Exhibit 4.1


 


 






 


Inspired Entertainment, Inc.


 


and


 


Continental Stock Transfer & Trust
Company


 


as Rights Agent


 


Rights Agreement


 


Dated as of August 13, 2017


 


 






 




     


     


    

 


Table of Contents


 


	 	Page
	 	 
	Section 1. Certain Definitions	1
	 	 
	Section 2. Appointment of Rights Agent	6
	 	 
	Section 3. Issue of Rights Certificates.	7
	 	 
	Section 4. Form of Rights Certificates.	8
	 	 
	Section 5. Countersignature and Registration.	9
	 	 
	Section 6. Transfer, Split Up, Combination and Exchange of Rights Certificates; Mutilated, Destroyed, Lost or Stolen Rights Certificates.	10
	 	 
	Section 7. Exercise of Rights; Purchase Price; Expiration Time of Rights.	11
	 	 
	Section 8. Cancellation and Destruction of Rights Certificates	13
	 	 
	Section 9. Reservation and Availability of Capital Stock.	13
	 	 
	Section 10. Preferred Stock Record Date	14
	 	 
	Section 11. Adjustment of Purchase Price, Number and Kind of Shares or Number of Rights	15
	 	 
	Section 12. Certificate of Adjusted Purchase Price or Number of Shares	22
	 	 
	Section 13. Consolidation, Merger or Sale or Transfer of Assets, Cash Flow or Earning Power.	22
	 	 
	Section 14. Fractional Rights and Fractional Shares.	24
	 	 
	Section 15. Rights of Action	26
	 	 
	Section 16. Agreement of Rights Holders	26
	 	 
	Section 17. Rights Certificate Holder Not Deemed a Stockholder	27
	 	 
	Section 18. Concerning the Rights Agent.	27
	 	 
	Section 19. Merger or Consolidation or Change of Name of Rights Agent.	27
	 	 
	Section 20. Duties of Rights Agent	28
	 	 
	Section 21. Change of Rights Agent	30
	 	 
	Section 22. Issuance of New Rights Certificates	30


 




    	i 



     


    

 


Table of Contents


(continued)


 


	 	Page
	 	 
	Section 23. Redemption and Termination.	31
	 	 
	Section 24. Exchange.	32
	 	 
	Section 25. Notice of Certain Events.	33
	 	 
	Section 26. Notices	34
	 	 
	Section 27. Supplements and Amendments	35
	 	 
	Section 28. Successors	35
	 	 
	Section 29. Determination and Actions by the Board of Directors, etc	35
	 	 
	Section 30. Benefits of this Agreement	35
	 	 
	Section 31. Severability	36
	 	 
	Section 32. Governing Law; Submission to Jurisdiction	36
	 	 
	Section 33. Counterparts	36
	 	 
	Section 34. Descriptive Headings; Interpretation	36


 


	Exhibit A	-	Form of Certificate of Designation
	Exhibit B	-	Form of Rights Certificate
	Exhibit C	-	Summary of Rights to Purchase Preferred Stock


  




    	ii 



     


    

 


RIGHTS AGREEMENT


 


This RIGHTS AGREEMENT, dated as of August 13,
2017 (this “Agreement”), is by and between Inspired Entertainment, Inc., a Delaware corporation (the “Company”),
and Continental Stock Transfer & Trust Company (the “Rights Agent”).


 


WITNESSETH:


 


WHEREAS, on August 13, 2017 (the “Rights
Dividend Declaration Date”), the board of directors of the Company (the “Board of Directors”) authorized
and declared a dividend distribution of one Right (as hereinafter defined) for each share of Common Stock (as hereinafter defined)
outstanding at the Close of Business (as hereinafter defined) on August 25, 2017 (the “Record Date”), each Right
initially representing the right to purchase one one-thousandth of a share of Series A Junior Participating Preferred Stock of
the Company having the rights, powers and preferences set forth in the form of the Certificate of Designation attached hereto as
Exhibit A, upon the terms and subject to the conditions hereinafter set forth (the “Rights”), and has
further authorized the issuance of one Right (as such number may hereinafter be adjusted pursuant to the provisions of Section
11) for each share of Common Stock that shall become outstanding between the Record Date (whether originally issued or delivered
from the Company’s treasury) and the earliest of the Distribution Time and the Expiration Time (as such terms are hereinafter
defined).


 


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:


 


“Acquiring Person” shall mean any
Person who or which, together with all Affiliates and Associates of such Person, is or becomes the Beneficial Owner of [twenty
percent (20%)] or more of the shares of Common Stock then outstanding, but shall not include (i) the Company, (ii) any Subsidiary
of the Company, (iii) any employee benefit plan of the Company or of any Subsidiary of the Company, (iv) any Person organized,
appointed or established by the Company or any Subsidiary of the Company for or pursuant to the terms of any such plan or (v)
any Person who or which, as of immediately prior to the first public announcement of the adoption of this Agreement, is the Beneficial
Owner of twenty percent (20%) or more of the outstanding shares of Common Stock, until such time as such Person shall become the
Beneficial Owner (other than (A) pursuant to a dividend or distribution paid or made by the Company on the outstanding Common
Stock or, (B) pursuant to a split or subdivision of the outstanding Common Stock or (C) solely as a result of any grant of any
options, warrants, rights, restricted stock units, restricted shares or other securities made by the Company to any of its directors,
officers or employees in their capacities as such, or as a result of any vesting or exercise of any such grant) of any additional
shares of Common Stock while such Person is the Beneficial Owner of [twenty percent (20%)] or more of the outstanding shares of
Common Stock. Notwithstanding the foregoing, no Person shall become an “Acquiring Person” (x) as a result of an acquisition
of shares of Common Stock by the Company which, by reducing the number of shares outstanding, increases the proportionate number
of shares beneficially owned by such Person to twenty percent (20%) or more of the shares of Common Stock then outstanding or
(y) solely as a result of any grant of any options, warrants, rights, restricted stock units, restricted shares or other securities
made by the Company to any of its directors, officers or employees in their capacities as such, or as a result of any vesting
or exercise of any such grant; provided, however, that if a Person, other than those Persons excepted in clauses (i), (ii), (iii),
(iv) or (v) of the immediately preceding sentence, shall become the Beneficial Owner of twenty percent (20%) or more of the shares
of Common Stock then outstanding by reason of purchases of Common Stock by the Company and shall, after such purchases by the
Company, become the Beneficial Owner (other than pursuant to a dividend or distribution paid or made by the Company on the outstanding
Common Stock or pursuant to a split or subdivision of the outstanding Common Stock) of any additional shares of Common Stock,
then such Person shall be deemed to be an “Acquiring Person.” Notwithstanding the foregoing, if the Board of Directors
determines in good faith that a Person who would otherwise be an “Acquiring Person” (as defined pursuant to the foregoing
provisions of this paragraph) has become such inadvertently, and such Person divests as promptly as practicable a sufficient number
of shares of Common Stock so that such Person would no longer be an “Acquiring Person” (as defined pursuant to the
foregoing provisions of this paragraph), then such Person shall be deemed not to be an “Acquiring Person” for any
purposes of this Agreement. 





 




     


     


    

 


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


 


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


 


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


 


“Agreement” has the meaning
set forth in the preamble.


 


A Person shall be deemed the “Beneficial
Owner” of, and shall be deemed to “beneficially own,” any securities:


 


(i)
that such Person or any of such Person’s Affiliates or Associates owns, directly or indirectly, or has the right or obligation
to acquire (whether such right is exercisable, or such obligation is required to be performed, immediately or only after the passage
of time) pursuant to any agreement, arrangement or understanding (whether or not in writing and other than customary agreements
with and between underwriters and selling group members with respect to a bona fide public offering of securities) or upon the
exercise of conversion rights, exchange rights, rights (other than the Rights), warrants or options, or otherwise; provided,
however, that a Person shall not be deemed the “Beneficial Owner” of, or to “beneficially own,”
(A) securities tendered pursuant to a tender or exchange offer made by or on behalf of such Person or any of such Person’s
Affiliates or Associates until such tendered securities are accepted for purchase or exchange, (B) securities issuable upon exercise
of Rights at any time prior to the occurrence of a Triggering Event or (C) securities issuable upon exercise of Rights from and
after the occurrence of a Triggering Event which Rights were acquired by such Person or any such Person’s Affiliates or Associates
prior to the Distribution Time or pursuant to Section 22 (the “Original Rights”) or pursuant to Section
11(i) in connection with an adjustment made with respect to any Original Rights;


 




    	 	2	 



     


    

 


(ii)
that such Person or any of such Person’s Affiliates or Associates, directly or indirectly, has the right to vote or dispose
of or has “beneficial ownership” of (as determined pursuant to Rule 13d-3 of the General Rules and Regulations under
the Exchange Act), including pursuant to any agreement, arrangement or understanding (whether or not in writing and other than
customary agreements with and between underwriters and selling group members with respect to a bona fide public offering of securities);
provided, however, that a Person shall not be deemed the “Beneficial Owner” of, or to “beneficially
own,” any security under this subparagraph (ii) as a result of an agreement, arrangement or understanding to vote such security
if such agreement, arrangement or understanding (A) arises solely from a revocable proxy or consent given 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
under the Exchange Act and (B) is not also then reportable by such Person on Schedule 13D under the Exchange Act (or any comparable
or successor report);


 


(iii)
that are beneficially owned, directly or indirectly, by any other Person (or any Affiliate or Associate thereof) with which such
Person (or any of such Person’s Affiliates or Associates) has any agreement, arrangement or understanding (whether or not
in writing and 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 or consent
as described in the proviso to subparagraph (ii) of this definition) or disposing of any voting securities of the Company; or


 


(iv) that such Person or any of such
Person’s Affiliates or Associates is determined to Constructively Own;


 


provided, however, that (x) nothing in this
definition shall cause a Person engaged in business as an underwriter of securities to be the “Beneficial Owner” of,
or to “beneficially own,” any securities acquired through such Person’s participation in good faith in a firm
commitment underwriting until the expiration of forty (40) days after the date of such acquisition and (y) no officer or director
of the Company shall be deemed to Beneficially Own any securities of any other Person solely by virtue of any actions that such
officer or director takes in such capacity.


