration Date, becomes an Acquiring Person, unless the event causing such Person to become an Acquiring
Person is a transaction set forth in Section 13(a), then promptly following the occurrence of such event each holder of a
Right, except as provided below and in Section 7(e), will thereafter have the right to receive for each Right, upon exercise
thereof in accordance with the terms of this Agreement and payment of the Exercise Price in effect immediately prior to the occurrence
of such event, in lieu of a number of one one-thousandths of a Preferred Share, such number of Ordinary Shares as equals the quotient
obtained by dividing (A) the product obtained by multiplying (1) the Exercise Price in effect immediately prior to the
first occurrence of such event by (2) the number of one one-thousandths of a Preferred Share for which a Right was exercisable
(or would have been exercisable if the Distribution Date had occurred) immediately prior to the first occurrence of such event
by (B) 50% of the Current Per Share Market Price for Ordinary Shares on the date of such first occurrence of such event (such
number of shares, the “Adjustment Shares”); provided, however, that the Exercise Price and the
number of Ordinary Shares so receivable upon the exercise of a Right will be subject to further adjustment as appropriate in accordance
with Section 11(e). In the event that a Section 11(a)(ii) Event has occurred and the Rights are outstanding, then, subject
to Section 27, the Company may not take any action that would eliminate or diminish the benefits intended to be afforded by
the Rights. The Company will promptly notify the Rights Agent in writing when this Section 11(a)(ii) applies.


 



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(iii)        Insufficient
Ordinary Shares. In the event that the number of Ordinary Shares that are authorized by the Company’s Amended and Restated
Memorandum and Articles of Association, as amended, but not outstanding or reserved for issuance for purposes other than upon exercise
of the Rights are not sufficient to permit the exercise in full of the Rights in accordance with Section 11(a)(ii), or if
any necessary regulatory or shareholder approval for such issuance has not been obtained by the Company, then, in the event that
the Rights become exercisable, the Company will (A) determine the Spread and (B) with respect to each Right (subject
to Section 7(e)), make adequate provision to substitute for the Adjustment Shares issuable pursuant thereto, upon the exercise
of a Right and the payment of the applicable Exercise Price, (1) cash, (2) a reduction in the Exercise Price, (3) Preferred
Shares, (4) other equity securities of the Company (including shares or units of shares of any series of preferred shares
that, by virtue of having dividend, voting and liquidation rights substantially comparable to those of the Ordinary Shares, the
Board has deemed in good faith to have substantially the same value or economic rights as the Ordinary Shares (such shares or units
of shares of preferred shares, “Ordinary Share Equivalents”)), (5) debt securities of the Company, (6) other
assets or (7) any combination of the foregoing, in each case having an aggregate value equal to the Current Value (less the
amount of any reduction in the Exercise Price), where such aggregate value has been determined by the Board based upon the advice
of a nationally recognized investment banking firm selected by the Board, which determination will be described in a written statement
filed with the Rights Agent and will be binding on the Rights Agent and the holders of the Rights; provided, however,
that if the Company has not made adequate provision to deliver value pursuant to clause (B) above within 30 days following
the later of (x) the first occurrence of a Section 11(a)(ii) Event and (y) the date on which the Company’s
right of redemption pursuant to Section 23(a) expires (the later of (x) or (y), the “Section 11(a)(ii)
Trigger Date”), then the Company will be obligated to deliver, upon the surrender for exercise of a Right and without
requiring payment of the Exercise Price, Ordinary Shares (to the extent available and except to the extent that the Company has
not obtained any necessary shareholder or regulatory approval for such issuance) and such number or fractions of Preferred Shares
and then, if necessary, cash, which shares or cash have an aggregate value equal to the Spread. If the Board determines in good
faith that it is likely that sufficient additional Ordinary Shares could be authorized for issuance upon exercise in full of the
Rights or that any necessary shareholder or regulatory approval for such issuance could be obtained, the 30 day period set forth
above may be extended and re-extended to the extent necessary (with prompt written notice of any such extension provided to the
Rights Agent) from time to time, but not more than 120 days after the Section 11(a)(ii) Trigger Date, so that the Company
may seek shareholder approval for the authorization of such additional Ordinary Shares or take such action necessary to obtain
such regulatory approval (such period, as it may be extended, the “Substitution Period”). To the extent that
the Company determines that some action need be taken pursuant to the first or second sentences of this Section 11(a)(iii),
the Company (a) will provide, subject to Section 7(e), that such action applies uniformly to all outstanding Rights and
(b) may suspend the exercisability of the Rights until the expiration of the Substitution Period in order to seek such shareholder
approval, to take any action necessary to obtain such regulatory approval 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 will
issue a public announcement (and promptly provide written notice to the Rights Agent) stating that the exercisability of the Rights
has been temporarily suspended, as well as issue a public announcement (and promptly provide written notice to the Rights Agent)
at such time as the suspension is no longer in effect. For purposes of this Section 11(a)(iii), the value of the Ordinary
Shares will be the Current Per Share Market Price of the Ordinary Shares on the Section 11(a)(ii) Trigger Date and the value
of any Ordinary Share Equivalent will be deemed to have the same value as the Ordinary Shares on such date. The Board may, but
will not be required to, establish procedures to allocate the right to receive Ordinary Shares upon the exercise of the Rights
among holders of Rights pursuant to this Section 11(a)(iii).


 



    	 	-21-	 



     


    

 


(b)          Dilutive
Rights Offering. If the Company, at any time after the Rights Dividend Declaration Date, fixes a record date for the issuance
of rights, options or warrants to all holders of Preferred Shares entitling such holders (for a period expiring within 45 days
after such record date) to subscribe for or purchase Preferred Shares or Equivalent Shares, or securities convertible into Preferred
Shares or Equivalent Shares, at a price per share (or having a conversion or exercise price per share, if a security that is convertible
into or exercisable for Preferred Shares or Equivalent Shares) less than the Current Per Share Market Price of the Preferred Shares
on such record date, then, in each such case, the Exercise Price to be in effect after such record date will be determined by multiplying
the Exercise Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of
Preferred Shares and Equivalent Shares (if any) outstanding on such record date, plus the number of Preferred Shares or Equivalent
Shares, as the case may be, that the aggregate offering price of the total number of Preferred Shares or Equivalent Shares, as
the case may be, to be offered or issued (or the aggregate initial conversion price of the convertible securities to be offered
or issued) would purchase at such Current Per Share Market Price, and the denominator of which shall be the number of Preferred
Shares and Equivalent Shares (if any) outstanding on such record date, plus the number of additional Preferred Shares or Equivalent
Shares, as the case may be, to be offered for subscription or purchase (or into which the convertible securities so to be offered
are initially convertible); provided, however, that in no event will the consideration to be paid upon the exercise
of one Right be less than the aggregate par value of the share capital of the Company issuable upon the exercise of one Right.
If such subscription price may be paid in a consideration part or all of which is in a form other than cash, then the value of
such consideration will be as determined in good faith by the Board, whose determination will be described in a statement filed
with the Rights Agent and will be binding on the Rights Agent and the holders of the Rights. Preferred Shares and Equivalent Shares
owned by or held for the account of the Company will not be deemed outstanding for the purpose of any such computation. Such adjustment
will be made successively whenever such a record date is fixed, and in the event that such rights, options or warrants are not
so issued, then the Exercise Price will be adjusted to be the Exercise Price that would then be in effect if such record date had
not been fixed.


 



    	 	-22-	 



     


    

 


(c)          Distributions.
If the Company, at any time after the Rights Dividend Declaration Date, fixes a record date for the making of a distribution to
all holders of Preferred Shares (including any such distribution made in connection with a share exchange, consolidation or merger
in which the Company is the continuing or surviving corporation) of cash (other than a periodic cash dividend out of the earnings
or retained earnings of the Company), assets (other than a dividend payable in Preferred Shares, but including any dividend payable
in shares other than Preferred Shares), evidences of indebtedness, subscription rights, options or warrants (excluding those referred
to in Section 11(b)), then, in each such case, the Exercise Price to be in effect after such record date will be determined
by multiplying the Exercise Price in effect immediately prior to such record date by a fraction, the numerator of which will be
the Current Per Share Market Price of a Preferred Share on such record date, less the fair market value per Preferred Share (as
determined in good faith by the Board, whose determination will be described in a statement filed with the Rights Agent and will
be conclusive and binding on the Rights Agent and the holders of the Rights) of the portion of the cash, assets or evidences of
indebtedness to be so distributed or of such subscription rights, options or warrants applicable to one Preferred Share, and the
denominator of which shall be such Current Per Share Market Price of a Preferred Share on such record date; provided, however,
that in no event will the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the share
capital of the Company issuable upon the exercise of one Right. Such adjustment will be made successively whenever such a record
date is fixed, and in the event that such distribution is not so made, then the Exercise Price will be adjusted to be the Exercise
Price that would have been in effect if such record date had not been fixed.


 


(d)          Insignificant
Changes. Notwithstanding anything to the contrary in this Agreement, no adjustment in the Exercise Price is required unless
such adjustment would require an increase or decrease of at least 1% of the Exercise Price; provided, however, that
any adjustments that by reason of this Section 11(d) are not required to be made will be carried forward and taken into account
in any subsequent adjustment. All calculations pursuant to this Section 11 must be made to the nearest cent or to the nearest
ten-millionth of a Preferred Share or ten-thousandth of any other share or security, as the case may be. Notwithstanding the first
sentence of this Section 11(d), any adjustment required by this Section 11 must be made no later than the earlier of
(i) two years from the date of the transaction that requires such adjustment or (ii) the Expiration Date.


 


(e)          Shares
Other Than Preferred Shares. If as a result of an adjustment made pursuant to Section 11(a) or Section 13(a), the
holder of any Right thereafter exercised will become entitled to receive any share capital other than Preferred Shares, then thereafter
the number of such other shares so receivable upon exercise of any Right and, if required, the Exercise Price thereof, will 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 Section 11(a), Section 11(b), Section 11(c), Section 11(d), Section 11(g),
Section 11(h), Section 11(i), Section 11(j), Section 11(k) and Section 11(l), and the provisions of Section 7,
Section 9, Section 10 and Section 13 with respect to the Preferred Shares will apply on like terms to any such other
shares.


 


(f)          Rights
Issued Subsequent to Adjustment. All Rights originally issued by the Company subsequent to any adjustment made to the Exercise
Price hereunder will evidence the right to purchase, at the adjusted Exercise Price, the number of one one-thousandths of a Preferred
Share (and other share capital or other securities, assets or cash of the Company, if any) purchasable from time to time hereunder
upon exercise of the Rights, all subject to further adjustment as provided herein.


 



    	 	-23-	 



     


    

 


(g)          Effect
of Adjustments on Existing Rights. Unless the Company has exercised its election as provided in Section 11(h), upon each
adjustment of the Exercise Price as a result of the calculations made in Section 11(b) and Section 11(c), each Right
outstanding immediately prior to the making of such adjustment will thereafter evidence the right to purchase, at the adjusted
Exercise Price, that number of Preferred Shares (calculated to the nearest ten-millionth of a Preferred Share) obtained by (i) multiplying
(A) the number of one one-thousandths of a Preferred Share covered by a Right immediately prior to this adjustment by (B) the
Exercise Price in effect immediately prior to such adjustment of the Exercise Price, and (ii) dividing the product so obtained
by the Exercise Price in effect immediately after such adjustment of the Exercise Price.


 


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


 


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


 



    	 	-24-	 



     


    

 


(j)          Par
Value Limitations. Before taking any action that would cause an adjustment reducing the Exercise Price below the par or stated
value, if any, of the number of one one-thousandths of a Preferred Share issuable upon exercise of the Rights, the Company will
take any corporate action that may, in the opinion of its counsel, be necessary in order that the Company may duly and validly
issue as fully paid and nonassessable shares such number of one one-thousandths of a Preferred Share at such adjusted Exercise
Price.