 


“Board of Directors” shall
have the meaning set forth in the recitals of this Agreement.


 


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


 


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


 


“Common Stock” shall mean
the common stock, par value $0.0001 per share, of the Company.


 




    	 	3	 



     


    

 


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


 


“Company” has the meaning
set forth in the preamble to this Agreement.


 


A Person shall be deemed to “Constructively
Own” shares of Common Stock in respect of which such Person has, or has the right or obligation to acquire, a Synthetic
Long Position, calculated in the manner set forth below. The number of shares of Common Stock in respect of a Synthetic Long Position
that shall be deemed to be Constructively Owned is the notional or other number of shares of Common Stock in respect of such Synthetic
Long Position that is specified in a filing by such Person or any of such Person’s Affiliates or Associates with the SEC
or in the documentation evidencing such Synthetic Long Position as the basis upon which the value or settlement amount of such
Synthetic Long Position, or the opportunity of the holder of such Synthetic Long Position 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 shares of Common Stock is specified in any filing
or documentation), as determined by the Board of Directors in good faith to be the number of shares of Common Stock to which such
Synthetic Long Position relates.


 


“Current Market Price” shall
have the meaning set forth in Section 11(d).


 


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


 


“Derivative” shall mean any
option, warrant, convertible security, stock appreciation right, swap agreement or other security, contract right or derivative
position other than any interest, right, option or other security described in Rule 16a-1(c)(1)-(5) or (7) of the General Rules
and Regulations under the Exchange Act.


 


“Distribution Time” shall
have the meaning set forth in Section 3(a).


 


“Equivalent Preferred Stock”
shall have the meaning set forth in Section 11(b).


 


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


 


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


 


“Expiration Time” shall have
the meaning set forth in Section 7(a).


 


“Final Expiration Time” shall
mean the Close of Business on August 12, 2020 or, if stockholder approval is not obtained for this Agreement at the Company’s
2018 annual meeting of stockholders by a vote of a majority of the votes cast by the stockholders present in person or represented
by proxy at such meeting and entitled to vote thereon, the Close of Business on August 12, 2018.


 


“Flip-in Event” shall have
the meaning set forth in Section 11(a)(ii).


 


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


 


“Flip-over Event” shall have
the meaning set forth in Section 13.


 


 




    	 	4	 



     


    

 


“Flip-over Party” shall have
the meaning set forth in Section 13(b).


 


“Flip-over Stock” shall mean
the capital stock (or similar equity interest) with the greatest voting power in respect of the election of directors (or other
Persons similarly responsible for the direction of the business and affairs) of the Flip-over Party.


 


“Nasdaq” shall mean the Nasdaq
Stock Market.


 


“OTCBB” shall have the meaning
set forth in Section 11(d)(i).


 


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


 


“Preferred Stock” shall mean
the Series A Junior Participating Preferred Stock, par value $0.0001 per share, of the Company having the rights and preferences
set forth in the form of certificate of designation attached to this Agreement as Exhibit A, and, to the extent that there
is not a sufficient number of shares of Series A Junior Participating Preferred Stock authorized to permit the full exercise of
the Rights, any other series of preferred stock, par value $0.0001 per share, of the Company designated for such purpose containing
terms substantially similar to the terms of the Series A Junior Participating Preferred Stock.


 


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


 


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


 


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


 


“Rights” shall have the meaning
set forth in the recitals of this Agreement.


 


“Rights Agent” shall have
the meaning set forth in the introduction to this Agreement.


 


“Rights Certificates” shall
have the meaning set forth in Section 3(a).


 


“Rights Dividend Declaration Date”
shall have the meaning set forth in the recitals of this Agreement.


 


“SEC” means the Securities
and Exchange Commission.


 


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


 


“Stock Acquisition Date”
shall mean the first date of public announcement (which, for purposes of this definition, shall include a report filed pursuant
to Section 13(d) under the Exchange Act) by the Company or an Acquiring Person that an Acquiring Person has become such.


 


“Subsidiary” shall mean,
with reference to any Person, any corporation or other Person of which an amount of voting securities sufficient to elect at least
a majority of the directors (or other Persons similarly responsible for the direction of the business and affairs of such other
Person) of such corporation or other Person is beneficially owned, directly or indirectly, by such Person, or otherwise controlled
by such Person.


 




    	 	5	 



     


    

 


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


 


“Summary of Rights” shall
have the meaning set forth in Section 3(b).


 


“Synthetic Long Position”
shall mean any Derivative, whether or not presently exercisable, that has an exercise or conversion privilege or a settlement payment
or mechanism at a price related to the value of the Common Stock or a value determined in whole or in part with reference to, or
derived in whole or in part from, the value of the Common Stock and that increases in value as the value of the Common Stock increases
or that provides to the holder an opportunity, directly or indirectly, to profit or share in any profit derived from any increase
in the value of the Common Stock, in any case without regard to whether (i) such Derivative conveys any voting rights in the Common
Stock to such Person or any of such Person’s Affiliates or Associates, (ii) such Derivative is required to be, or capable
of being, settled through delivery of Common Stock or (iii) 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.


 


“Trading Day” shall have
the meaning set forth in Section 11(d)(i).


 


“Triggering Event” shall
mean a Flip-in or a Flip-over Event.


 


“Trust” shall have the meaning set
forth in Section 24(a).


 


“Trust Agreement” shall have
the meaning set forth in Section 24(a).


 


Section 2. Appointment of Rights
Agent. The Company hereby appoints the Rights Agent to act as agent for
the Company and the holders of the Rights (who, in accordance with Section 3, shall, prior to the Distribution Time,
also be the holders of the Common Stock) in accordance with the terms and conditions of this Agreement, 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.


 




    	 	6	 



     


    

 


Section 3. Issuance of Rights Certificates.


 


(a) Until the earlier of (i) the Close of Business
on the tenth (10th) day after the Stock Acquisition Date (or, if the tenth (10th) day after the Stock Acquisition Date occurs before
the Record Date, the Close of Business on the Record Date) or (ii) the Close of Business on the tenth (10th) Business Day (or such
later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person)
after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee
benefit plan of the Company or of any Subsidiary of the Company, or any Person organized, appointed or established by the Company
for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General
Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would become an Acquiring Person (the earlier
of (i) and (ii) being herein referred to as the “Distribution Time”), (x) with respect to shares of Common Stock
outstanding as of the Record Date, or which become outstanding subsequent to the Record Date, the Rights, unless earlier expired,
redeemed or terminated, will be evidenced by the certificates for shares of Common Stock registered in the names of the holders
of shares of Common Stock (or, in the case of uncertificated shares of Common Stock, by the book-entry account that evidences record
ownership of such shares) (which certificates or book entries for Common Stock shall be deemed also to be certificates or book
entries for Rights) and not by separate certificates (or book entries) and (y) the Rights will be transferable only in connection
with the transfer of the underlying shares of Common Stock (and, thus, until the earlier of the Distribution Time and the Expiration
Time, the surrender for transfer of any certificate representing shares of Common Stock (or, in the case of uncertificated shares
of Common Stock, the effectuation of a book-entry transfer of such shares of Common Stock) in respect of which Rights have been
issued shall also constitute the transfer of the Rights associated with such shares of Common Stock). The Company must promptly
notify the Rights Agent of a Distribution Time and request its transfer agent to give the Rights Agent a stockholder list together
with all other relevant information. As soon as practicable after the Rights Agent is notified of the Distribution Time and receives
such information, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common
Stock as of the Close of Business on the Distribution Time, at the address of such holder shown on the records of the Company,
one or more Rights certificates, in substantially the form of Exhibit B (the “Rights Certificates”),
evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that any adjustment
in the number of Rights per share of Common Stock has been made pursuant to Section 11, at the time of distribution of the
Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a))
so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional
Rights. As of and after the Distribution Time, the Rights will be evidenced solely by such Rights Certificates.


 


(b) The Company will make available, as promptly
as practicable, a copy of a Summary of Rights, in substantially the form attached as Exhibit C (the “Summary of
Rights”), to any holder of Rights who may so request from time to time prior to the Expiration Time. With respect to
shares of Common Stock outstanding as of the Record Date, or which become outstanding subsequent to the Record Date, until the
Distribution Time, the Rights will be evidenced by the certificates for shares of Common Stock registered in the names of the holders
of shares of Common Stock (or, in the case of uncertificated shares of Common Stock, by the book-entry account that evidences record
ownership of such shares). Until the earlier of the Distribution Time or the Expiration Time, the surrender for transfer of any
certificate representing shares of Common Stock (or, in the case of uncertificated shares of Common Stock, the effectuation of
a book-entry transfer of such shares of Common Stock) in respect of which Rights have been issued shall also constitute the transfer
of the Rights associated with such shares of Common Stock.


 




    	 	7	 



     


    

 


(c) Rights shall be issued in respect of all
shares of Common Stock that are issued (whether originally issued or from the Company’s treasury) after the Record Date but
prior to the earlier of the Distribution Time or the Expiration Time or, in certain circumstances provided in Section 22,
after the Distribution Time. Certificates representing such shares of Common Stock shall also be deemed to be certificates for
Rights, and shall bear a legend substantially in the following form:


 


This certificate
also evidences and entitles the holder hereof to certain rights as set forth in the Rights Agreement by and between Inspired Entertainment,
Inc. (the “Company”) and Continental Stock Transfer & Trust Company (the “Rights Agent”) dated as of
August 13, 2017, 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 offices of the Company. Under certain circumstances,
as set forth in the Rights Agreement, such Rights (as defined in the Rights Agreement) will be evidenced by separate certificates
and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights
Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain
circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who or which is, was or becomes an Acquiring
Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or
on behalf of such Person or by any subsequent holder, may become null and void.