 


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


 


(l)          Reduction
in Exercise Price. Notwithstanding anything to the contrary in this Section 11, the Company is entitled to make such reductions
in the Exercise Price, in addition to those adjustments expressly required by this Section 11, as and to the extent that it,
in its sole discretion, determines to be advisable in order that any (i) consolidation or subdivision of the Preferred Shares
or Ordinary Shares, (ii) issuance wholly for cash of any Preferred Shares or Ordinary Shares at less than the applicable Current
Per Share Market Price, (iii) issuance wholly for cash of Preferred Shares or Ordinary Shares or securities that by their
terms are convertible into or exchangeable for Preferred Shares or Ordinary Shares, (iv) share dividend or (v) issuance
of rights, options or warrants referred to in this Section 11 hereafter made by the Company to holders of Preferred Shares
or Ordinary Shares is not be taxable to such shareholders.


 


(m)          No
Diminishment of Benefit of Rights. The Company covenants and agrees that, after the Distribution Date, it will not, except
as permitted by Section 23, Section 24 or Section 27, take (or permit to be taken) any action if at the time that
such action is taken it is reasonably foreseeable that such action will diminish substantially or otherwise eliminate the benefits
intended to be afforded by the Rights.


 



    	 	-25-	 



     


    

 


(n)          Certain
Adjustments to Ordinary Shares. Notwithstanding anything to the contrary in this Agreement, in the event that the Company,
at any time after the Rights Dividend Declaration Date and prior to the Distribution Date, (i) declares or pays a dividend
on the Ordinary Shares payable in Ordinary Shares, (ii) subdivides or splits the outstanding Ordinary Shares (other than by
the payment of dividends payable in Ordinary Shares), (iii) combines or consolidates the outstanding Ordinary Shares (by reverse
share split or otherwise) into a lesser number of Ordinary Shares or (iv) issues any of its share capital in a reclassification
of the Ordinary Shares (including any such reclassification in connection with a share exchange, consolidation or merger in which
the Company is the continuing or surviving corporation), then, in each such event, except as otherwise provided in this Section 11
or Section 7(e): (A) each Ordinary Share (or share capital issued in such reclassification of the Ordinary Shares) outstanding
immediately following such time will have associated with it the number of Rights as were associated with one Ordinary Share immediately
prior to the occurrence of such event; (B) the Exercise Price in effect at the time of the record date for such dividend or
of the effective date of such subdivision, split, combination, consolidation or reclassification will be adjusted so that the Exercise
Price thereafter equals the result obtained by multiplying the Exercise Price in effect immediately prior to such time by a fraction,
the numerator of which shall be the total number of Ordinary Shares outstanding immediately prior to such event and the denominator
of which shall be the total number of Ordinary Shares outstanding immediately after such event; provided, however,
that in no event will the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the share
capital of the Company issuable upon the exercise of such Right; and (C) the number of one one-thousandths of a Preferred
Share (or such other share capital) issuable upon the exercise of each Right outstanding after such event equals the number of
one one-thousandths of a Preferred Share (or such other share capital) as were issuable with respect to one Right immediately prior
to such event. Each Ordinary Share that becomes outstanding after an adjustment has been made pursuant to this Section 11(n)
will have issued with it that number of Rights, exercisable at the Exercise Price and for the number of one one-thousandths of
a Preferred Share (or such other share capital), as one Ordinary Share has associated with it immediately following the adjustment
made pursuant to this Section 11(n). If an event occurs that would require an adjustment pursuant to both this Section 11(n)
and Section 11(a)(ii), then the adjustment provided for in this Section 11(n) will be in addition to, and will be made
prior to, any adjustment required pursuant to Section 11(a)(ii). The adjustments provided for in this Section 11(n) will
be made successively whenever such a dividend is declared or paid or such a subdivision, split, combination, consolidation or reclassification
is effected.


 


(o)          Adjustment
of Rights Associated with Certain Distributions. Other than in connection with a transaction contemplated by Section 11(n),
in the event that the Company, at any time after the Rights Dividend Declaration Date and prior to the Distribution Date, issues
or distributes any securities or assets in respect of Ordinary Shares (other than (A) a distribution or dividend of its share
capital and (B) pursuant to any non-extraordinary periodic cash dividend), then the Company will make such adjustments, if
any, in the Exercise Price or the number of Rights or securities or other property purchasable upon exercise of Rights as the Board,
in its sole discretion, may deem to be appropriate under the circumstances in order to adequately protect the interests of the
holders of the Rights generally, and the Company and the Rights Agent will amend this Agreement as necessary to provide for such
adjustments.


 


Section 12. Certificate of Adjusted
Exercise Price or Number of Shares. Whenever an adjustment is made, or any event affecting
the Rights or their exercisability (including an event that causes the Rights to become null and void) occurs as provided in Section 11
or Section 13, the Company must promptly (a) prepare a certificate setting forth such adjustment or describing such
event and providing a brief statement of the facts and computations accounting for such adjustment or event; (b) provide
the Rights Agent and each transfer agent for the Ordinary Shares or Preferred Shares a copy of such certificate; and (c) if
a Distribution Date has occurred, mail a brief summary of such adjustment or event to each holder of a Rights Certificate in accordance
with Section 25. Notwithstanding the foregoing, the failure of the Company to make or provide such certification or notice
will not affect the validity of such adjustment or the force or effect of the requirement for such adjustment. The Rights Agent
will (i) be fully protected in relying on any such certificate and on any adjustment or statement contained therein; (ii) have
no duty or liability with respect thereto; and (iii) not be deemed to have knowledge of any such adjustment or event unless
and until it has received such certificate.


 



    	 	-26-	 



     


    

 


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


 


(a)          Certain
Transactions. In the event that, following a Shares Acquisition Date, directly or indirectly, (i) the Company consolidates
with, or merges with and into, any other Person (other than a wholly owned Subsidiary of the Company in a transaction that complies
with Section 11(m)) and the Company is not be the continuing or surviving corporation of such consolidation or merger, (ii) any
Person (other than a wholly owned Subsidiary of the Company in a transaction that complies with Section 11(m)) consolidates
with, or merges with and into, the Company, and the Company is the continuing or surviving corporation of such consolidation or
merger and, in connection with such consolidation or merger, all or part of the Ordinary Shares are changed into or exchanged for
shares or other securities of any other Person or the Company, or cash or any other property, or (iii) the Company sells,
exchanges, mortgages or otherwise transfers (or one or more of its Subsidiaries sells, exchanges, mortgages or otherwise transfers),
in one transaction or a series of related transactions, assets, cash flow or earning power aggregating to 50% or more of the assets,
cash flow or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the
Company or one or more of its wholly owned Subsidiaries in one or more transactions, each of which individually (and together)
complies with Section 11(m)), then, concurrent with and in each such case, proper provision must be made so that (A) each
holder of a Right (except as provided in Section 7(e)) thereafter has the right to receive, upon the exercise thereof at a
price per Right equal to the Exercise Price multiplied by the number of one one-thousandths of a Preferred Share for which a Right
was exercisable immediately prior to the occurrence of such Section 13 Event in accordance with the terms of this Agreement,
and in lieu of Preferred Shares, such number of duly and validly authorized and issued and fully paid and nonassessable and freely
tradable Ordinary Shares of the Principal Party, free of any liens, encumbrances, rights of first refusal or other adverse claims,
as shall be equal to the result obtained by (1) multiplying the then current Exercise Price by the number of one one-thousandths
of a Preferred Share for which a Right is exercisable immediately prior to the first occurrence of a Section 13 Event (or,
if a Section 11(a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number
of such one one-thousandths of a Preferred Share for which a Right was exercisable immediately prior to the first occurrence of
a Section 11(a)(ii) Event by the Exercise Price in effect immediately prior to such first occurrence of a Section 11(a)(ii)
Event), and (2) dividing that product (which, following the first occurrence of a Section 13 Event, will be referred
to as the “Exercise Price” for each Right and for all purposes of this Agreement) by 50% of the Current Per Share Market
Price of the Ordinary Shares of such Principal Party on the date of consummation of such Section 13 Event; provided,
however, that the price per Right so payable and the number of Ordinary Shares of such Principal Party so receivable upon
exercise of a Right will be subject to further adjustment as appropriate in accordance with Section 11(e) to reflect any events
covered thereby occurring in respect of the Ordinary Shares of such Principal Party after the occurrence of such Section 13
Event; (B) such Principal Party will thereafter be liable for, and must assume, by virtue of such Section 13 Event, all
the obligations and duties of the Company pursuant to this Agreement; (C) the term “Company” will thereafter be
deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 will apply only
to such Principal Party following the first occurrence of a Section 13 Event; (D) such Principal Party must take such steps
(including the reservation of a sufficient number of its Ordinary Shares) in connection with the consummation of any such transaction
as may be necessary to ensure that the provisions hereof will thereafter be applicable, as nearly as reasonably may be, in relation
to its Ordinary Shares thereafter deliverable upon the exercise of the Rights; (E) the provisions of Section 11(a)(ii)
will be of no effect following the first occurrence of any Section 13 Event; and (F) upon the subsequent occurrence of
any consolidation, merger, sale, exchange, mortgage, transfer or other extraordinary transaction in respect of such Principal Party,
each holder of a Right will thereupon be entitled to receive, upon exercise of a Right and payment of the Exercise Price as provided
in this Section 13(a), such cash, shares, rights, warrants and other property that such holder would have been entitled to
receive had such holder, at the time of such transaction, owned the Ordinary Shares of the Principal Party receivable upon the
exercise of a Right pursuant to this Section 13(a), and such Principal Party must take such steps (including reservation of
a sufficient number of shares of its share capital) 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. For purposes hereof, the “earning power”
of the Company and its Subsidiaries will be determined in good faith by the Board on the basis of the operating income of each
business operated by the Company and its Subsidiaries during the three fiscal years preceding the date of such determination (or,
in the case of any business not operated by the Company or any of its Subsidiaries during the three fiscal years preceding such
date, during the period that such business was operated by the Company or any of its Subsidiaries).


 



    	 	-27-	 



     


    

 


(b)          Principal
Party. For purposes of this Agreement, the term “Principal Party” means (i) in the case of any transaction
described in clause (i) or (ii) of Section 13(a) (A) the Person that is the issuer of the securities into which
the Ordinary Shares are converted in the consolidation or merger, or, if there is more than one such issuer, the issuer whose Ordinary
Shares have the greatest aggregate market value of shares outstanding, or (B) if no securities are so issued, (1) the Person
that is the other party to the consolidation or merger, if such Person survives the consolidation or merger, or, if there is more
than one such Person, the Person whose Ordinary Shares have the greatest aggregate market value of shares outstanding, (2) if
the Person that is the other party to the merger does not survive such consolidation or merger, the Person that does survive such
consolidation or merger (including the Company if it survives) or (3) the Person resulting from the consolidation or merger; and
(ii) in the case of any transaction described in clause (iii) of Section 13(a), the Person that is the party receiving
the greatest portion of the assets, cash flow or earning power transferred pursuant to such transaction or transactions, or, if
more than one Person that is a party to such transaction or transactions receives the same portion of the assets or earning power
so transferred and each such portion would, were it not for the other equal portions, constitute the greatest portion of the assets
or earning power so transferred, or if the Person receiving the greatest portion of the assets or earning power cannot be determined,
whichever of such Persons is the issuer of Ordinary Shares having the greatest aggregate market value of shares outstanding; provided,
however, that in the case of each of clause (i) and (ii) of this Section 13(b), if the Ordinary Shares of
such Person are not at such time, or have not been continuously over the preceding 12-month period, registered pursuant to Section 12
of the Exchange Act, then if such Person is (x) a direct or indirect Subsidiary of another Person whose Ordinary Shares are
and have been so registered, the term “Principal Party” will refer to such other Person, (y) a direct or indirect
Subsidiary of more than one Person whose Ordinary Shares are and have been so registered, the term “Principal Party”
will refer to whichever of such Persons is the issuer of Ordinary Shares having the greatest aggregate market value of shares outstanding,
or (z) 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 (x) and (y) above will 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 must bear the obligations set forth in this Section 13 in the same ratio
as its interest in such Person bears to the total of such interests.


 



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(c)          Certain
Arrangements. The Company will not consummate or permit to occur any Section 13 Event unless (A) the Principal Party
has a sufficient number of authorized, unissued and unreserved Ordinary Shares to permit the exercise in full of the Rights in
accordance with this Section 13 and (B) prior thereto the Company and the Principal Party have executed and delivered
to the Rights Agent a supplemental agreement confirming that (1) the requirements of this Section 13 will be promptly
performed in accordance with their terms, (2) the Principal Party will, upon consummation of such Section 13 Event, assume
this Agreement in accordance with Section 13(a) and Section 13(b), (3) such Section 13 Event will not result
in a default by the Principal Party pursuant to this Agreement (as it has been assumed by the Principal Party) and (4) the
Principal Party, as soon as practicable after the date of such Section 13 Event and at its own expense, will:


 


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


 


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


 


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


 


(iv)        take
all other action as may be necessary to allow the Principal Party to issue the securities purchasable upon exercise of the Rights.


 



    	 	-29-	 



     


    

 


(d)          Prohibited
Transactions.


 


(i)          Notwithstanding
anything to the contrary in this Agreement, if the Principal Party has a provision in any of its authorized securities or in its
organizational documents that would have the effect of (i) causing the Principal Party to issue (other than to holders of
Rights pursuant to Section 13), in connection with, or as a consequence of, the consummation of a Section 13 Event, Ordinary
Shares or ordinary share equivalents of the Principal Party at less than the then Current Per Share Market Price thereof or securities
exercisable for, or convertible into, Ordinary Shares or ordinary share equivalents of the Principal Party at less than such Current
Per Share Market Price, or (ii) providing for any special payment, tax, charge or similar provision in connection with the
issuance of the Ordinary Shares of the Principal Party pursuant to the provisions of this Section 13, then the Company hereby
agrees with each holder of Rights that it will not consummate any such Section 13 Event unless prior thereto the Company and
such Principal Party have executed and delivered to the Rights Agent a supplemental agreement providing that such provision has
been cancelled, waived, amended or rescinded, or that such authorized securities will be redeemed, so that such provision will
have no effect in connection with, or as a consequence of, the consummation of such Section 13 Event.


 


(ii)         Notwithstanding
anything to the contrary in this Agreement, the Company hereby agrees with each holder of Rights that it will not consummate or
permit to occur any Section 13 Event if (A) at the time or immediately after such Section 13 Event there are any
rights, warrants, instruments or securities outstanding, or any agreements or arrangements, that, as a result of the consummation
of such Section 13 Event, would eliminate or diminish in any material respect the benefits intended to be afforded by the
Rights; (B) all rights of first refusal or preemptive rights in respect of the issuance of Ordinary Shares or ordinary share
equivalents of the Principal Party upon exercise of outstanding Rights have not been irrevocably waived or rendered inapplicable;
(C) prior to, simultaneously with or immediately after such Section 13 Event, the shareholders of the Person who constitutes,
or would constitute, the Principal Party have received a distribution of Rights previously owned by such Person or any of its Affiliates
or Associates; or (D) the form or nature of organization of the Principal Party would preclude or limit the exercisability
of the Rights.


 


(e)          Continued
Applicability. The provisions of this Section 13 will similarly apply to successive mergers, consolidations, sales, exchanges,
mortgages, transfers or other extraordinary transactions. In the event that a Section 13 Event occurs at any time after the
occurrence of a Section 11(a)(ii) Event, then the Rights that have not theretofore been exercised will thereafter become exercisable
in the manner described in Section 13(a) (without taking into account any prior adjustment required by Section 11(a)(ii)).


 


Section 14. Fractional Rights and Fractional
Shares


 


(a)          Cash
in Lieu of Fractional Rights. The Company will not be required to issue fractions of Rights (except prior to the Distribution
Date as provided in Section 11(n)) or to distribute Rights Certificates that evidence fractional Rights. In lieu of such fractional
Rights, the Company will pay to the registered holders of the Rights Certificates with regard to which such fractional Rights would
otherwise be issuable an amount in cash equal to the same fraction of the Current Per Share Market Price of a whole Right, calculated
as of the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable.


 



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(b)          Cash
in Lieu of Fractional Preferred Shares. The Company will not be required to issue fractions of Preferred Shares (other than
fractions that are integral multiples of one one-thousandth of a Preferred Share) upon exercise or exchange of the Rights or to
distribute certificates that evidence fractional Preferred Shares (other than fractions that are integral multiples of one one-thousandth
of a Preferred Share). Interests in fractions of Preferred Shares in integral multiples of one one-thousandth of a Preferred Share
may, at the election of the Company, be evidenced by depositary receipts pursuant to an appropriate agreement between the Company
and a depositary selected by the Company; provided, however, that such agreement must provide that the holders of
such depositary receipts have all of 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 may pay to the registered holders of Rights Certificates at the time that
such Rights are exercised or exchanged as provided herein an amount in cash equal to the same fraction of the current market value
of one one-thousandth of a Preferred Share. For purposes of this Section 14(b), the current market value of one one-thousandth
of a Preferred Share will be one one-thousandth of the Current Per Share Market Price of a Preferred Share, calculated as of the
Trading Day immediately prior to the date of such exercise or exchange.


 


(c)          Cash
in Lieu of Fractional Ordinary Shares. The Company is not required to issue fractions of Ordinary Shares or to distribute certificates
that evidence fractional Ordinary Shares upon the exercise or exchange of Rights. In lieu of such fractional Ordinary Shares, the
Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised or exchanged as provided
herein an amount in cash equal to the same fraction of the current market value of an Ordinary Share. For purposes of this Section 14(c),
the current market value of an Ordinary Share will be the Current Per Share Market Price of an Ordinary Share, calculated as of
the Trading Day immediately prior to the date of such exercise or exchange.


 


(d)          Waiver
of Fractional Rights. Except as permitted by this Section 14, the holder of a Right, by the acceptance of such Right,
expressly waives such holder’s right to receive any fractional Rights or any fractional shares of any security upon the exercise
or exchange of a Right.


 


(e)          Procedure
for Payment. Whenever a payment for fractional Rights, Preferred Shares or Ordinary Shares is to be made by the Rights Agent
pursuant to this Agreement, the Company will (i) promptly prepare and deliver to the Rights Agent a certificate setting forth
in reasonable detail the facts related to such payment and the prices or formulas utilized in calculating such payments; and (ii) provide
sufficient monies to the Rights Agent to make such payments. The Rights Agent will be fully protected in relying upon such certificate
and will have no duty with respect thereto, and will not be deemed to have knowledge of any payment for fractional Rights, Preferred
Shares or Ordinary Shares pursuant to this Agreement unless and until the Rights Agent has received such certificate and sufficient
monies.


 


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


 



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


 


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


 


(b)          after
the Distribution Date, the Rights Certificates are transferable only on the transfer 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 and
with the appropriate forms and certificates fully completed;


 


(c)          subject
to Section 6(a) and Section 7(f), the Company and the Rights Agent may deem and treat the Person in whose name the Rights
Certificate (or, prior to the Distribution Date, the associated certificate for Ordinary Shares or Book Entry Shares, as applicable)
is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or
writing on the Rights Certificates or the associated certificate for Ordinary Shares or Book Entry Shares, as applicable, made
by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent
(subject to Section 7(e)) will be affected by any notice to the contrary;


 


(d)          notwithstanding
anything to the contrary in this Agreement, neither the Company nor the Rights Agent will have any liability to any holder of a
Right (or a beneficial interest in a Right) or other Person as a result of the inability of the Company or the Rights Agent to
perform any of their respective obligations pursuant to this Agreement by reason of any preliminary or permanent injunction or
other order, judgment, decree or ruling (whether interlocutory or final) issued by a court of competent jurisdiction or by a governmental,
regulatory, self-regulatory or 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 will use all reasonable efforts to have any such injunction, order, judgment, decree or ruling
lifted or otherwise overturned as promptly as practicable;


 


(e)          Rights
that are Beneficially Owned by certain Persons will, under the circumstances set forth in Section 7(e), become null and void;
and


 



    	 	-32-	 



     


    

 


(f)          this
Agreement may be supplemented or amended from time to time in accordance with Section 27.


 


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


 


Section 18. Concerning the Rights Agent


 


(a)          Compensation;
Reimbursement; Indemnification. The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered
by it hereunder and, from time to time, on demand of the Rights Agent, the reasonable and documented out-of-pocket expenses and
counsel fees and other disbursements incurred by the Rights Agent in connection with the preparation, negotiation, delivery, execution,
amendment and administration 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 the reasonable and documented fees of its outside counsel) incurred without gross
negligence, bad faith or willful misconduct on the part of the Rights Agent (which gross negligence, bad faith or willful misconduct
must be determined by a final, non-appealable judgment of a court of competent jurisdiction) for any action taken, suffered or
omitted to be taken by the Rights Agent in connection with the acceptance, administration, exercise and performance of its duties
pursuant to this Agreement, including the costs and expenses of defending against any claim of liability and appealing any claim
of liability arising therefrom, directly or indirectly. The provisions of this Section 18 and Section 20 will survive
the termination of this Agreement, the exercise, exchange or expiration of the Rights and the resignation, replacement or removal
of the Rights Agent.


 


(b)          Reliance
by the Rights Agent. The Rights Agent is authorized to rely conclusively on, and will be protected and incur no liability for,
or in respect of any action taken, suffered or omitted to be taken by it in connection with its acceptance and administration of
this Agreement, and the exercise and performance of its duties pursuant to this Agreement, in reliance upon any (i) Rights
Certificate, (ii) certificate (or registration on the transfer books of the Company, including, in the case of uncertificated
shares, by notation in book entry accounts reflecting ownership) for Preferred Shares, Ordinary Shares or other securities of the
Company issuable upon exercise of Rights or (iii) instrument of assignment or transfer, power of attorney, endorsement, affidavit,
letter, notice, direction, consent, certificate, statement or other paper or document reasonably believed by it, in the absence
of gross negligence, bad faith or willful misconduct (which gross negligence, bad faith or willful misconduct must be determined
by a final, non-appealable judgment of a court of competent jurisdiction), to be genuine and to be duly executed and, where necessary,
verified or acknowledged, by the proper Person, or otherwise upon the advice of counsel as set forth in Section 20. The Rights
Agent will not be required to take notice, or be deemed to have any knowledge, of any fact, event or determination of which it
was supposed to receive notice hereunder (including any dates or events defined in this Agreement or the designation of any Person
as an Acquiring Person or an Affiliate or Associate of an Acquiring Person), and the Rights Agent will be fully protected and will
incur no liability for failing to take action in connection therewith, unless and until it has received such notice in writing.


 



    	 	-33-	 



     


    

 


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


 


(a)          Merger
or Consolidation of Rights Agent. Any Person into which the Rights Agent or any successor Rights Agent may be merged or with
which it may effect a share exchange or be consolidated, or any Person resulting from any merger, share exchange or consolidation
to which the Rights Agent or any successor Rights Agent is a party, or any Person succeeding to the corporate trust, share transfer
or shareholder services business of the Rights Agent or any successor Rights Agent, will be the successor to the Rights Agent pursuant
to this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto so long
as such Person is eligible for appointment as a successor Rights Agent pursuant to the provisions of Section 21. The purchase
of all or substantially all of the Rights Agent’s assets employed in the performance of this Agreement, or transfer or rights
agent services generally, will be deemed to be a merger, share exchange or consolidation for purposes of this Section 19.
If at the time that such successor Rights Agent succeeds to the agency created by this Agreement any of the Rights Certificates
have been countersigned but not delivered, then any such successor Rights Agent may adopt the countersignature of any predecessor
Rights Agent and deliver such Rights Certificates so countersigned, and if at that time any of the Rights Certificates have not
been countersigned, then any successor Rights Agent may countersign such Rights Certificates either in the name of the predecessor
Rights Agent or in the name of the successor Rights Agent. In all such cases, such Rights Certificates will have the full force
and effect provided in the Rights Certificates and in this Agreement.