 


With respect to any book-entry shares of Common Stock, such legend
shall be included in a notice to the record holder of such shares in accordance with applicable law. With respect to such certificates
containing the foregoing legend, or any notice of the foregoing legend delivered to record holders of book-entry shares, until
the earlier of (i) the Distribution Time or (ii) the Expiration Time, the Rights associated with such shares of Common Stock represented
by such certificates or registered in book-entry form shall be evidenced by such certificates alone, or such registration in book-entry
form, and registered holders of such shares of Common Stock shall also be the registered holders of the associated Rights, and
the transfer of any of such Common Stock represented by such certificates or book-entries shall also constitute the transfer of
the Rights associated with the Common Stock represented by such certificates or book entries. In the event the Company purchases
or acquires any shares of Common Stock after the Record Date but prior to the Distribution Time, any Rights associated with such
shares shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with shares
of Common Stock that are no longer outstanding. The omission of any legend described in this Section 3 shall not affect
the status, validity or enforceability of any part of this Agreement or the rights of any holder of the Rights.


 


Section 4. Form of Rights Certificates.


 


(a) The Rights Certificates (and the forms of
election to purchase and of assignment to be printed on the reverse thereof), when and if issued, shall each be substantially in
the form set forth in Exhibit B and may have such marks of identification or designation and such legends, summaries or
endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement,
or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or
regulation of any stock exchange on which the Rights may from time to time be listed, or to conform to usage. Subject to the provisions
of Section 11 and Section 22, the Rights Certificates, whenever distributed, shall be dated as of the Record Date
or, in the case of Rights with respect to shares of Common Stock issued or becoming outstanding after the Record Date, the same
date as the date of the stock certificate evidencing such shares (or, with respect to uncertificated shares of Common Stock, the
date of the issuance of such shares of Common Stock indicated in the books of the registrar and transfer agent), and on their face
shall entitle the holders thereof to purchase such number of one one-thousandths of a share of Preferred Stock as shall be set
forth therein at the price set forth therein (such exercise price per one one-thousandth of a share, the “Purchase Price”),
but the amount and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject
to adjustment from time to time as provided in Section 11 and Section 13(a).


 




    	 	8	 



     


    

 


(b) Any Rights Certificate issued pursuant to
Section 3(a), Section 11(a)(ii) or Section 22 that represents Rights beneficially owned by any Person known
to be (i) an Acquiring Person or any Associate or Affiliate of an Acquiring Person, (ii) a transferee of an Acquiring Person
(or of any such Associate or Affiliate) who becomes a transferee after the Acquiring Person becomes such or (iii) a transferee
of an Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee prior to or concurrently with the Acquiring
Person becoming such and receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring
Person (or any Affiliate or Associate thereof) to holders of equity interests in such Acquiring Person (or any Affiliate or Associate
thereof) or to any Person with whom such Acquiring Person (or any Affiliate or Associate thereof) has any continuing agreement,
arrangement or understanding regarding the transferred Rights or (B) a transfer which the Board of Directors has determined is
part of a plan, arrangement or understanding which has as a primary purpose or effect avoidance of Section 7(e), 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, shall 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 (as such terms are defined in the Rights Agreement). Accordingly, this Rights Certificate and the Rights represented
hereby may become null and void in the circumstances specified in Section 7(e) of such Agreement.


 


The absence of the foregoing legend on any Rights
Certificate shall in no way affect any of the other provisions of this Agreement, including the provisions of Section 7(e).


 


Section 5. Countersignature and Registration.


 


(a) The Rights Certificates shall be executed
on behalf of the Company by (i) the Chairman of the Board, the Chief Executive Officer, the President or any Vice President of
the Company and (ii) the Treasurer, the Secretary or an Assistant Secretary of the Company, either manually or by facsimile or
other electronic signature. The Rights Certificates shall be countersigned manually or by facsimile or other electronic signature
by the Rights Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall
have signed or attested any of the Rights Certificates shall cease to be such officer of the Company before countersignature by
the Rights Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, may be countersigned by the
Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed or attested
such Rights Certificates had not ceased to be such officer of the Company; and any Rights Certificates may be signed or attested
on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer
of the Company to sign or attest such Rights Certificate, although at the date of the execution of this Rights Agreement any such
person was not such an officer.


 




    	 	9	 



     


    

 


(b) Following the Distribution Time, the Rights
Agent will keep or cause to be kept, at its principal office or offices designated as the appropriate place for surrender of Rights
Certificates upon exercise or transfer, books for registration and transfer of the Rights Certificates issued hereunder. Such books
shall show the names and addresses of the respective holders of the Rights Certificates, the number of Rights evidenced on its
face by each of the Rights Certificates and the certificate number and the date of each of the Rights Certificates.


 


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


 


(a) Subject to the provisions of Section
4(b), Section 7(e) and Section 14, at any time after the Close of Business on the Distribution Time, and at or
prior to the Close of Business on the Expiration Time, any Rights Certificate or Certificates (other than Rights Certificates 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 or Certificates, entitling the registered holder
to purchase a like number of one one-thousandths of a share of Preferred Stock (or, following a Triggering Event, Common Stock,
other securities, cash or other assets, as the case may be) as the Rights Certificate or Certificates 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 or Certificates shall make such request in writing delivered to the Rights Agent, and shall
surrender the Rights Certificate or Certificates to be transferred, split up, combined or exchanged at the principal office or
offices of the Rights Agent designated for such purpose. Neither the Rights Agent nor the Company shall be obligated to take any
action whatsoever with respect to the transfer of any such surrendered Rights Certificate until the registered holder shall have
properly completed and duly executed the certificate contained in the form of assignment on the reverse side of such Rights Certificate
and shall have provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates
or Associates thereof as the Company or the Rights Agent shall reasonably request. Thereupon the Rights Agent shall, subject to
Section 4(b), Section 7(e), Section 14 and Section 24, countersign and deliver to the Person entitled
thereto a Rights Certificate or Rights Certificates, as the case may be, as so requested. The Company may require payment of a
sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer, split up, combination
or exchange of Rights Certificates.


 


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


 




    	 	10	 



     


    

 


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


 


(a) Subject to Section 7(e), the registered
holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including the restrictions
on exercisability set forth in Section 7(c), Section 9(c), Section 11(a)(iii) and Section 23(a)) in
whole or in part at any time after the Distribution Time upon surrender of the Rights Certificate, with the form of election to
purchase and the certificate on the reverse side thereof properly completed and duly executed, to the Rights Agent at the principal
office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price with respect
to the total number of one one-thousandths of a share of Preferred Stock (or Common Stock, other securities, cash or other assets,
as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the earliest of (i) the Final Expiration
Time, (ii) the time at which the Rights are redeemed as provided in Section 23 or (iii) the time at which such Rights are
exchanged pursuant to Section 24 (the earliest of (i), (ii) and (iii) being herein referred to as the “Expiration
Time”).


 


(b) The Purchase Price for each one one-thousandth
of a share of Preferred Stock pursuant to the exercise of a Right shall initially be $45.00, and shall be subject to adjustment
from time to time as provided in Section 11 and Section 13(a) and shall be payable in accordance with paragraph (c)
below.


 


(c) Upon receipt of a Rights Certificate representing
exercisable Rights, with the form of election to purchase and the certificate properly completed and duly executed, accompanied
by payment, with respect to each Right so exercised, of the Purchase Price per one one-thousandth of a share of Preferred Stock
(or other shares, securities, cash or other assets, as the case may be) to be purchased as set forth below and an amount equal
to any applicable transfer tax or charge required to be paid by the holder of the Rights Certificate in accordance with Section
9(e), the Rights Agent shall, subject to Section 20(k), thereupon promptly (i) (A) requisition from any transfer agent
of the shares of Preferred Stock (or make available, if the Rights Agent is the transfer agent for such shares) certificates for
the total number of one one-thousandths of a share of Preferred Stock to be purchased and the Company hereby irrevocably authorizes
its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of shares
of Preferred Stock issuable upon exercise of the Rights hereunder with a depositary agent, requisition from the depositary agent
depositary receipts representing such number of one one-thousandths of a share of Preferred Stock as are to be purchased (in which
case certificates for the shares of Preferred Stock represented by such receipts shall be deposited by the transfer agent with
the depositary agent) and the Company will direct the depositary agent to comply with such request, (ii) requisition from the Company
the amount of cash, if any, to be paid in lieu of fractional shares in accordance with Section 14, (iii) after receipt of
such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such
Rights Certificate, registered in such name or names as may be designated by such holder, and (iv) after receipt thereof, deliver
such cash, if any, to or upon the order of the registered holder of such Rights Certificate. The payment of the Purchase Price
(as such amount may be reduced pursuant to Section 11(a)(iii)) shall be made in cash or by certified bank check or bank
draft payable to the order of the Company. In the event that the Company is obligated to issue other securities (including Common
Stock) of the Company, pay cash and/or distribute other property pursuant to Section 11(a), the Company will make all arrangements
necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and
when necessary to comply with the terms of this Agreement. The Company reserves the right to require prior to the occurrence of
a Triggering Event that, upon any exercise of Rights, a number of Rights be exercised so that only whole shares of Preferred Stock
would be issued.