 


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


 


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


 



    	 	-34-	 



     


    

 


(a)          Before
the Rights Agent acts or refrains from acting, the Rights Agent may consult with legal counsel that it selects (who may be legal
counsel for the Company or an employee of the Rights Agent), and the advice or opinion of such counsel will be full and complete
authorization and protection to the Rights Agent, and the Rights Agent will incur no liability for or in respect of, any action
taken, suffered or omitted to be taken by it in the absence of gross negligence, bad faith or willful misconduct (which gross negligence,
bad faith or willful misconduct must be determined by a final, non-appealable judgment of a court of competent jurisdiction) in
accordance with such advice or opinion.


 


(b)          Whenever
in the performance of its duties pursuant to this Agreement the Rights Agent deems it necessary or desirable that any fact or matter
(including the identity of any 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 is specifically prescribed herein) may be deemed to be conclusively proved and established by
a certificate signed by any one of the Chairman of the Board, the Chief Executive Officer or the Chief Financial Officer of the
Company and delivered to the Rights Agent, and such certificate will be full and complete authorization and protection to the Rights
Agent, and the Rights Agent will incur no liability for or in respect of any action taken, suffered or omitted to be taken in the
absence of gross negligence, bad faith or willful misconduct (which gross negligence, bad faith or willful misconduct must be determined
by a final, non-appealable judgment of a court of competent jurisdiction) by it pursuant to the provisions of this Agreement in
reliance upon such certificate.


 


(c)          The
Rights Agent will be liable hereunder to the Company and any other Person only for its and its directors’, officers’,
employees’, Affiliates’, agents’, advisors’ and representatives’ own gross negligence, bad faith
or willful misconduct (which gross negligence, bad faith or willful misconduct must be determined by a final, non-appealable judgment
of a court of competent jurisdiction). In no event will the Rights Agent be liable for special, indirect or consequential loss
or damage of any kind whatsoever (including lost profits), even if the Rights Agent has been advised of the possibility of such
loss or damage.


 


(d)          The
Rights Agent will not be liable hereunder for or by reason of any of the statements of fact or recitals contained in this Agreement,
the Rights Certificates or any certificate (or registration on the transfer books of the Company, including, in the case of uncertificated
shares, by notation in book entry accounts reflecting ownership) for Preferred Shares, Ordinary Shares or other securities of the
Company issuable upon exercise of Rights, or be required to verify the same (except, in each case, its countersignature thereof,
if applicable), and all such statements and recitals are and will be deemed to have been made by the Company only.


 



    	 	-35-	 



     


    

 


(e)          The
Rights Agent will not (i) have any liability for or be under any responsibility in respect of the validity of this Agreement
or the execution and delivery hereof (except the due authorization, execution and delivery hereof by the Rights Agent) or in respect
of the validity or execution of any Rights Certificate (except its countersignature thereof) or any certificate (or registration
on the transfer books of the Company, including, in the case of uncertificated shares, by notation in book entry accounts reflecting
ownership) for Preferred Shares, Ordinary Shares or other securities of the Company issuable upon exercise of Rights (except, in
each case, its countersignature thereof, if applicable); (ii) be responsible for any change in the exercisability or exchangeability
of Rights (including certain Rights becoming null and void pursuant to Section 7(e)), except with respect to the exercise
of Rights evidenced by Rights Certificates after notice of such change has been provided by the Company; (iii) be responsible
for any breach by the Company of any covenant or condition contained in this Agreement or any Rights Certificate; (iv) be
responsible for (A) any adjustment or change required pursuant to Section 3, Section 11, Section 13, Section 23
or Section 24, (B) the manner, method or amount of any such adjustment or change or (C) ascertaining the existence
of facts that would require any such adjustment or change (except with respect to the exercise of Rights evidenced by Rights Certificates
after receipt by the Rights Agent of a certificate furnished pursuant to Section 12 describing such adjustment or change);
(v) be responsible for any determination by the Board of the Current Per Share Market Price of any security pursuant to this
Agreement; or (vi) by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation
of any securities to be issued pursuant to this Agreement or any Rights Certificate or as to whether any such securities will,
when issued, be duly and validly authorized and issued and fully paid and nonassessable.


 


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


 


(g)          The
Rights Agent is hereby authorized and directed to accept instructions with respect to the performance of its duties hereunder from
any of the Chairman of the Board, the Chief Executive Officer or the Chief Financial Officer of the Company, and it is authorized
to apply to any such director or officer for advice or instructions in connection with its duties pursuant to this Agreement. Such
advice and instructions will be full and complete authorization and protection to the Rights Agent, and the Rights Agent will not
be liable for or in respect of any action taken, suffered or omitted to be taken by it in accordance with the written advice or
instructions of any such director or officer or for any delay in acting while waiting for those instructions, in each case in the
absence of gross negligence, bad faith or willful misconduct (which gross negligence, bad faith or willful misconduct must be determined
by a final, non-appealable judgment of a court of competent jurisdiction). The Rights Agent will be fully and completely authorized
and protected in relying on the latest-dated instructions received from any such director or officer. 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, suffered or omitted to be taken by the Rights Agent pursuant to this Agreement and the date on or after which such
action will be taken, suffered or omitted to be taken. The Rights Agent will not be liable for any action taken or suffered by,
or omission of, the Rights Agent in accordance with a proposal included in any such application on or after the date specified
in such application (which date must not be less than 10 Business Days after, but not including, the date on which any such director
or officer of the Company actually receives such application, unless any such director or officer has consented in writing to an
earlier date) unless, prior to taking any such action (or the effective date in the case of an omission), the Rights Agent has
received, in response to such application, written instructions with respect to the proposed action or omission specifying a different
action to be taken, suffered or omitted to be taken.


 



    	 	-36-	 



     


    

 


(h)          The
Rights Agent and any member, shareholder, director, officer, employee or Affiliate of the Rights Agent (in each case, other than
an Acquiring Person) may buy, sell or deal in any of the Rights or other securities of the Company or become pecuniarily interested
in any transaction in which the Company may be interested, or contract with or lend money to the Company or otherwise act as fully
and freely as though it were not the Rights Agent pursuant to this Agreement. Nothing herein will preclude the Rights Agent or
any such member, shareholder, director, officer, employee or Affiliate from acting in any other capacity for the Company or for
any other Person.


 


(i)          The
Rights Agent may execute and exercise any of the rights or powers hereby vested in it or perform any duty hereunder either itself
(including through its directors, officers and employees) or by or through its attorneys or agents, and the Rights Agent will not
be answerable or accountable for any act, omission, default, neglect or misconduct of any such attorneys or agents or for any loss
to the Company, to the holders of Rights or to any other Person resulting from any such act, omission, default, neglect or misconduct
in the absence of gross negligence, bad faith or willful misconduct in the selection and continued employment thereof (which gross
negligence, bad faith or willful misconduct must be determined by a final, non-appealable judgment of a court of competent jurisdiction).


 


(j)          No
provision of this Agreement requires the Rights Agent to expend or risk its own funds or otherwise incur any financial liability
in the performance of any of its duties hereunder (other than costs and expenses incurred by the Rights Agent in providing services
to the Company in the ordinary course of its business as the Rights Agent) or in the exercise of its rights if it reasonably believes,
after consultation with counsel, that repayment of such funds or adequate indemnification against such risk or liability is not
reasonably assured to it.


 


(k)          If,
with respect to any Rights Certificate surrendered to the Rights Agent for exercise or transfer, the certificate contained in the
form of election to purchase or form of assignment, as the case may be, has either (i) not been properly completed or (ii) indicates
an affirmative response to clause (1) or clause (2) thereof, then the Rights Agent will not take any further action with respect
to such requested exercise or transfer without first consulting with the Company.


 


(l)          From
time to time after the Distribution Date, upon the written request of the Company, the Rights Agent will 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
record holders of Rights and Rights Certificates.


 



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Section 21. Change of Rights Agent.
The Rights Agent or any successor Rights Agent may resign and be discharged from its duties pursuant to this Agreement
upon 30 days’ written notice to the Company (or such lesser notice as is acceptable to the Company) and to each transfer
agent of the Preferred Shares and the Ordinary Shares (in the event that the Rights Agent or one of its Affiliates is not also
such transfer agent), delivered to the Company in accordance with Section 26. In the event that any transfer agency relationship
in effect between the Company and the Rights Agent or any of its Affiliates terminates, the Rights Agent will be deemed to have
automatically resigned and be discharged from its duties under this Agreement on the effective date of such termination, and the
Company will be responsible for sending any required notices. The Company may remove the Rights Agent or any successor Rights
Agent, with or without cause, upon 30 days’ notice in writing to the Rights Agent or any successor Rights Agent, as the
case may be, and to each transfer agent of the Preferred Shares and the Ordinary Shares (in the event that the Rights Agent or
one of its Affiliates is not also such transfer agent), delivered to the Rights Agent in accordance with Section 26. If the
Rights Agent resigns or is removed or otherwise becomes incapable of acting, then the resigning, removed or incapacitated Rights
Agent must, upon the Company’s request, remit to the Company or to any successor Rights Agent, all books, records, funds,
certificates or other documents or instruments of any kind then in its possession that were acquired by such resigning, removed
or incapacitated Rights Agent in connection with its services as the Rights Agent in accordance with its record retention policy.
Following such removal, resignation or incapacity, the Company will appoint a successor to the Rights Agent. If the Company fails
to make such appointment within a period of 30 days after giving written 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 registered holder of a Rights
Certificate (who must, together with such notice, submit such registered holder’s Rights Certificate for inspection by the
Company), then any registered holder may apply, at the Company’s expense, to a court of competent jurisdiction for the appointment
of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such court, must be either (a) a
Person organized, in good standing and doing business pursuant to the laws of the United States or any state of the United States
that is authorized pursuant to such laws to exercise corporate trust, share transfer or shareholder services, is subject to supervision
or examination by federal or state authorities and has at the time of its appointment as Rights Agent a combined capital and surplus
of at least $50,000,000 or (b) an Affiliate or direct or indirect wholly owned Subsidiary of such Person. After appointment,
the successor Rights Agent will 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, and the predecessor Rights Agent must 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 such purpose. Not later than the effective date of any such appointment, the Company will file notice thereof
in writing with the predecessor Rights Agent and each transfer agent of the Preferred Shares and the Ordinary Shares (in the event
that the Rights Agent or one of its Affiliates is not also such transfer agent), and deliver such notice to the holders of Rights
Certificates in accordance with Section 26. Notwithstanding anything to the contrary in this Agreement, failure to give any
notice provided for in this Section 21, or any defect therein, will 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. Upon appointment, any successor
Rights Agent will, unless the context requires otherwise, be deemed to be the Rights Agent for all purposes of this Agreement.


 



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Section 22. Issuance of New Rights
Certificates. Notwithstanding anything to the contrary in this Agreement or the Rights,
the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by the Board to
reflect any adjustment or change in the Exercise Price and the number or kind or class of shares or other securities or property
purchasable pursuant to the Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection
with the issuance or sale of Ordinary Shares following the Distribution Date and prior to the Expiration Date, the Company will,
with respect to Ordinary Shares so issued or sold (whether pursuant to the exercise of share options or pursuant to any employee
benefit plan or arrangement or upon the exercise, conversion or exchange of other securities of the Company outstanding as of
the Rights Dividend Declaration Date or upon the exercise, conversion or exchange of securities issued by the Company after the
Rights Dividend Declaration Date (except, in each case, as may otherwise be provided in the instruments governing such securities)),
and may, in any other case, if deemed necessary or appropriate by the Board, issue Rights Certificates representing the appropriate
number of Rights in connection with such issuance or sale; provided, however, that (a) no such Rights Certificate
will be issued if, and to the extent that, the Company is advised by counsel that such issuance would create a significant risk
of or result in material adverse tax consequences to the Company or the Person to whom such Rights Certificate would be issued
or would create a significant risk of or result in such options or employee plans or arrangements failing to qualify for otherwise
available special tax treatment; (b) no such Rights Certificate will be issued if, and to the extent that, appropriate adjustment
will otherwise have been made in lieu of the issuance thereof; and (c) the Company will have no obligation to distribute
Rights Certificates to any Acquiring Person, Affiliate or Associate of an Acquiring Person, Post-Event Transferee, Pre-Event Transferee,
Subsequent Transferee or any nominee of any of the foregoing.


 


Section 23. Redemption


 


(a)          Right
to Redeem. The Board may, at its option, at any time prior to the earlier of (i) the Distribution Date or (ii) the
Close of Business on the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption
price of $0.001 per Right, as such amount may be appropriately adjusted to reflect any share split, share dividend, recapitalization
or similar transaction occurring after the Rights Dividend Declaration Date (such redemption price, the “Redemption Price”).
Notwithstanding anything to the contrary in this Agreement, the Rights will not be exercisable after the first occurrence of a
Section 11(a)(ii) Event until such time as the Company’s right of redemption pursuant to this Section 23 has expired.
The Company may, at its option, pay the Redemption Price in Ordinary Shares (based on the Current Per Share Market Price of Ordinary
Shares at the time of redemption), cash or any other form of consideration deemed appropriate by the Board, in its sole discretion,
to be at least equivalent to the Redemption Price. Such redemption of the Rights by the Board may be made effective at such time,
on such basis and with such conditions as the Board in its sole discretion may establish. The date on which the Board elects to
make the redemption effective is referred to as the “Redemption Date.”


 


(b)          General
Redemption Procedures. Immediately upon the action of the Board ordering the redemption of the Rights (or at such later time
as the Board may establish for the effectiveness of such redemption), evidence of which will have been filed with the Rights Agent,
and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter
of the holders of Rights will be to receive the Redemption Price for each Right so held. The Company will promptly give public
notice of any such redemption (with prompt written notice thereof also provided to the Rights Agent). Promptly after the action
of the Board ordering the redemption of the Rights, the Company will give, or cause to be given, notice of such redemption to the
holders of Rights Certificates in accordance with Section 26; provided, however, that any notice that is so
provided will be deemed given, whether or not the holder receives the notice. Each such notice of redemption must state the method
by which the payment of the Redemption Price is to be made. The failure to give, or any defect in, any notice required by this
Section 23 will not affect the legality or validity of the action taken by the Board or of the redemption.


 



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(c)          Discharge
of Obligations. Notwithstanding anything to the contrary in this Agreement, in the event of a redemption pursuant to Section 23(a),
the Company may, at its option, discharge all of its obligations with respect to the Rights by (i) issuing a press release
or making a publicly-available filing with the Securities and Exchange Commission announcing the manner of redemption of the Rights
and (ii) mailing payment of the Redemption Price to the holders of Rights at the addresses of such holders as shown on the
transfer books of the Rights Agent or, prior to the Distribution Date, on the transfer books of the Company or the transfer agent
for the Ordinary Shares, and upon such action, all outstanding Right Certificates will be void without any further action by the
Company.


 


(d)          Prohibited
Purchases. Notwithstanding anything to the contrary in this Agreement, neither the Company nor any of its Affiliates or Associates
may redeem, acquire or purchase for value any Rights at any time in any manner other than as specifically set forth in this Section 23
or in Section 24, or other than in connection with the purchase or repurchase of Ordinary Shares prior to the Distribution
Date.


 


Section 24. Exchange.


 


(a)          Exchange
of Ordinary Shares for Rights. The Board may, at its option, at any time after any Person becomes an Acquiring Person, exchange
all or part of the then outstanding and exercisable Rights (which will not include Rights that have become null and void pursuant
to the provisions of Section 7(e)) for Ordinary Shares at an exchange ratio of one Ordinary Share per Right, appropriately
adjusted to reflect any share split, share dividend, recapitalization or similar transaction occurring after the Rights Dividend
Declaration Date (such exchange ratio, the “Exchange Ratio,” and such determination by the Board to effect such
exchange, an “Exchange Determination”). Notwithstanding the foregoing, from and after the occurrence of a Section 13
Event, any Rights that theretofore have not been exchanged pursuant to this Section 24(a) will thereafter be exercisable only
in accordance with Section 13 and may not be exchanged (or eligible for exchange) pursuant to this Section 24(a).


 



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(b)          Exchange
Procedures.


 


(i)          Immediately
following an Exchange Determination and without any further action or notice, the right to exercise such Rights will terminate
and the only right thereafter of a holder of such Rights is to receive that number of Ordinary Shares equal to the number of such
Rights held by such holder multiplied by the Exchange Ratio. The Company will promptly give public notice of any such exchange
(with prompt written notice thereof also provided to the Rights Agent), and thereafter will promptly give, or cause to be given,
notice of such exchange to the holders of the then outstanding Rights (other than Rights that have become null and void pursuant
to the provisions of Section 7(e)) by mailing such notice, in accordance with Section 26; provided, however,
that any notice that is so provided will be deemed given, whether or not the holder receives the notice. Each such notice of exchange
must state the method by which the exchange of Ordinary Shares for Rights is to be effected (including the actions that must be
taken by the holders of Rights to receive Ordinary Shares in exchange for Rights) and, in the event of any partial exchange, the
number of Rights that are to be exchanged. Any partial exchange will be effected pro rata based on the number of Rights (other
than Rights that have become null and void pursuant to the provisions of Section 7(e)) held by each holder of Rights. Following
an Exchange Determination, the Company may implement such procedures as it deems appropriate, in its sole discretion, to minimize
the possibility that any Ordinary Shares (or other consideration) issuable pursuant to this Section 24 are received by Persons
whose Rights are null and void pursuant to Section 7(e). Prior to effecting any exchange, the Company may require, or cause
the trustee of the Trust to require, as a condition thereof, that any registered holder of Rights provide such evidence (including
the identity of the Beneficial Owner (or former Beneficial Owner) thereof and the Affiliates or Associates of such Beneficial Owner
or former Beneficial Owner) as the Company may reasonably request in order to determine if such Rights are null and void pursuant
to Section 7(e). If such registered holder does not comply with the foregoing requirements, then the Company will be entitled
to conclusively deem such Rights to be Beneficially Owned by an Acquiring Person (or an Affiliate or Associate of an Acquiring
Person, a Post-Event Transferee, a Pre-Event Transferee, a Subsequent Transferee or any nominee of any of the foregoing) and, accordingly,
such Rights will be null and void and not exchangeable in connection herewith. Any Ordinary Shares (or other securities) issued
at the direction of the Board in connection with an Exchange Determination will be duly and validly authorized and issued and fully
paid and nonassessable, and the Company will be deemed to have received as consideration for such issuance a benefit having a value
that is at least equal to the aggregate par value of the Ordinary Shares (or other securities) so issued. The failure to give,
or any defect in, any notice required by this Section 24 will not affect the legality or validity of the action taken by the
Board or of such exchange.


 


(ii)         The
exchange of the Rights pursuant to Section 24(a) may be made effective at such time, on such basis and with such conditions
as the Board, in its sole discretion, may establish. Without limiting the foregoing, prior to effecting an exchange pursuant to
Section 24(a), the Board may direct the Company to enter into a trust agreement in such form and with such terms as the Board
approves (the “Trust Agreement”). If the Board so directs, then the Company must enter into the Trust Agreement
and must issue to the trust created by such agreement (the “Trust”) all of the Ordinary Shares (or other consideration)
issuable pursuant to the exchange (or any portion thereof that has not theretofore been issued in connection with the exchange).
From and after the time at which such Ordinary Shares (or other consideration) are issued to the Trust, all shareholders then entitled
to receive Ordinary Shares (or other consideration) pursuant to the exchange will be entitled to receive such shares or consideration
(and any dividends or distributions made thereon after the date on which such shares or consideration are deposited into the Trust)
only from the Trust and solely upon compliance with the relevant terms and provisions of the Trust Agreement.


 



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(c)          Insufficient
Shares. In the event that there are not sufficient Ordinary Shares issued but not outstanding or authorized but unissued to
permit any exchange of Rights as contemplated in accordance with Section 24(a), then the Company will either take such action
as may be necessary to authorize additional Ordinary Shares for issuance upon exchange of the Rights or alternatively, at the option
of the Board, with respect to each Right (i) pay cash in an amount equal to the Current Exchange Value in lieu of issuing
Ordinary Shares in exchange therefor; (ii) issue debt or equity securities (or a combination thereof) having a value equal
to the Current Exchange Value in lieu of issuing Ordinary Shares in exchange for each such Right, where the value of such securities
will be determined by the Board based upon the advice of a nationally recognized investment banking firm selected by the Board,
which determination will be described in a written statement filed with the Rights Agent and will be binding on the Rights Agent
and the holders of Rights; or (iii) deliver any combination of cash, property, Ordinary Shares, Preferred Shares, Equivalent
Shares or other securities having a value equal to the Current Exchange Value in exchange for each Right. To the extent that the
Company determines that some action need be taken pursuant to this Section 24(c), then the Board may temporarily suspend the
exercisability of the Rights for a period of up to 120 days following the date on which the Exchange Determination has occurred
in order to seek any authorization of additional Ordinary Shares or to decide the appropriate form of distribution to be made pursuant
to the above provision and to determine the value thereof. Upon any such suspension, the Company will issue a public announcement
stating, and notify the Rights Agent in writing, that the exercisability of the Rights has been temporarily suspended, as well
as issue a public announcement, and notify the Rights Agent in writing, at such time as the suspension is no longer in effect.


 


(d)          Cash
in Lieu of Fractional Ordinary Shares. In connection with an Exchange Determination, the Company will not be required to issue
fractions of Ordinary Shares or to distribute certificates that evidence fractional Ordinary Shares. In lieu of such fractional
Ordinary Shares, the Company may pay to the registered holders of Rights Certificates with regard to which such fractional Ordinary
Shares would otherwise be issuable an amount in cash equal to the same fraction of the Current Per Share Market Price of an Ordinary
Share, calculated as of the Trading Day immediately prior to the date of the Exchange Determination.


 


Section 25. Notice of Certain Events


 


(a)          Certain
Distributions. If the Company proposes, at any time after the Distribution Date, to (i) declare or pay any dividend payable
in shares 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 quarterly or periodic cash dividend out of earnings or retained earnings of the Company), (ii) offer
to the holders of Preferred Shares rights or warrants to subscribe for or to purchase any additional Preferred Shares or shares
of any class or any other securities, rights or options, (iii) effect any reclassification of the Preferred Shares (other
than a reclassification involving only the subdivision of outstanding Preferred Shares), (iv) effect any share exchange, consolidation
or merger into or with any other Person (other than a wholly owned Subsidiary of the Company in a transaction that complies with
Section 11(m)), (v) effect any sale or other transfer (or permit one or more of its Subsidiaries to effect any sale or
other transfer), in one transaction or a series of related transactions, of more than 50% of the assets, cash flow or earning power
of the Company and its Subsidiaries (taken as a whole) to any other Person, (vi) effect the liquidation, dissolution or winding
up of the Company, (vii) declare or pay any dividend on the Ordinary Shares payable in Ordinary Shares or (viii) effect
a subdivision, combination or consolidation of the Ordinary Shares (by reclassification or otherwise than by payment of dividends
in Ordinary Shares), then, in each such case, the Company will give written notice of such proposed action to the Rights Agent
and the holders of Rights Certificates in accordance with Section 26, which notice must specify the record date for the purposes
of such share dividend, distribution of rights or warrants, or the date on which such subdivision, combination, reclassification,
share exchange, consolidation, merger, sale, transfer, liquidation, dissolution or winding up is to take place and the date of
participation therein by the holders of Preferred Shares or Ordinary Shares, if any such date is to be fixed, and such notice must
be so given in the case of any action covered by clause (i) or (ii) above at least 10 Business Days prior to but not
including the record date for determining holders of Preferred Shares for purposes of such action, and in the case of any such
other action, at least 10 Business Days prior to but not including the date of the taking of such proposed action or the date of
participation therein by the holders of Preferred Shares or Ordinary Shares, whichever is earlier.