 




    	 	11	 



     


    

 


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


 


(e) Notwithstanding anything in this Agreement
to the contrary, from and after the first occurrence of a Flip-in Event, any Rights beneficially owned by (i) an Acquiring Person
or an Associate or Affiliate of an Acquiring Person, (ii) a transferee of an Acquiring Person (or of any such Associate or Affiliate)
who becomes a transferee after the Acquiring Person becomes such, or (iii) a transferee of an Acquiring Person (or of any such
Associate or Affiliate) who becomes a transferee prior to or concurrently with the Acquiring Person becoming such and receives
such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person (or any Affiliate or
Associate thereof) to holders of equity interests in such Acquiring Person (or any Affiliate or Associate thereof) or to any Person
with whom the Acquiring Person (or any Affiliate or Associate thereof) has any continuing agreement, arrangement or understanding,
whether or not in writing, regarding the transferred Rights or (B) a transfer which the Board of Directors has determined is part
of an agreement, arrangement or understanding which has as a primary purpose or effect the avoidance of this Section 7(e),
shall become null and void without any further action and no holder of such Rights shall have any rights whatsoever with respect
to such Rights, whether under any provision of this Agreement or otherwise. The Company shall notify the Rights Agent when this
Section 7(e) applies and shall 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 shall have any liability to any holder of Rights
or other Person as a result of the Company’s failure to make any determinations with respect to an Acquiring Person or any
of its Affiliates, Associates or transferees hereunder.


 


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


 




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


 


Section 9. Reservation and Availability
of Capital Stock.


 


(a) The Company covenants and agrees that it
will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock (and, following the occurrence
of a Triggering Event, out of its authorized and unissued shares of Common Stock and/or other securities, or out of its authorized
and issued shares held in its treasury), the number of shares of Preferred Stock (and, following the occurrence of a Triggering
Event, Common Stock and/or other securities) that, as provided in this Agreement, including Section 11(a)(iii), will be
sufficient to permit the exercise in full of all outstanding Rights.


 


(b) So long as the shares of Preferred Stock
(and, following the occurrence of a Triggering Event, Common Stock and/or other securities) issuable and deliverable upon the exercise
of the Rights may be listed on any national securities exchange, the Company shall use its best efforts to cause, from and after
such time as the Rights become exercisable, all shares reserved for such issuance to be listed on such exchange, upon official
notice of issuance upon such exercise.


 


(c) The Company shall use its best efforts to
(i) prepare and file, as soon as practicable following the earliest date after the first occurrence of a Flip-in Event on which
the consideration to be delivered by the Company upon exercise of the Rights has been determined in accordance with Section
11(a)(iii), a registration statement under the 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 Act) until
the earlier of (A) the date as of which the Rights are no longer exercisable for such securities, and (B) the Expiration Time.
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. The Company may temporarily suspend,
for a period of time not to exceed ninety (90) days after the date set forth in clause (i) of the first sentence of this Section
9(c), the exercisability of the Rights in order to prepare and file such registration statement and permit it to become effective.
Upon any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been
temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. In addition, if
the Company shall determine that a registration statement is required following the Distribution Time, and a Flip-in Event has
not occurred, the Company may temporarily suspend (and shall give the Rights Agent prompt notice thereof) the exercisability of
Rights until such time as a registration statement has been declared effective. Notwithstanding any provision of this Agreement
to the contrary, the Rights shall not be exercisable in any jurisdiction if the requisite qualification or exemption in such jurisdiction
shall not have been obtained, the exercise thereof shall not be permitted under applicable law or a registration statement shall
not have been declared effective.


 




    	 	13	 



     


    

 


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


 


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


 


Section 10. Preferred Stock Record Date.
Each Person in whose name any certificate for Preferred Stock (or Common Stock and/or other securities) is issued upon the exercise
of Rights shall for all purposes be deemed to have become the holder of record of such fractional shares of Preferred Stock (or
Common Stock and/or other securities) represented thereby on, and such certificate shall be dated, the date upon which the Rights
Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and all applicable transfer taxes)
was made; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Stock
(or Common Stock and/or other securities) transfer books of the Company are closed, such Person shall be deemed to have become
the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business
Day on which the Preferred Stock (or Common Stock and/or other securities) transfer books of the Company are open. Prior to the
exercise of the Rights evidenced thereby, the holder of a Rights Certificate shall not be entitled to any rights of a stockholder
of the Company with respect to shares or other securities for which the Rights shall be exercisable, including the right to vote,
to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice
of any proceedings of the Company, except as provided herein.


 




    	 	14	 



     


    

 


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


 


(a) (i)
In the event the Company shall at any time after the date of this Agreement (A) declare a dividend on the Preferred Stock
payable in shares of Preferred Stock, (B) subdivide the outstanding Preferred Stock, (C) combine the outstanding Preferred Stock
into a smaller number of shares, or (D) issue any shares of its capital stock in a reclassification of the Preferred Stock (including
any such reclassification in connection with a consolidation or merger in which the Company is the continuing or surviving corporation),
except as otherwise provided in this Section 11(a) and Section 7(e), the Purchase Price in effect at the time of
the record date for such dividend or of the effective date of such subdivision, combination or reclassification, and the number
and kind of shares of Preferred Stock or capital stock, as the case may be, issuable on such date, shall be proportionately adjusted
so that the holder of any Right exercised after such time shall be entitled to receive, upon payment of the Purchase Price then
in effect, the aggregate number and kind of shares of Preferred Stock or capital stock, as the case may be, which, if such Right
had been exercised immediately prior to such date and at a time when the Preferred Stock transfer books of the Company were open,
such holder would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination
or reclassification. If an event occurs which would require an adjustment under both this Section 11(a)(i) and Section
11(a)(ii), the adjustment provided for in this Section 11(a)(i) shall be in addition to, and shall be made prior
to, any adjustment required pursuant to Section 11(a)(ii).


 


(ii)
Subject to Section 24, in the event any Person becomes an Acquiring Person (such event, a “Flip-in Event”),
then each holder of a Right (except as provided below and in Section 7(e)) shall thereafter have the right to receive, upon
exercise thereof at a price equal to the then-current Purchase Price in accordance with the terms of this Agreement, in lieu of
a number of one one-thousandths of a share of Preferred Stock, such number of shares of Common Stock as shall equal the result
obtained by (x) multiplying the then-current Purchase Price by the then number of one one-thousandths of a share of Preferred Stock
for which a Right was exercisable immediately prior to the first occurrence of a Flip-in Event and (y) dividing that product (which,
following such first occurrence shall thereafter be referred to as the “Purchase Price” for each Right and for all
purposes of this Agreement) by fifty percent (50%) of the Current Market Price per share of Common Stock on the date of such first
occurrence (such number of shares, the “Adjustment Shares”).


 




    	 	15	 



     


    

 


(iii)
In the event that the number of shares of Common Stock that are authorized by the Company’s Second Amended and Restated Certificate
of Incorporation, as the same may be amended from time to time, but not outstanding or reserved for issuance for purposes other
than upon exercise of the Rights, is not sufficient to permit the exercise in full of the Rights in accordance with the foregoing
subparagraph (ii) of this Section 11(a), the Company shall (A) determine the value of the Adjustment Shares issuable upon
the exercise of a Right (the “Current Value”), and (B) with respect to each Right, make adequate provision to
substitute for the Adjustment Shares, upon the exercise of a Right and payment of the applicable Purchase Price, (1) cash, (2)
a reduction in the Purchase Price, (3) Common Stock or other equity securities of the Company (including shares, or units of shares,
of preferred stock, such as the Preferred Stock, which the Board of Directors has deemed to have substantially the same value or
economic rights as shares of Common Stock (such shares or units of shares of preferred stock, “Common Stock Equivalents”)),
(4) debt securities of the Company, (5) other assets, or (6) any combination of the foregoing, having an aggregate value equal
to the Current Value (less the amount of any reduction in the Purchase Price), where such aggregate value has been determined by
the Board of Directors based upon the advice of a nationally recognized investment banking firm selected by the Board of Directors;
provided, however, if the Company shall not have made adequate provision to deliver value pursuant to clause (B)
above within thirty (30) days following the later of (x) the first occurrence of a Flip-in Event and (y) the date on which the
Company’s right of redemption pursuant to Section 23(a) expires (the later of (x) and (y) being referred to herein
as the “Flip-in Trigger Date”), then the Company shall be obligated to deliver, upon the surrender for exercise
of a Right and without requiring payment of the Purchase Price, shares of Common Stock (to the extent available) and then, if necessary,
cash, which shares and/or cash have an aggregate value equal to the Spread. For purposes of the immediately preceding sentence,
the term “Spread” shall mean the excess of (i) the Current Value over (ii) the Purchase Price. If the Board of Directors
shall determine in good faith that it is likely that sufficient additional shares of Common Stock could be authorized for issuance
upon exercise in full of the Rights, the thirty (30) day period set forth above may be extended to the extent necessary, but not
more than ninety (90) days after the Flip-in Trigger Date, in order that the Company may seek stockholder approval for the authorization
of such additional shares (such thirty (30) day period, as it may be extended, the “Substitution Period”). To
the extent the Company determines that action should be taken pursuant to the first sentence or third sentence of this Section
11(a)(iii), the Company (x) shall provide, subject to Section 7(e), that such action shall apply uniformly to all outstanding
Rights, and (y) may suspend the exercisability of the Rights until the expiration of the Substitution Period in order to seek such
stockholder approval for such authorization of additional shares and/or to decide the appropriate form of distribution to be made
pursuant to such first sentence and to determine the value thereof. In the event of any such suspension, the Company shall issue
a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement
at such time as the suspension is no longer in effect (with prompt notice of such announcements to the Rights Agent). For purposes
of this Section 11(a)(iii), the value of each Adjustment Share shall be the Current Market Price per share of Common Stock
on the Flip-in Trigger Date and the value of any Common Stock Equivalent shall be deemed to equal the Current Market Price per
share of the Common Stock on such date.