 



    	 	-42-	 



     


    

 


(b)          Certain
Events. If any Triggering Event has occurred, then (i) the Company will as soon as practicable thereafter give, or cause
to be given, to each holder of Rights Certificates a notice in accordance with Section 26 of the occurrence of such Triggering
Event, which notice must specify the event and the consequences of the event to holders of Rights pursuant to Section 11(a)(ii)
or Section 13, and (ii) all references in this Section 25 to Preferred Shares will thereafter be deemed to be references
to Ordinary Shares or, if appropriate, other securities.


 


Section 26. Notices. Notices or
demands authorized by this Agreement to be given or made by the Rights Agent or by the holder of any Rights Certificate to or
on the Company will be sufficiently given or made if in writing and sent by a recognized national overnight delivery service,
fax (when such fax is transmitted to the fax number set forth below and confirmation of transmission is received) or first-class
mail, postage prepaid, addressed (until another address is filed in writing with the Rights Agent by the Company) as follows:


 


China Biologic Products Holdings, Inc.


18th Floor, Jialong International Building


19 Chaoyang Park Road


Chaoyang District, Beijing 100125


People’s Republic of China

Attention:   Corporate Secretary


Fax: 8610 6598 3222


 


with a copy (which will not constitute notice) to:


 


Davis Polk & Wardwell


2201 China World Office 2

1 Jian Guo Men Wai Avenue

Chao Yang District


Beijing 100004


People’s Republic of China


Attention: Howard Zhang


Fax:   8610 8567 5002


 


Subject to the provisions of Section 21,
any notice or demand authorized by this Agreement to be given or made by the Company or by the holder of any Rights Certificate
to or on the Rights Agent will be sufficiently given or made if in writing and sent by a recognized national overnight delivery
service, fax (when such fax is transmitted to the fax number set forth below and confirmation of transmission is received) or first-class
mail, postage prepaid, addressed (until another address is filed in writing with the Company by the Rights Agent) as follows:


 



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Securities Transfer Corporation


2591 Dallas Parkway, Suite #102


Frisco, Texas 75034


United States


Attention:    Kevin Halter, Jr.


Fax:    469 633 0069


 


Notices or demands authorized by this Agreement
to be given or made by the Company or the Rights Agent to the holders of Rights or Rights Certificates (or, if prior to the Distribution
Date, to the holders of Ordinary Shares) will be sufficiently given or made if in writing and sent by a recognized national overnight
delivery service or first-class mail, postage prepaid, addressed to such holder at the address of such holder as shown on the transfer
books of the Rights Agent or the Company or the transfer agent for the Ordinary Shares. Any notice that is sent or mailed in the
manner herein provided will be deemed given whether or not the holder receives the notice. Notwithstanding anything to the contrary
in this Agreement, prior to the Distribution Date, the issuance of a press release or the making of a publicly-available filing
by the Company with the Securities and Exchange Commission will constitute sufficient notice by the Rights Agent or the Company
to the holders of securities of the Company, including the Rights, for all purposes of this Agreement and no other notice need
be given.


 


Section 27. Supplements and Amendments.
Prior to the occurrence of a Distribution Date, the Company may in its sole discretion supplement or amend this Agreement
in any respect without the approval of any holders of Rights Certificates, Preferred Shares or Ordinary Shares, and the Rights
Agent must, if the Company so directs, execute such supplement or amendment. From and after the occurrence of a Distribution Date,
the Company and the Rights Agent may from time to time supplement or amend this Agreement without the approval of any holders
of Rights Certificates in order to (i) cure any ambiguity, (ii) correct or supplement any provision contained herein
that may be defective or inconsistent with any other provisions herein or otherwise defective, including any change in order to
satisfy any applicable law, rule or regulation, (iii) shorten or lengthen any time period hereunder or (iv) change or
supplement the provisions hereunder in any manner that the Company may deem necessary or desirable and that does not adversely
affect the interests of the holders of Rights (other than an Acquiring Person, an Affiliate or Associate of an Acquiring Person,
a Post-Event Transferee, a Pre-Event Transferee, a Subsequent Transferee or any nominee of any of the foregoing), including extending
the Final Expiration Date; provided, however, that this Agreement may not be supplemented or amended to lengthen,
pursuant to clause (iii) of this sentence, a time period relating to when the Rights may be redeemed at a time when the Rights
are not then redeemable; provided further, however, that the right of the Board to extend the Distribution
Date does not require any amendment or supplement hereunder. Upon the delivery of a certificate from an appropriate officer of
the Company that states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the
Rights Agent must execute such supplement or amendment, and the Rights Agent acknowledges and agrees that time is of the essence
in executing such supplement or amendment. Notwithstanding the foregoing, the Rights Agent will not be required to execute any
such supplement or amendment that adversely affects its rights, duties, or obligations pursuant to this Agreement. Prior to the
Distribution Date, the interests of the holders of Rights and Rights Certificates will be deemed to be coincident with the interests
of the holders of Ordinary Shares.


 



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


 


Section 29. Determinations and Actions
by the Board. The Board (or an authorized committee thereof) has the exclusive
power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board or the
Company pursuant hereto, or as may be necessary or advisable in the administration of this Agreement, including the right and
power to (a) interpret the provisions of this Agreement and (b) make all determinations deemed necessary or advisable
for the administration of this Agreement (including a determination as to whether to redeem the Rights or to amend this Agreement).
All such actions, calculations, interpretations and determinations (including, for purposes of clause (ii) below, all omissions
with respect to the foregoing) that are done or made by the Board (or an authorized committee thereof) in good faith will (i) be
final, conclusive and binding on the Company, the Rights Agent, the holders of Rights Certificates and all other Persons and (ii) not
subject the Board (or an authorized committee thereof) or any of the directors serving on the Board to any liability to any Person,
including the Rights Agent and the holders of Rights Certificates. In administering this Agreement and exercising the rights and
powers specifically granted to the Board and to the Company hereunder, and in interpreting this Agreement and making any determination
hereunder, the Board (or an authorized committee thereof) may consider any and all facts, circumstances or information that it
deems to be necessary, useful or appropriate. The Rights Agent is always entitled to assume that the Board acted in good faith
and will be fully protected and incur no liability in reliance thereon.


 


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


 


Section 31. Severability.
If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other
authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement
will remain in full force and effect and will in no way be affected, impaired or invalidated; provided, however,
that notwithstanding anything to the contrary in this Agreement, if any such term, provision, covenant or restriction is held
by such court or authority to be invalid, void or unenforceable and the Board determines in its good faith judgment that severing
the invalid language from this Agreement would adversely affect the purpose or effect of this Agreement, then the right of redemption
set forth in Section 23 will be reinstated and will not expire until the Close of Business on the 10th Business Day following
the date of such determination by the Board.


 



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Section 32. Governing Law; Exclusive
Jurisdiction


 


(a)          Governing
Law. This Agreement and each Right and Rights Certificate issued hereunder will be deemed to be a contract made pursuant to
the laws of the State of New York and for all purposes will be governed by and construed in accordance with the laws of the State
of New York applicable to contracts made and to be performed entirely within such State.


 


(b)          Exclusive
Jurisdiction.


 


(i)          The
Company and the registered holders of Rights Certificates (and, prior to the Distribution Date, the registered holders of Ordinary
Shares) each hereby irrevocably submits to the exclusive jurisdiction of the United States District Court for the Southern District
of New York or any New York State court sitting in New York City, over any suit, action or proceeding arising out of or relating
to or concerning this Agreement. The Company and the registered holders of Rights Certificates (and, prior to the Distribution
Date, the registered holders of Ordinary Shares) each acknowledge that the forum designated by this Section 32(b)(i) has a
reasonable relation to this Agreement and to such Persons’ relationship with one another.


 


(ii)         The
Company and the registered holders of Rights Certificates (and, prior to the Distribution Date, the registered holders of Ordinary
Shares) each hereby waive, to the fullest extent permitted by applicable law, any objection that they now or hereafter have to
personal jurisdiction or to the laying of venue of any such suit, action or proceeding brought in any court referred to in Section 32(b)(i)
(or the appellate courts thereof). The Company and the registered holders of Rights Certificates (and, prior to the Distribution
Date, the registered holders of Ordinary Shares) each undertake not to commence any action subject to this Agreement in any forum
other than the forum described in Section 32(b)(i). The Company and the registered holders of Rights Certificates (and, prior
to the Distribution Date, the registered holders of Ordinary Shares) each hereby agree that, to the fullest extent permitted by
applicable law, a final and non-appealable judgment in any such suit, action or proceeding brought in any such court will be conclusive
and binding upon such Persons.


 


Section 33. Counterparts.
This Agreement and any supplements or amendments hereto may be executed in any number of counterparts and each of such
counterparts will for all purposes be deemed to be an original, and all such counterparts will together constitute one and the
same instrument, it being understood that all parties need not sign the same counterpart. A signature to this Agreement transmitted
electronically (including by fax and .pdf) will have the same authority, effect and enforceability as an original signature. No
party hereto may raise the use of such electronic transmission to deliver a signature, or the fact that any signature or agreement
or instrument was transmitted or communicated through such electronic transmission, as a defense to the formation of a contract,
and each party forever waives any such defense, except to the extent such defense relates to lack of authenticity.


 


Section 34. Descriptive Headings; Interpretation


 


(a)          Descriptive
Headings. The table of contents and descriptive headings of the several Sections of this Agreement are inserted for convenience
only and will not control or affect the meaning or construction of any of the provisions hereof.


 



    	 	-46-	 



     


    

 


(b)          Interpretation.


 


(i)          Unless
otherwise indicated, all references herein to Sections or Exhibits will be deemed to refer to Sections or Exhibits of or to this
Agreement, as applicable. Any capitalized terms used in any Exhibit but not otherwise defined therein have the meaning set forth
in this Agreement. All Exhibits attached hereto or referred to herein are hereby incorporated in and made a part of this Agreement
as if fully set forth herein.


 


(ii)         Unless
otherwise indicated, the words “include,” “includes” and “including,” when used herein, are
deemed in each case to be followed by the words “without limitation.”


 


(iii)        The
words “hereof,” “herein, “herewith” and words of similar import will, unless otherwise stated, be
constructed to refer to this Agreement as whole and not to any particular provision of this Agreement.


 


(iv)        The
word “or” is used in the inclusive sense of “and/or.” The terms “or,” “any” and
“either” are not exclusive.


 


(v)         Whenever
the context may require, any pronouns used in this Agreement include the corresponding masculine, feminine or neuter forms, and
the singular form of nouns and pronouns include the plural and vice versa.


 


(vi)        Where
a word or phrase is defined, each of its other grammatical forms has a corresponding meaning.


 


(vii)       References
to “$” are to the lawful currency of the United States of America.


 


Section 35. Costs of Enforcement.
The Company agrees with each registered holder of Rights Certificates (and, prior to the Distribution Date, the registered
holders of Ordinary Shares) that if the Company or any other Person the securities of which are purchasable upon exercise of the
Rights fails to fulfill any of its obligations pursuant to this Agreement, then the Company or such Person must reimburse any
registered holder of Rights Certificates for the costs and expenses (including legal fees) incurred by such holder in any action
to enforce such holder’s rights pursuant to any Right or this Agreement.


 


Section 36. Force Majeure.
Notwithstanding anything to the contrary in this Agreement, the Rights Agent will not be liable for any delays or failures
in performance resulting from acts beyond its reasonable control, including 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.


 



    	 	-47-	 



     


    

 


Section 37. USA PATRIOT Act.
The Company acknowledges that the Rights Agent is subject to the customer identification program requirements pursuant
to the USA PATRIOT Act and its implementing regulations, and that the Rights Agent must obtain, verify and record information
that allows the Rights Agent to identify the Company. Accordingly, prior to accepting an appointment hereunder, the Rights Agent
has received information from the Company that will help the Rights Agent to identify the Company, including the Company’s
physical address, tax identification number, organizational documents, certificate of good standing, license to do business or
such other information that the Rights Agent deems necessary and, pending verification of such received information, the Rights
Agent may request additional such information. The Company agrees to provide all reasonably requested information necessary for
the Rights Agent to verify the Company’s identity in accordance with such customer identification program requirements.