 




    	 	16	 



     


    

 


(b) In case the Company shall fix a record date
for the issuance of rights (other than the Rights), options or warrants to all holders of Preferred Stock entitling them to subscribe
for or purchase (for a period expiring within forty-five (45) calendar days after such record date) Preferred Stock (or shares
having the same rights, privileges and preferences as the shares of Preferred Stock (“Equivalent Preferred Stock”))
or securities convertible into Preferred Stock or Equivalent Preferred Stock at a price per share of Preferred Stock or per share
of Equivalent Preferred Stock (or having a conversion price per share, if a security convertible into Preferred Stock or Equivalent
Preferred Stock) less than the Current Market Price per share of Preferred Stock on such record date, the Purchase Price to be
in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record
date by a fraction, the numerator of which shall be the number of shares of Preferred Stock outstanding on such record date, plus
the number of shares of Preferred Stock which the aggregate offering price of the total number of shares of Preferred Stock and/or
Equivalent Preferred Stock so to be offered (and/or the aggregate initial conversion price of the convertible securities so to
be offered) would purchase at such Current Market Price, and the denominator of which shall be the number of shares of Preferred
Stock outstanding on such record date, plus the number of additional shares of Preferred Stock and/or Equivalent Preferred Stock
to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible).
In case such subscription price may be paid by delivery of consideration part or all of which may be in a form other than cash,
the value of such consideration shall be as determined in good faith by the Board of Directors, whose determination shall be described
in a statement filed with the Rights Agent and shall be binding on the Rights Agent and the holders of the Rights. Shares of Preferred
Stock owned by or held for the account of the Company shall not be deemed outstanding for the purpose of any such computation.
Such adjustment shall be made successively whenever such a record date is fixed, and in the event that such rights, options or
warrants are not so issued, the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such
record date had not been fixed.


 


(c) In case the Company shall fix a record date
for a distribution to all holders of Preferred Stock (including any such distribution made in connection with a consolidation or
merger in which the Company is the continuing corporation) of evidences of indebtedness, cash (other than a regular periodic cash
dividend out of the earnings or retained earnings of the Company), assets (other than a dividend payable in Preferred Stock, but
including any dividend payable in stock other than Preferred Stock) or subscription rights or warrants (excluding those referred
to in Section 11(b)), the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase
Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the Current Market Price per
share of Preferred Stock on such record date, less the fair market value (as determined in good faith by the Board of Directors,
whose determination shall be described in a statement filed with the Rights Agent and shall be binding on the Rights Agent and
the holders of the Rights) of the portion of the cash, assets or evidences of indebtedness so to be distributed or of such subscription
rights or warrants applicable to a share of Preferred Stock and the denominator of which shall be such Current Market Price per
share of Preferred Stock. Such adjustments shall be made successively whenever such a record date is fixed, and in the event that
such distribution is not so made, the Purchase Price shall be adjusted to be the Purchase Price which would have been in effect
if such record date had not been fixed.


 




    	 	17	 



     


    

 


(d) (i) For the purpose of any computation hereunder,
other than computations made pursuant to Section 11(a)(iii), the “Current Market Price” per share of
common stock (or similar equity interest) of an issuer on any date shall be deemed to be the average of the daily closing prices
per share of such common stock (or other security) for the thirty (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 Market Price”
per share of Common Stock on any date shall be deemed to be the average of the daily closing prices per share of such Common Stock
for the ten (10) consecutive Trading Days immediately following but not including such date; provided, however, that
in the event that the Current Market Price per share of common stock (or other security) of an issuer is determined during a period
following the announcement by the issuer of such common stock (or other security) of (A) a dividend or distribution on such common
stock (or other security) payable in shares of such common stock (or other security) or securities convertible into shares of such
common stock (or other security) (other than the Rights), or (B) any subdivision, combination or reclassification of such common
stock (or other security), and the ex-dividend date for such dividend or distribution, or the record date for such subdivision,
combination or reclassification shall not have occurred prior to the commencement of the requisite thirty (30) Trading Day or ten
(10) Trading Day period, as set forth above, then, and in each such case, the “Current Market Price” shall be properly
adjusted to take into account any trading during the period prior to such ex-dividend date or record date. The closing price per
share of common stock (or other security) of an issuer for each day shall be the last sale price, regular way, or, in case no such
sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal
consolidated transaction reporting system with respect to securities listed or admitted to trading on the Nasdaq or, if such shares
of common stock (or other security) are not listed or admitted to trading on the Nasdaq, as reported in the principal consolidated
transaction reporting system with respect to securities listed on the principal national securities exchange on which such shares
of common stock (or other security) are listed or admitted to trading or, if such shares of common stock (or other security) are
not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average
of the high bid and low asked prices in the over-the-counter market, as reported by the OTC Bulletin Board service (the “OTCBB”)
or such other quotation system then in use, or, if on any such date such shares of common stock (or other security) are not quoted
by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a
market in such common stock (or other security) selected by the Board of Directors. If on any such date no market maker is making
a market in such common stock (or other security), the fair value of such shares on such date as determined in good faith by the
Board of Directors shall be used. The term “Trading Day” shall mean a day on which the principal national securities
exchange on which shares of an issuer’s common stock (or other security) are listed or admitted to trading is open for the
transaction of business or, if such shares of common stock (or other security) are not listed or admitted to trading on any national
securities exchange, a Business Day. If an issuer’s shares of common stock (or other security) are not publicly held or not
so listed or traded, “Current Market Price” per share shall mean the fair value per share as determined in good
faith by the Board of Directors, whose determination shall be described in a statement filed with the Rights Agent and shall be
conclusive for all purposes.


 




    	 	18	 



     


    

 


(ii)
For the purpose of any computation hereunder, the “Current Market Price” per share of Preferred Stock shall
be determined in the same manner as set forth above for the Common Stock in clause (i) of this Section 11(d) (other than
the last sentence thereof). If the Current Market Price per share of Preferred Stock cannot be determined in the manner provided
above, or if the Preferred Stock is not publicly held or listed or traded in a manner described in clause (i) of this Section
11(d), the “Current Market Price” per share of Preferred Stock shall be conclusively deemed to be an amount
equal to 1,000 (as such number may be appropriately adjusted for such events as stock splits, stock dividends and recapitalizations
with respect to the Common Stock occurring after the date of this Agreement) multiplied by the Current Market Price per share of
the Common Stock. If neither the Common Stock nor the Preferred Stock is publicly held or so listed or traded, “Current
Market Price” per share of the Preferred Stock shall mean the fair value per share as determined in good faith by the
Board of Directors, whose determination shall be described in a statement filed with the Rights Agent and shall be binding on the
Rights Agent and the holders of the Rights. For all purposes of this Agreement, the “Current Market Price” of
one one-thousandth of a share of Preferred Stock shall be equal to the “Current Market Price” of one share of Preferred
Stock divided by 1,000.


 


(e) Notwithstanding anything in this Agreement
to the contrary, no adjustment in the Purchase Price shall be required unless such adjustment would require an increase or decrease
of at least one percent (1%) in the Purchase Price; provided, however, that any adjustments which by reason of this
Section 11(e) are not required to be made shall be carried forward and taken into account in any subsequent adjustment.
All calculations under this Section 11 shall be made to the nearest cent or to the nearest one ten-thousandth of a share
of Common Stock or one one-millionth of a share of Preferred Stock or one ten-thousandth of any other share or security, as the
case may be. Notwithstanding the first sentence of this Section 11(e), any adjustment required by this Section 11
shall be made no later than the earlier of (i) three (3) years from the date of the transaction which mandates such adjustment,
or (ii) the Expiration Time.


 


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


 


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


 


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


 




    	 	19	 



     


    

 


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


 


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


 


(k) Before taking any action that would cause
an adjustment reducing the Purchase Price below the then stated value, if any, of the number of one one-thousandths of a share
of Preferred Stock issuable upon exercise of the Rights, the Company shall take any corporate action which may, in the opinion
of its counsel, be necessary in order that the Company may validly and legally issue fully paid and nonassessable shares of Preferred
Stock at such adjusted Purchase Price.


 


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


 




    	 	20	 



     


    

 


(m) Anything in this Section 11 to the
contrary notwithstanding, the Company shall be entitled (but not obligated) to make such reductions in the Purchase Price, in addition
to those adjustments expressly required by this Section 11, as and to the extent that the Board of Directors, in its good
faith judgment, shall determine to be advisable in order that any (i) consolidation or subdivision of the Preferred Stock, (ii)
issuance wholly for cash of any shares of Preferred Stock at less than the current market price, (iii) issuance wholly for cash
of shares of Preferred Stock or securities which by their terms are convertible into or exchangeable for shares of Preferred Stock,
(iv) stock dividends or (v) issuance of rights, options or warrants referred to in this Section 11, hereafter made by the
Company to holders of its Preferred Stock shall not be taxable to such stockholders.


 


(n) The Company covenants and agrees that it
shall not, at any time after the Distribution Time, (i) consolidate with any other Person (other than a Subsidiary of the Company
in a transaction which complies with Section 11(o)), (ii) merge with or into any other Person (other than a Subsidiary of
the Company in a transaction which complies with Section 11(o)), or (iii) sell or transfer (or permit any Subsidiary to
sell or transfer), in one transaction, or a series of related transactions, assets, cash flow or earning power aggregating more
than fifty percent (50%) 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 any of its Subsidiaries in one or more transactions each of which complies with
Section 11(o)), if (x) at the time of or immediately after such consolidation, merger, sale or transfer there are any rights,
warrants or other instruments or securities outstanding or agreements in effect which would substantially diminish or otherwise
eliminate the benefits intended to be afforded by the Rights or (y) prior to, simultaneously with or immediately after such consolidation,
merger, sale or transfer, the stockholders of the Person who constitutes, or would constitute, the “Flip-over Party”
for purposes of Section 13(a) shall have received a distribution of Rights previously owned by such Person or any of its
Affiliates and Associates.