 


Section 38. Entire Agreement. This
Agreement, together with all exhibits and schedules hereto, constitutes and contain the entire agreement and understanding of
the parties with respect to the subject matter hereof and supersedes any and all prior agreements and understandings between the
parties regarding the subject matter hereof, including the Prior Agreement.


 


[Signature page follows.]


 



    	 	-48-	 



     


    

 


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


 


	 	CHINA BIOLOGIC PRODUCTS HOLDINGS, INC.
	 	 	 
	 	By:	/s/ Ming Yang
	 	 	Name:  Ming Yang
	 	 	Title:  Chief Financial Officer
	 	 	 
	 	SECURITIES TRANSFER CORPORATION
	 	 	 
	 	By:	/s/ Matthew J. Smith
	 	 	Name:  Matthew J. Smith
	 	 	Title: Chief Operating Officer


 



    [Signature Page to Rights Agreement]


     


    

 


EXHIBIT A 


 


Amended
and Restated Memorandum and Articles of Association of 

China Biologic Products Holdings, Inc.


 



    	 	A-1	 



     


    

 


EXHIBIT B 


 


FORM OF

RIGHTS CERTIFICATE


 


	Certificate No. R-[●]	[●] Rights




 


NOT EXERCISABLE AFTER FEBRUARY 22, 2019 OR SUCH EARLIER
DATE AS THE RIGHTS ARE REDEEMED, EXCHANGED OR TERMINATED. THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF THE COMPANY (AS
DEFINED BELOW), AT $0.001 PER RIGHT, AND EXCHANGE, IN EACH CASE PURSUANT TO THE TERMS SET FORTH IN THE RIGHTS AGREEMENT (AS DEFINED
BELOW). UNDER CERTAIN CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE OF AN ACQUIRING
PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT) AND ANY SUBSEQUENT HOLDER OF SUCH RIGHTS MAY BECOME NULL AND VOID.
[THE RIGHTS REPRESENTED BY THIS RIGHTS CERTIFICATE ARE OR WERE BENEFICIALLY OWNED BY A PERSON WHO WAS OR BECAME AN ACQUIRING PERSON
OR AN AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON. ACCORDINGLY, THIS RIGHTS CERTIFICATE AND THE RIGHTS REPRESENTED HEREBY MAY
BECOME NULL AND VOID IN THE CIRCUMSTANCES SPECIFIED IN SECTION 7(e) OF THE RIGHTS AGREEMENT.]1


 


RIGHTS CERTIFICATE


 


CHINA BIOLOGIC PRODUCTS HOLDINGS, INC.


 


This certifies that ______________________________,
or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof,
subject to the terms, provisions and conditions of the Amended and Restated Preferred Shares Rights Agreement, dated as of July
31, 2017 (the “Rights Agreement”), between China Biologic Products Holdings, Inc., a Cayman Islands company
(the “Company”), and Securities Transfer Corporation, a Texas corporation (the “Rights Agent,”
which term shall include any successor Rights Agent pursuant to the Rights Agreement), to purchase from the Company at any time
after the Distribution Date (as such term is defined in the Rights Agreement) and prior to the Expiration Date (as such term is
defined in the Rights Agreement) at the office of the Rights Agent designated for such purpose, or at the office of its successor
as Rights Agent, one one-thousandth of a fully paid and nonassessable Series A Participating Preferred Share, par value $0.0001
per share (the “Preferred Shares”), of the Company, at an exercise price of $550.00 per one one-thousandth of
a Preferred Share (the “Exercise Price”), upon presentation and surrender of this Rights Certificate with the
Form of Election to Purchase and related Certificate duly executed. The number of Rights evidenced by this Rights Certificate (and
the number of one one-thousandths of a Preferred Share that may be purchased upon exercise hereof) set forth above, and the Exercise
Price per share set forth above, are the number and Exercise Price as of July 31, 2017 based on the Preferred Shares as constituted
at such date. As provided in the Rights Agreement, the Exercise Price and the number and kind of Preferred Shares or other securities
that may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment
upon the occurrence of certain events. The Company reserves the right to require prior to the occurrence of a Triggering Event
(as such term is defined in the Rights Agreement) that a number of Rights be exercised so that only whole Preferred Shares will
be issued. Capitalized terms used in this Rights Certificate without definition shall have the meanings ascribed to them in the
Rights Agreement.


 





 



 


1
The portion of the legend in brackets is to be inserted only if applicable and will replace the preceding sentence.




 



    	 	B-1	 



     


    

 


Upon the occurrence of a Section 11(a)(ii)
Event, if the Rights evidenced by this Rights Certificate are beneficially owned by an Acquiring Person, an Affiliate or Associate
of an Acquiring Person, a Post-Event Transferee, a Pre-Event Transferee, a Subsequent Transferee or any nominee of any of the foregoing,
such Rights shall become null and void and no holder hereof shall have any right with respect to such Rights from and after the
occurrence of such Section 11(a)(ii) Event.


 


This Rights Certificate is subject to all of
the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein
by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights,
limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights
Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific
circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal executive offices
of the Company and the above-mentioned office of the Rights Agent and are available without cost upon written request.


 


Subject to the provisions of the Rights Agreement,
the Rights evidenced by this Rights Certificate may be redeemed by the Company, at its option, at a redemption price of $0.001
per Right at any time prior to the earlier of (i) the Distribution Date or (ii) the Close of Business on the Final Expiration
Date. In addition, under certain circumstances after any Person becomes an Acquiring Person, the Rights may be exchanged, in whole
or in part, for Ordinary Shares, or cash or other securities of the Company having essentially the same value or economic rights
as such shares. Immediately upon the action of the Board authorizing any such exchange, and without any further action or any notice,
the Rights (other than Rights that are not subject to such exchange) will terminate and the Rights will only enable holders to
receive the Ordinary Shares (or cash or other securities or assets of the Company) issuable upon such exchange.


 


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


 



    	 	B-2	 



     


    

 


No fractions of Preferred Shares (other than
fractions that are integral multiples of one one-thousandth of a Preferred Share, which may, at the election of the Company, be
evidenced by depositary receipts) will be issued upon the exercise of any Right or Rights evidenced hereby. In lieu thereof, a
cash payment will be made as provided in the Rights Agreement. The Company, at its election, may require that a number of Rights
be exercised so that only whole Preferred Shares would be issued.


 


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


 


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


 




    	 	B-3	 



     


    

 


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


 


Dated as of _______________, 201[●].


 


	ATTEST:	 	CHINA BIOLOGIC PRODUCTS HOLDINGS, INC.
	 	 	 	 	 
	By:	 	 	By:	 
	 	Name:	 	 	Name:
	 	Title:	 	 	Title: 


 


Countersigned:


 


SECURITIES TRANSFER CORPORATION, as Rights Agent


 


	By: 	 	 
	 	Name: 	 
	 	Title: 	 


 




    	 	B-4	 



     


    

 


[Form of Reverse Side of Rights Certificate]


 


FORM OF ASSIGNMENT


 


(To be executed by the registered holder if
such

holder desires to transfer the Rights Certificate.)


 


FOR VALUE RECEIVED _____________________ hereby
sells, assigns and transfers unto __________________________________________________________________________________


(Please print name and address
of transferee)


 


 






 


this Rights Certificate, together with all right, title and interest
therein, and does hereby irrevocably constitute and appoint __________________________ as attorney-in-fact to transfer the within
Rights Certificate on the books of China Biologic Products Holdings, Inc., with full power of substitution.


 


Dated: ____________________


 


	 	 
	 	Signature


 


Signature Medallion Guaranteed:


 


Signatures must be guaranteed by an “Eligible
Guarantor Institution” (with membership in an approved signature guarantee medallion program at a level acceptable to the
Rights Agent) pursuant to Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended. All guarantees must be by a financial
institution (such as a bank or broker) that is a participant in the Securities Transfer Agents Medallion Program (STAMP), the NASDAQ
Medallion Signature Program (MSP) or the Stock Exchanges Medallion Program (SEMP) and must not be dated. Guarantees by a notary
public are not acceptable.


 




    	 	B-5	 



     


    

 


CERTIFICATE


 


The undersigned hereby certifies, for the benefit
of the Company and all holders of Rights and Ordinary Shares, by checking the appropriate boxes that:


 


(1)         the
Right(s) evidenced by this Rights Certificate are not Beneficially Owned and


 


 ̈
are


 


 ̈
are not


 


being sold, assigned and transferred by or on behalf of
a Person who is or was an Acquiring Person, an Affiliate or Associate of an Acquiring Person, a Post-Event Transferee, a Pre-Event
Transferee, a Subsequent Transferee or any nominee of any of the foregoing; and


 


(2)         after
due inquiry and to the best knowledge of the undersigned, it


 


 ̈
did


 


 ̈
did not


 


acquire the Rights evidenced by this Rights Certificate
from any Person who is, was or subsequently became an Acquiring Person, an Affiliate or Associate of an Acquiring Person, a Post-Event
Transferee, a Pre-Event Transferee, a Subsequent Transferee or any nominee of any of the foregoing.


 


Dated: ____________________


 


	 	 
	 	Signature


 


Signature Medallion Guaranteed:


 


Signatures must be guaranteed by an “Eligible
Guarantor Institution” (with membership in an approved signature guarantee medallion program at a level acceptable to the
Rights Agent) pursuant to Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended. All guarantees must be by a financial
institution (such as a bank or broker) that is a participant in the Securities Transfer Agents Medallion Program (STAMP), the NASDAQ
Medallion Signature Program (MSP) or the Stock Exchanges Medallion Program (SEMP) and must not be dated. Guarantees by a notary
public are not acceptable.


 




    	 	B-6	 



     


    

 


[Form of Reverse Side of Rights Certificate
– continued]


 


FORM OF ELECTION TO PURCHASE


 


(To be executed if holder desires to

exercise Rights represented by the Rights Certificate.)


 


To: China Biologic Products Holdings, Inc.


 


The undersigned hereby irrevocably elects to
exercise _________________________ Rights represented by this Rights Certificate to purchase the number of one one-thousandths
of a Preferred Share (or such other securities of the Company or of any other Person that may be issuable upon the exercise of
the Rights) issuable upon the exercise of such Rights and requests that certificates for such shares be issued in the name of and
delivered to:


 


Please insert social security

or other identifying number


 


 






(Please print name and address)


 


 






 


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


 


Please insert social security

or other identifying number


 





 






(Please print name and address)


 


 






 


Dated: ____________________


 


	 	 
	 	Signature


 


Signature Medallion Guaranteed:


 


Signatures must be guaranteed by an “Eligible
Guarantor Institution” (with membership in an approved signature guarantee medallion program at a level acceptable to the
Rights Agent) pursuant to Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended. All guarantees must be by a financial
institution (such as a bank or broker) that is a participant in the Securities Transfer Agents Medallion Program (STAMP), the NASDAQ
Medallion Signature Program (MSP) or the Stock Exchanges Medallion Program (SEMP) and must not be dated. Guarantees by a notary
public are not acceptable.


 



    	 	B-7	 



     


    

 


CERTIFICATE


 


The undersigned hereby certifies, for the benefit
of the Company and all holders of Rights and Ordinary Shares, by checking the appropriate boxes that:


 


(1)         the
Right(s) evidenced by this Rights Certificate are not Beneficially Owned and


 


 ̈
are


 


 ̈
are not


 


being sold, assigned and transferred by or on behalf of
a Person who is or was an Acquiring Person, an Affiliate or Associate of an Acquiring Person, a Post-Event Transferee, a Pre-Event
Transferee, a Subsequent Transferee or any nominee of any of the foregoing; and


 


(2)         after
due inquiry and to the best knowledge of the undersigned, it


 


 ̈
did


 


 ̈
did not


 


acquire the Rights evidenced by this Rights Certificate
from any Person who is, was or subsequently became an Acquiring Person, an Affiliate or Associate of an Acquiring Person, a Post-Event
Transferee, a Pre-Event Transferee, a Subsequent Transferee or any nominee of any of the foregoing.