 


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


 


(p) In the event that the Company shall at any
time after the Rights Dividend Declaration Date and prior to the Distribution Time (i) declare a dividend on the outstanding shares
of Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding shares of Common Stock, or (iii) combine the
outstanding shares of Common Stock into a smaller number of shares, the number of Rights associated with each share of Common Stock
then outstanding, or issued or delivered thereafter but prior to the Distribution Time, shall be proportionately adjusted so that
the number of Rights thereafter associated with each share of Common Stock following any such event shall equal the result obtained
by multiplying the number of Rights associated with each share of Common Stock immediately prior to such event by a fraction the
numerator of which shall be the total number of shares of Common Stock outstanding immediately prior to the occurrence of the event
and the denominator of which shall be the total number of shares of Common Stock outstanding immediately following the occurrence
of such event.


 




    	 	21	 



     


    

 


Section 12. Certificate of Adjusted Purchase
Price or Number of Shares. Whenever an adjustment is made as provided in Section
11 or Section 13, the Company shall (a) promptly prepare a certificate setting forth such adjustment and a brief statement
of the facts and computations accounting for such adjustment, (b) promptly file with the Rights Agent, and with each transfer
agent for the Preferred Stock and the Common Stock, a copy of such certificate, and (c) if a Distribution Time has occurred, mail
a brief summary thereof to each holder of a Rights Certificate in accordance with Section 26. The Rights Agent shall be
fully protected in relying on any such certificate and on any adjustment therein contained and shall not be deemed to have knowledge
of such adjustment unless and until it shall have received such certificate.


 


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


 


(a) In the event that, following the Stock Acquisition
Date, directly or indirectly, (x) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary
of the Company in a transaction that complies with Section 11(o)), and the Company shall not be the continuing or surviving
corporation of such consolidation or merger, (y) any Person (other than a Subsidiary of the Company in a transaction that complies
with Section 11(o)) shall engage in a share exchange with or shall consolidate with, or merge with or into, the Company,
and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such share
exchange, consolidation or merger, all or part of the outstanding shares of Common Stock shall be changed into or exchanged for
stock or other securities of any other Person or cash or any other property or (z) the Company shall sell or otherwise transfer
(or one or more of its Subsidiaries shall sell or otherwise transfer) in one transaction or a series of related transactions, assets,
cash flow or earning power aggregating to more than fifty percent (50%) of the assets, cash flow or earning power of the Company
and its Subsidiaries (taken as a whole) to any Person or Persons (other than the Company or any Subsidiary of the Company in one
or more transactions each of which complies with Section 11(o)) (any event described in clauses (x), (y) or (z) of
this Section 13(a) following the Stock Acquisition Date, a “Flip-over Event”), then, and in each such
case, proper provision shall be made so that: (i) each holder of a Right, except as provided in Section 7(e), shall thereafter
have the right to receive upon the exercise thereof at the then-current Purchase Price in accordance with the terms of this Agreement,
in lieu of a number of one one-thousandths of a share of Preferred Stock, such number of validly authorized and issued, fully paid,
nonassessable and freely tradeable shares of Flip-over Stock, not subject to any liens, encumbrances, rights of first refusal or
other adverse claims, as shall be equal to the result obtained by (l) multiplying the then-current Purchase Price by the number
of one one-thousandths of a share of Preferred Stock for which a Right is exercisable immediately prior to the first occurrence
of a Flip-over Event (or, if a Flip-in Event has occurred prior to the first occurrence of a Flip-over Event, multiplying the number
of such one one-thousandths of a share of Preferred Stock for which a Right was exercisable immediately prior to the first occurrence
of a Flip-in Event by the Purchase Price in effect immediately prior to such first occurrence), and (2) dividing that product (which,
following the first occurrence of a Flip-over Event, shall be referred to as the “Purchase Price” for each Right and
for all purposes of this Agreement) by fifty percent (50%) of the Current Market Price (determined pursuant to Section 11(d)(i))
per share of the Flip-over Stock on the date of consummation of such Flip-over Event; (ii) such Flip-over Party shall thereafter
be liable for, and shall assume, by virtue of such Flip-over Event, all the obligations and duties of the Company pursuant to this
Agreement; (iii) the term “Company” shall thereafter be deemed to refer to such Flip-over Party, it being specifically
intended that the provisions of Section 11 shall apply only to such Flip-over Party following the first occurrence of a
Flip-over Event; (iv) such Flip-over Party shall take such steps (including the reservation of a sufficient number of shares of
Flip-over Stock) in connection with the consummation of any such transaction as may be necessary to assure that the provisions
hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its shares of Common Stock thereafter deliverable
upon the exercise of the Rights; and (v) the provisions of Section 11(a)(ii) shall be of no effect following the first occurrence
of any Flip-over Event.


 




    	 	22	 



     


    

 


(b) “Flip-over Party” shall mean:


 


(i)
in the case of any transaction described in clause (x) or (y) of the first sentence of Section 13(a), the Person that is
the issuer of any securities into which shares of Common Stock are converted or exchanged in such share exchange, consolidation
or merger, and if no securities are so issued, the Person that is the other party to such share exchange, consolidation or merger;
and


 


(ii)
in the case of any transaction described in clause (z) of the first sentence 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;


 


provided, however, that in any such case described
in the foregoing clause (i) or (ii) of this Section 13(b), (1) if the common stock (or similar equity interest) of such
Person is not at such time and has not been continuously over the preceding twelve (12) month period registered under Section 12
of the Exchange Act, and such Person is a direct or indirect Subsidiary of another Person the common stock (or similar equity interest)
of which is and has been so registered, “Flip-over Party” shall refer to such other Person; and (2) in case such Person
is a Subsidiary, directly or indirectly, of more than one Person, the common stock (or similar equity interest) of two or more
of which are and have been so registered, “Flip-over Party” shall refer to whichever of such Persons is the issuer
of the common stock (or similar equity interest) having the greatest aggregate market value.


 


(c) The Company shall not consummate any Flip-over
Event unless the Flip-over Party shall have a sufficient number of authorized shares of Flip-over Stock (or similar equity interest)
which have not been issued or reserved for issuance to permit the exercise in full of the Rights in accordance with this Section
13 and unless prior thereto the Company and such Flip-over Party shall have executed and delivered to the Rights Agent a supplemental
agreement providing for the terms set forth in paragraphs (a) and (b) of this Section 13 and further providing that, as
soon as practicable after the date of any exchange, consolidation, merger, sale or transfer of assets mentioned in paragraph (a)
of this Section 13, the Flip-over Party will:


 




    	 	23	 



     


    

 


(i)
prepare and file a registration statement under the Act, with respect to the Rights and the securities purchasable upon exercise
of the Rights on an appropriate form, and will use its best efforts to cause such registration statement to (A) become effective
as soon as practicable after such filing and (B) remain effective (with a prospectus at all times meeting the requirements of the
Act) until the Expiration Time;


 


(ii)
use its best efforts to qualify or register the Rights and the securities purchasable upon exercise of the Rights under blue sky
laws of such jurisdiction, as may be necessary or appropriate; and


 


(iii)
deliver to holders of the Rights historical financial statements for the Flip-over Party and each of its Affiliates which comply
in all respects with the requirements for registration on Form 10 under the Exchange Act.


 


(d) The provisions of this Section 13
shall similarly apply to successive exchanges, consolidations, mergers, sales or other transfers. In the event that a Flip-over
Event shall occur at any time after the occurrence of a Flip-in Event, the Rights which have not theretofore been exercised shall
thereafter become exercisable in the manner described in Section 13(a).


 


Section 14. Fractional Rights and Fractional
Shares.


 


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


 




    	 	24	 



     


    

 


(b) The Company shall not be required to issue
fractions of shares of Preferred Stock (other than fractions that are integral multiples of one one-thousandth of a share of Preferred
Stock) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Stock (other than
fractions that are integral multiples of one one-thousandth of a share of Preferred Stock). Fractions of shares of Preferred Stock
in integral multiples of one one-thousandth of a share may, at the election of the Company, be evidenced by depositary receipts
pursuant to an appropriate agreement between the Company and a depositary selected by it; provided, however, that
such agreement shall provide that the holders of such depositary receipts shall have all the rights, privileges and preferences
to which they are entitled as beneficial owners of the shares represented by such depositary receipts. In lieu of fractional shares
of Preferred Stock that are not integral multiples of one one-thousandth of a share of Preferred Stock, the Company shall pay to
the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal
to the same fraction of the current market value of one one-thousandth of a share of Preferred Stock. For purposes of this Section
14(b), the current market value of one one-thousandth of a share of Preferred Stock shall be one one-thousandth of the closing
price of a share of Preferred Stock (as determined pursuant to Section 11(d)(ii)) for the Trading Day immediately prior
to the date of such exercise.


 


(c) Following the occurrence of a Triggering
Event, the Company shall not be required to issue fractions of shares of Common Stock or other securities upon exercise of the
Rights or to distribute certificates which evidence fractional shares of Common Stock or other securities. In lieu of fractional
shares of Common Stock or other securities, the Company shall pay to the registered holders of Rights Certificates at the time
such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one share
of Common Stock or such other securities. For purposes of this Section 14(c), the current market value of one share of Common
Stock or other security shall be the closing price of one share of Common Stock or such other security, as applicable, (as determined
pursuant to Section 11(d)(i)) for the Trading Day immediately prior to the date of such exercise.


 


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


 


(e) Whenever a payment for fractional Rights
or fractional shares is to be made by the Rights Agent, the Company shall (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 in the form of fully collected funds to make such payments.


 




    	 	25	 



     


    

 


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


 


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


 


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


 


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


 


(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 a Rights Certificate (or, prior to the Distribution
Time, any associated Common Stock certificate) 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 any associated Common Stock certificates 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 the last sentence of Section 7(e), shall be required to be affected by any notice to the contrary; and


 


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


 




    	 	26	 



     


    

 


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


 


Section 18. Concerning the Rights Agent.


 


(a) The Company agrees to pay to the Rights
Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent,
its reasonable expenses and counsel fees and disbursements and other disbursements incurred in the negotiation, preparation, execution,
delivery and amendment 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 incurred without negligence, bad faith or willful misconduct on the part of the Rights Agent for any action taken,
suffered or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the reasonable
costs and expenses of defending against any claim of liability.


 


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


 


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


 


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


 




    	 	27	 



     


    

 


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


 


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


 


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


 


(b) Whenever in the performance of its duties
under this Agreement the Rights Agent shall deem it necessary or desirable that any fact or matter (including the identity of any
Acquiring Person and the determination of “Current Market Price”) be proved or established by the Company prior to
taking, suffering or omitting to take any action hereunder, such fact or matter (unless other evidence in respect thereof be herein
specifically prescribed) may be deemed to be conclusively proved and established by a certificate signed by the President, any
Vice President, the Chief Financial Officer, the Treasurer, the Secretary or any Assistant Secretary of the Company and delivered
to the Rights Agent; and such certificate shall be full authorization and protection to the Rights Agent, and the Rights Agent
shall incur no liability for or in respect of any action taken, suffered or omitted to be taken by it in good faith by it under
the provisions of this Agreement in reliance upon such certificate.


 


(c) The Rights Agent shall be liable hereunder
only for its own negligence, bad faith or willful misconduct.


 


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


 


(e) The Rights Agent shall not be under any
responsibility in respect of the validity of this Agreement or the execution and delivery hereof (except the due execution hereof
by the Rights Agent) or in respect of the validity or execution of any Rights Certificate (except its countersignature thereof);
nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Rights
Certificate; nor shall it be responsible for any adjustment required under the provisions of Section 11, Section 13
or Section 24 or responsible for the manner, method or amount of any such adjustment or the ascertaining of the existence
of facts that would require any such adjustment (except with respect to the exercise of Rights evidenced by Rights Certificates
after actual notice of any such adjustment); nor shall it by any act hereunder be deemed to make any representation or warranty
as to the authorization or reservation of any shares of Common Stock or Preferred Stock to be issued pursuant to this Agreement
or any Rights Certificate or as to whether any shares of Common Stock or Preferred Stock will, when so issued, be validly authorized
and issued, fully paid and nonassessable.


 






    	 	28	 



     


    

 


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


 


(g) The Rights Agent is hereby authorized and
directed to accept instructions with respect to the performance of its duties hereunder from the Chairman of the Board, Chief Executive
Officer, President, Chief Operating Officer, Chief Financial Officer or General Counsel of the Company and to apply to such officers
for advice or instructions in connection with its duties, and it shall incur no liability for or in respect of any action taken,
suffered or omitted by it in good faith in accordance with instructions of any such officer.


 


(h) The Rights Agent and any stockholder, director,
Affiliate, officer or employee of the Rights Agent may buy, sell or deal in any of the Rights or other securities of the Company
or become pecuniarily interested in any transaction in which the Company may be interested, or contract with or lend money to the
Company or otherwise act as fully and freely as though it were not Rights Agent under this Agreement. Nothing herein shall preclude
the Rights Agent from acting in any other capacity for the Company or for any other 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 or by or through its attorneys or agents,
and the Rights Agent shall not be answerable or accountable for any act, default, neglect or misconduct of any such attorneys or
agents or for any loss to the Company resulting from any such act, default, neglect or misconduct; provided, however,
that reasonable care was exercised in the selection and continued employment thereof.


 


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


 


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


 






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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 under this Agreement upon sixty
(60) days’ notice in writing mailed to the Company, and to each transfer agent of the Common Stock and the Preferred Stock,
by registered or certified mail, and to the holders of the Rights Certificates by first-class mail. The Company may remove the
Rights Agent or any successor Rights Agent upon no less than thirty (30) days’ notice in writing, mailed to the Rights Agent
or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and the Preferred Stock, by registered
or certified mail, and, if such removal occurs after the Distribution Time, to the holders of the Rights Certificates by first-class
mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint
a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of thirty (30) days after
giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated
Rights Agent or by any registered holder of a Rights Certificate (who shall, with such notice, submit such holder’s Rights
Certificate for inspection by the Company), then any registered holder of any Rights Certificate may apply to any court of competent
jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such
a court, shall be (i) a Person organized and doing business under the laws of the United States or of the State of Delaware or
of the State of New York (or of any other state of the United States so long as such Person is authorized to do business in the
State of Delaware or in the State of New York), in good standing, having an office or agency in the State of Delaware or in the
State of New York, which is authorized under such laws to exercise stock transfer powers and is subject to supervision or examination
by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at
least $100,000,000 or (ii) an Affiliate of such Person. After appointment, the successor Rights Agent shall be vested with the
same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent under this Agreement without
further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at
the time held by it hereunder, and execute and deliver any further reasonable assurance, conveyance, act or deed necessary for
the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with
the predecessor Rights Agent and each transfer agent of the Common Stock and the Preferred Stock, and, if such appointment occurs
after the Distribution Time, mail a notice thereof in writing to the registered holders of the Rights Certificates. Failure to
give any notice provided for in this Section 21 or any defect therein shall not affect the legality or validity of the
resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.


 


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


 






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Section 23. Redemption and Termination.


 


(a) The Board of Directors may, at its option,
at any time prior to the earlier of (i) the Close of Business on the tenth day following the Stock Acquisition Date (or, if the
Stock Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the tenth day following the Record
Date), or (ii) the Final Expiration Time, redeem all but not less than all of the then outstanding Rights at a redemption price
of $0.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction
occurring after the date hereof (such redemption price being hereinafter referred to as the “Redemption Price”).
Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence
of a Flip-in Event until such time as the Company’s right of redemption hereunder has expired. The Company may, at its option,
pay the Redemption Price in cash, shares of Common Stock (based on the Current Market Price of the Common Stock at the time of
redemption) or any other form of consideration deemed appropriate by the Board of Directors. The redemption of the Rights by the
Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its
sole discretion may establish.


 


(b) Immediately upon the action of the Board
of Directors ordering the redemption of the Rights pursuant to Section 23(a) (or, if the resolutions of the Board of Directors
electing to redeem the Rights state that the redemption will not be effective until a specified future time or the occurrence of
a specified future event, at such future time or upon the occurrence of such future event), evidence of which shall have been filed
with the Rights Agent and without any further action and without any notice, the right to exercise the Rights will terminate and
the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly after
the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to
the Rights Agent and the holders of the then outstanding Rights by mailing such notice to the Rights Agent and to all such holders
at each holder’s last address as it appears upon the registry books of the Rights Agent or, prior to the Distribution Time,
on the registry books of the transfer agent for the Common Stock; provided, however, that the failure to give, or
any defect in, such notice shall not affect the validity of such redemption. Any notice which is mailed in the manner herein provided
shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which
the payment of the Redemption Price will be made.


 






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Section 24. Exchange.


 


(a) The Board of Directors 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
shall not include Rights that have become null and void pursuant to the provisions of Section 7(e)) for shares of Common
Stock at an exchange ratio of one share of Common Stock per Right, appropriately adjusted to reflect any stock split, stock dividend
or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the “Exchange
Ratio”). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any
time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any
Subsidiary of the Company, or any Person organized, appointed or established by the Company for or pursuant to the terms of any
such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of fifty percent (50%) or
more of the Common Stock then outstanding. Before effecting an exchange pursuant to this Section 24, the Board may direct
the Company to enter into a trust agreement in such form and with such terms as the Board shall then approve (the “Trust
Agreement”). If the Board so directs, the Company shall enter into the Trust Agreement and shall issue to the trust created
by such agreement (the “Trust”) all or some (as designated by the Board) of the shares of Common Stock issuable
pursuant to the exchange, and all or some (as designated by the Board) holders of Rights entitled to receive shares pursuant to
the exchange shall be entitled to receive such shares (and any dividends paid or distributions made thereon after the date on which
such shares are deposited in the Trust) only from the Trust and solely upon compliance with the relevant terms and provisions of
the Trust Agreement.


 


(b) Immediately upon the effectiveness of the
action of the Board of Directors ordering the exchange of any Rights pursuant to subsection (a) of this Section 24
and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter
of a holder of any such Rights shall be to receive that number of shares of Common Stock equal to the number of such Rights held
by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice (with prompt notice thereof to the
Rights Agent) of any exchange. The Company promptly thereafter shall mail a notice of any such exchange to all of the holders of
such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the
manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will
state the method by which the exchange of the Common Stock for Rights will be effected and, in the event of any partial exchange,
the number of Rights which will be exchanged. Any partial exchange will be effected pro rata based on the number of Rights (other
than Rights which have become null and void pursuant to the provisions of Section 7(e)) held by each holder of Rights. Prior
to effecting any exchange and registering shares of Common Stock in any Person’s name, including any nominee or transferee
of a Person, the Company may require (or cause the trustee of the Trust to require), as a condition thereof, that any holder of
Rights provide evidence, including the identity of the Beneficial Owners thereof and their Affiliates and Associates (or former
Beneficial Owners thereof and their Affiliates and Associates) as the Company shall reasonably request in order to determine if
such Rights are null and void. If any Person shall fail to comply with such request, the Company shall be entitled conclusively
to deem the Rights formerly held by such Person to be null and void pursuant to Section 7(e). No failure to give, or any
defect in, any notice provided under this Section 24(b) shall affect the validity of any exchange.


 






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(c) In any exchange pursuant to this Section 24,
the Company, at its option, may substitute shares of Preferred Stock (or Equivalent Preferred Stock, as such term is defined in
paragraph (b) of Section 11) for shares of Common Stock exchangeable for Rights, at the initial rate of one one-thousandth
of a share of Preferred Stock (or Equivalent Preferred Stock) for each share of Common Stock, as appropriately adjusted to reflect
adjustments in the voting rights of the Preferred Stock pursuant to the terms thereof, so that the fraction of a share of Preferred
Stock delivered in lieu of each share of Common Stock shall have the same voting rights as one share of Common Stock.