 


Dated: ____________________


 


	 	 
	 	Signature


 


Signature Medallion Guaranteed:


 


Signatures must be guaranteed by an “Eligible
Guarantor Institution” (with membership in an approved signature guarantee medallion program at a level acceptable to the
Rights Agent) pursuant to Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended. All guarantees must be by a financial
institution (such as a bank or broker) that is a participant in the Securities Transfer Agents Medallion Program (STAMP), the NASDAQ
Medallion Signature Program (MSP) or the Stock Exchanges Medallion Program (SEMP) and must not be dated. Guarantees by a notary
public are not acceptable.


 




    	 	B-8	 



     


    

 


[Form of Reverse Side of Rights Certificate
– continued]


 


NOTICE


 


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


 


IN THE EVENT THAT THE CERTIFICATIONS SET
FORTH IN THE FOREGOING FORMS OF ASSIGNMENT AND ELECTION TO PURCHASE, AS THE CASE MAY BE, ARE NOT COMPLETED, THEN THE COMPANY AND
THE RIGHTS AGENT WILL DEEM THE BENEFICIAL OWNER OF THE RIGHTS EVIDENCED BY THIS RIGHT CERTIFICATE TO BE AN ACQUIRING PERSON, AN
AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON, A POST-EVENT TRANSFEREE, A PRE-EVENT TRANSFEREE, A SUBSEQUENT TRANSFEREE OR ANY
NOMINEE OF ANY OF THE FOREGOING, AS THE CASE MAY BE, AND SUCH ASSIGNMENT OR ELECTION TO PURCHASE WILL NOT BE HONORED AND THE RIGHTS
EVIDENCED BY THIS RIGHTS CERTIFICATE WILL BE DEEMED TO BE NULL AND VOID.


 



    	 	B-9	 



     


    

 


EXHIBIT C 


 


FORM OF SUMMARY OF


PREFERRED SHARES RIGHTS AGREEMENT

OF


CHINA BIOLOGIC PRODUCTS HOLDINGS, INC.


 


On February 22, 2017, the board of directors
of China Biologic Products, Inc. (the “Predecessor Company”), the predecessor of China Biologic Products Holdings,
Inc. (the “Company”), authorized and declared a dividend distribution of one right (a “Right”)
for each outstanding share of the common stock, par value $0.0001 per share (the “Ordinary Shares”), of the
Predecessor Company to stockholders of record at the close of business on March 6, 2017 (the “Record Date”).
On the same date, the Predecessor Company entered into a Preferred Shares Rights Agreement (the “Prior Agreement”)
with Securities Transfer Corporation, as rights agent. On July 21, 2017, the Predecessor Company merged with and into the Company,
with the Company surviving the merger and succeeding to all the rights and obligations of the Predecessor Company under the Prior
Agreement. On July 28, 2017, the board of directors of the Company (the “Board”) adopted the Amended and Restated
Preferred Shares Rights Agreement (the “Rights Agreement”), which was entered into by the Company and Securities
Transfer Corporation on July 31, 2017 and superseded the Prior Agreement. Each Right entitles the registered holder to purchase
from the Company one one-thousandth of a share of Series A Participating Preferred Share, par value $0.0001 per share (the
“Preferred Shares”), of the Company at an exercise price of $550.00 per one one-thousandth of a Preferred Share,
subject to adjustment (the “Exercise Price”). The complete terms of the Rights are set forth in the Rights Agreement.


 


The Board adopted the Rights Agreement to protect
shareholders from coercive or otherwise unfair takeover tactics. In general terms, it works by imposing a significant penalty upon
any person or group that acquires fifteen percent (15%) (the “Triggering Percentage”) or more of the Ordinary
Shares of the Company without the approval of the Board. As a result, the overall effect of the Rights Agreement and the issuance
of the Rights may be to render more difficult or discourage a merger, tender or exchange offer or other business combination involving
the Company that is not approved by the Board. However, neither the Rights Agreement nor the Rights should interfere with any merger,
tender or exchange offer or other business combination approved by the Board.


 


For those interested in the specific terms of
the Rights Agreement, the following is a summary description. Please note, however, that this description is only a summary and
is not complete, and should be read together with the entire Rights Agreement, which has been filed with the Securities and Exchange
Commission as an exhibit to a Registration Statement on Form 8-A. A copy of the Rights Agreement is available free of charge from
the Company.


 



    	 	C-1	 



     


    

 


	Distribution and Transfer of Rights; Rights Certificates:	 	
        The Board has declared a dividend of one Right for each outstanding
        Ordinary Share. Prior to the Distribution Date (as defined below):

         

        ·     the
        Rights will be evidenced by and trade with the certificates for the Ordinary Shares (or, with respect to any uncertificated Ordinary
        Shares registered in book entry form, by notation in book entry), in either case together with a copy of this Summary of Rights,
        and no separate rights certificates will be distributed;

        ·     new
        Ordinary Shares certificates issued after the Record Date will contain a legend incorporating the Rights Agreement by reference
        (for uncertificated Ordinary Shares registered in book entry form, this legend will be contained in a notation in book entry);
        and

        ·     the
        surrender for transfer of any certificates for Ordinary Shares (or the surrender for transfer of any uncertificated Ordinary Shares
        registered in book entry form) will also constitute the transfer of the Rights associated with such Ordinary Shares.

         

        Rights will accompany any new Ordinary Shares that are issued after
        the Record Date.

         

        After the Distribution Date, the Company will mail Rights Certificates
        to the Company’s shareholders as of the close of business on the Distribution Date and the Rights will become transferable
        apart from the Ordinary Shares. Thereafter, such Rights Certificates alone will represent the Rights.

	 	 	 
	Distribution Date:	 	
        Subject to certain exceptions specified in the
        Rights Agreement, the Rights will separate from the Ordinary Shares and become exercisable following (1) the 10th business
        day (or such later date as may be determined by the Board) after the public announcement that any Acquiring Person has acquired
        beneficial ownership of the Triggering Percentage or more of the Ordinary Shares or (2) the 10th business day (or such later
        date as may be determined by the Board) after a person or group announces a tender or exchange offer that would result in beneficial
        ownership by a person or group of the Triggering Percentage or more of the Ordinary Shares. For purposes of the Rights Agreement,
        beneficial ownership is defined to include the ownership of derivative securities.

         

        The date on which the Rights separate from the
        Ordinary Shares and become exercisable is referred to as the “Distribution Date.”

         

        “Acquiring Person” means a
        person or group of affiliated or associated persons who has acquired beneficial ownership of the Triggering Percentage or more
        of the Ordinary Shares; provided however, no person who, at the time of the adoption of the Rights Agreement, beneficially
        owns the Triggering Percentage or more of the Ordinary Shares shall be deemed to be an Acquiring Person (i.e. a shareholder’s
        existing ownership of the Ordinary Shares will be grandfathered), unless and until such person acquires beneficial ownership of
        additional two percent (2%) or more of the Ordinary Shares without the pre-approval of the Board.




 



    	 	C-2	 



     


    

 


	Preferred Shares Purchasable Upon Exercise of Rights:	 	
        After the Distribution Date, each Right will entitle
        the holder to purchase, for the Exercise Price, one one-thousandth of a Preferred Share having economic and other terms similar
        to that of one Ordinary Share. This portion of a Preferred Share is intended to give the shareholder approximately the same dividend,
        voting and liquidation rights as would one Ordinary Share, and should approximate the value of one Ordinary Share.

         

        More specifically, each one one-thousandth of
        a Preferred Share, if issued, will:

         

        ·     
        not be redeemable;

        ·     
        entitle holders to quarterly dividend payments of $0.001 per share, or an amount equal to the dividend paid on one Ordinary
        Share, whichever is greater;

        ·     
        entitle holders upon liquidation either to receive $1 per share or an amount equal to the payment made on one Ordinary Share,
        whichever is greater;

        ·     
have the same voting power as one Ordinary Share;

        ·     
        if the Ordinary Shares are exchanged via merger, consolidation or a similar transaction, will entitle holders to a per share
        payment equal to the payment made on one Ordinary Share.

	 	 	 
	Flip-In Trigger:	 	
        If an Acquiring Person obtains beneficial ownership
        of the Triggering Percentage or more of the Ordinary Shares, then each Right will entitle the holder thereof to purchase,
        for the Exercise Price, a number of Ordinary Shares (or, in certain circumstances, cash, property or other securities of the Company)
        having a then-current market value of twice the Exercise Price. However, the Rights are not exercisable following the occurrence
        of the event set forth above until such time as the Rights are no longer redeemable by the Company, as further described below.

         

        Following the occurrence of an event set forth
        in preceding paragraph, all Rights that are or, under certain circumstances specified in the Rights Agreement, were beneficially
        owned by an Acquiring Person or certain of its transferees will be null and void.

	 	 	 
	Flip-Over Trigger:	 	If, after an Acquiring Person obtains the Triggering Percentage or more of the Ordinary Shares, (i) the Company merges into another entity, (ii) an acquiring entity merges into the Company or (iii) the Company sells or transfers more than 50% of its assets, cash flow or earning power, then each Right (except for Rights that have previously been voided as set forth above) will entitle the holder thereof to purchase, for the Exercise Price, a number of shares of common stock of the person engaging in the transaction having a then-current market value of twice the Exercise Price.



 



    	 	C-3	 



     


    

 


	Redemption of the Rights:	 	The Rights will be redeemable at the Company’s option for $0.001 per Right (payable in cash, Ordinary Shares or other consideration deemed appropriate by the Board) at any time on or prior to the 10th business day (or such later date as may be determined by the Board) after the public announcement that an Acquiring Person has acquired beneficial ownership of the Triggering Percentage or more of the Ordinary Shares. Immediately upon the action of the Board ordering redemption, the Rights will terminate and the only right of the holders of the Rights will be to receive the $0.001 redemption price. The redemption price will be adjusted if the Company undertakes a share dividend or a share split.
	 	 	 
	Exchange Provision:	 	At any time after the date on which an Acquiring Person beneficially owns the Triggering Percentage or more of the Ordinary Shares, the Board may exchange the Rights (except for Rights that have previously been voided as set forth above), in whole or in part, for Ordinary Shares at an exchange ratio of one Ordinary Share per Right (subject to adjustment). In certain circumstances, the Company may elect to exchange the Rights for cash or other securities of the Company having a value approximately equal to one Ordinary Share.
	 	 	 
	Expiration of the Rights:	 	The Rights expire on the earliest of (i) 5:00 p.m., New York City time, on February 22, 2019 (unless such date is extended) or (ii) the redemption or exchange of the Rights as described above.
	 	 	 
	Amendment of Terms of Rights Agreement and Rights:	 	The terms of the Rights and the Rights Agreement may be amended in any respect without the consent of the holders of the Rights on or prior to the Distribution Date. Thereafter, the terms of the Rights and the Rights Agreement may be amended without the consent of the holders of Rights in order to cure any ambiguities, to make changes that do not adversely affect the interests of holders of the Rights or to shorten or lengthen any time period pursuant to the Rights Agreement.
	 	 	 
	Voting Rights; Other Shareholder Rights:	 	The Rights will not have any voting rights. Until a Right is exercised, the holder thereof, as such, will have no separate rights as shareholder of the Company.
	 	 	 
	Anti-Dilution Provisions:	 	
        The Board may adjust the Exercise Price, the number
        of Preferred Shares issuable and the number of outstanding Rights to prevent dilution that may occur from a share dividend, a share
        split or a reclassification of the Preferred Shares or Ordinary Shares.

         

        With certain exceptions, no adjustments to the
        Exercise Price will be made until the cumulative adjustments amount to at least 1% of the Exercise Price. No fractional Preferred
        Shares will be issued and, in lieu thereof, an adjustment in cash will be made based on the current market price of the Preferred
        Shares.

	 	 	 
	Taxes:	 	The distribution of Rights should not be taxable for federal income tax purposes. However, following an event that renders the Rights exercisable or upon redemption of the Rights, shareholders may recognize taxable income.




 



    	 	C-4