 


(d) In the event that there shall not be sufficient
shares of Common Stock issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in
accordance with this Section 24, the Company shall take all such actions as may be necessary to authorize additional
shares of Common Stock for issuance upon exchange of the Rights.


 


(e) The Company shall not be required to issue
fractions of shares of Common Stock or to distribute certificates which evidence fractional shares of Common Stock. In lieu of
such fractional shares of Common Stock, there shall be paid to the registered holders of the Rights Certificates with regard to
which such fractional shares of Common Stock would otherwise be issuable, an amount in cash equal to the same fraction of the current
market value of a whole share of Common Stock. For the purposes of this Section 24(e), the current market value of a whole
share of Common Stock shall be the closing price of a share of Common Stock (as determined pursuant to the second sentence of Section 11(d)(i))
for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.


 


Section 25. Notice of Certain Events.


 


(a) In case the Company shall propose, at any
time after the Distribution Time, (i) to pay any dividend payable in stock of any class to the holders of Preferred Stock or to
make any other distribution to the holders of Preferred Stock (other than a regular periodic cash dividend out of earnings or retained
earnings of the Company), or (ii) to offer to the holders of Preferred Stock rights or warrants to subscribe for or to purchase
any additional shares of Preferred Stock or shares of stock of any class or any other securities, rights or options, or (iii) to
effect any reclassification of its Preferred Stock (other than a reclassification involving only the subdivision of outstanding
shares of Preferred Stock), or (iv) to effect any consolidation or merger into or with any other Person (other than a Subsidiary
of the Company in a transaction which complies with Section 11(o)), or to effect any sale or other transfer (or to permit
one or more of its Subsidiaries to effect any sale or other transfer), in one transaction or a series of related transactions,
of more than fifty percent (50%) 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 any of its Subsidiaries in one or more transactions each of which complies
with Section 11(o)), or (v) to effect the liquidation, dissolution or winding up of the Company, then, in each such case,
the Company shall give to the Rights Agent and to each holder of a Rights Certificate, to the extent feasible and in accordance
with Section 26, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend,
distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation,
dissolution, or winding up is to take place and the date of participation therein by the holders of the shares of Preferred Stock,
if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above
at least twenty (20) days prior to the record date for determining holders of the shares of Preferred Stock for purposes of such
action, and in the case of any such other action, at least twenty (20) days prior to the date of the taking of such proposed action
or the date of participation therein by the holders of the shares of Preferred Stock, whichever shall be the earlier.


 






    	 	33	 



     


    

 


(b) In case a Flip-in Event shall occur, then,
in any such case, (i) the Company shall as soon as practicable thereafter give to each holder of a Rights Certificate, to the extent
feasible and in accordance with Section 26, a notice of the occurrence of such event, which shall specify the event and
the consequences of the event to holders of Rights under Section 11(a)(ii), and (ii) all references in the preceding paragraph
to Preferred Stock shall be deemed thereafter to refer to Common Stock and/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 shall be sufficiently given or made if in writing and sent by first-class mail, postage prepaid, addressed
(until another address is filed in writing with the Rights Agent) or by facsimile transmission as follows:


 


Inspired Entertainment, Inc.


250 West 57th Street


Suite 2223


New York, New York


Attention: Stewart Baker, Chief Financial Officer


Facsimile No.: (646) 461-2655


 


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 shall be sufficiently given or made if in writing and sent by first-class mail, postage prepaid, addressed (until another
address is filed in writing with the Company) or by facsimile transmission as follows:


 


Continental Stock Transfer & Trust Company


One State Street


30th Floor


New York, New York


Attention: Kevin Jennings


Facsimile No.: (212) 616-7615


 


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


 






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Section 27. Supplements and Amendments.
The Company and the Rights Agent may from time to time supplement or amend this Agreement without the approval of any holders
of Rights (a) prior to the Stock Acquisition Date, in any respect, and (b) on or after the Stock Acquisition Date, (i) to make
any changes that the Company may deem necessary or desirable that shall not materially adversely affect the interests of the holders
of Rights (other than the Acquiring Person, any Affiliate or Associate thereof or any transferee of any Acquiring Person or any
Affiliate or Associate thereof), (ii) to cure any ambiguity or (iii) to correct or supplement any provision contained herein that
may be inconsistent with any other provision herein, including any change in order to satisfy any applicable law, rule or regulation.
For the avoidance of doubt, the Company shall be entitled to adopt and implement such procedures and arrangements (including with
third parties) as it may deem necessary or desirable to facilitate the exercise, exchange, trading, issuance or distribution of
the Rights (and the shares of Preferred Stock issuable and deliverable upon the exercise of the Rights) as contemplated hereby
and to ensure that an Acquiring Person and its Affiliates, Associates and transferees do not obtain the benefits thereof, and
any amendment in respect of the foregoing shall be deemed not to adversely affect the interests of the holders of Rights. Any
supplement or amendment authorized by this Section 27 shall be evidenced by a writing signed by the Company and the Rights Agent.
The Rights Agent shall duly execute and deliver any supplement or amendment hereto requested by the Company in writing provided
that the Company has delivered to the Rights Agent a certificate from an appropriate officer of the Company that states that the
proposed supplement or amendment complies with the terms of this Agreement. Notwithstanding anything in this Agreement to the
contrary, the Rights Agent may, but shall not be obligated to, enter into any supplement or amendment that materially and adversely
affects the Rights Agent’s own rights, duties, immunities or obligations under this Agreement.


 


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


 


Section 29. Determination and Actions
by the Board of Directors, etc. The Board of Directors, or a duly authorized
committee thereof, shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers
specifically granted to the Board of Directors or to the Company, or as may be necessary or advisable in the administration of
this Agreement, including the right and power to (i) interpret the provisions of this Agreement, and (ii) make all determinations
deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the
Rights or to amend this Agreement). All such actions, calculations, interpretations and determinations (including, for purposes
of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors in good faith
shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other Persons,
and (y) not subject the Board of Directors to any liability to the holders of the Rights.


 


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


 






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


 


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


 


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


 


Section 34. Descriptive Headings; Interpretation.
Descriptive headings of the several Sections of this Agreement are inserted for convenience only and shall not control or
affect the meaning or construction of any of the provisions hereof. The words “include,” “includes” and
“including” shall be deemed to be followed by the phrase “without limitation.” Each reference in this
Agreement to a period of time following or after a specified date or event shall be calculated without including such specified
date or the day on which such specified event occurs.


 


* * * * * * *


 




    	 	36	 



     


    

 


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


 


	 	 	INSPIRED ENTERTAINMENT, INC.
	 	 	 
		 	By:	/s/ Luke Alvarez	 
	 	 	 	Name: Luke Alvarez
	 	 	 	Title: President and Chief Executive Officer
	 	 	 
	 	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY
	 	 	 	 
		 	By:	/s/ Kevin Jennings	 
	 	 	 	Name: Kevin Jennings
	 	 	 	Title: Vice President


 


Rights Agreement


 




     


     


    

 





Exhibit A


 


FORM OF


 


CERTIFICATE OF DESIGNATION


 


OF


 


SERIES A JUNIOR PARTICIPATING PREFERRED
STOCK


 


OF


 


INSPIRED
ENTERTAINMENT, INC.


 


Pursuant to Section 151 of the

General Corporation Law of the State of Delaware


 


The undersigned do hereby certify that the following
resolution was duly adopted by the board of directors of Inspired Entertainment, Inc., a Delaware corporation (the “Corporation”),
on August 13, 2017:


 


RESOLVED, that pursuant to the authority vested
in the board of directors of the Corporation (the “Board of Directors”) by the Corporation’s Second Amended
and Restated Certificate of Incorporation, as amended (the “Charter”), the Board of Directors does hereby create,
authorize and provide for the issue of a series of Preferred Stock, par value $0.0001 per share, of the Corporation, to be designated
“Series A Junior Participating Preferred Stock” (hereinafter referred to as the “Series A Preferred Stock”),
initially consisting of 49,000 shares, and to the extent that the designations, powers, preferences and relative and other special
rights and the qualifications, limitations or restrictions of the Series A Preferred Stock are not stated and expressed in the
Charter, does hereby fix and herein state and express such designations, powers, preferences and relative and other special rights
and the qualifications, limitations and restrictions thereof, as follows (all terms used herein that are defined in the Charter
shall be deemed to have the meanings provided therein):


 


Section 1. Designation and Amount.
The shares of such series shall be designated as “Series A Junior Participating Preferred Stock,” and the number of
shares constituting such series shall be 49,000.


 






    	 	A-1	 



     


    

 


Section 2. Dividends and Distributions.


 


(A)      Subject
to the prior and superior rights of the holders of any shares of any series of Preferred Stock ranking prior and superior to the
shares of Series A Preferred Stock with respect to dividends, the holders of shares of Series A Preferred Stock shall be entitled
to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends
payable in cash on the last business day of March, June, September and December in each year (each such date being referred to
herein as a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after
the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount per share (rounded to the nearest
cent) equal to the greater of (a) $1.00 or (b) subject to the provision for adjustment hereinafter set forth, 1,000 times the aggregate
per share amount of all cash dividends, plus 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends
or other distributions other than a dividend payable in shares of common stock, par value $0.0001 per share, of the Corporation
(the “Common Stock”) or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise),
declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly
Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Preferred Stock. In the event the
Corporation shall at any time after August 13, 2017 (the “Rights Declaration Date”) (i) declare any dividend
on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding
Common Stock into a smaller number of shares, then in each case the amount to which holders of shares of Series A Preferred Stock
were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such
amount by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and
the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.


 


(B)      The
Corporation shall declare a dividend or distribution on the Series A Preferred Stock as provided in paragraph (A) above immediately
after it declares a dividend or distribution on the Common Stock (other than a dividend payable in shares of Common Stock); provided,
however, that, in the event no dividend or distribution shall have been declared on the Common Stock during the period between
any Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date, subject to the prior and superior
rights of the holders of any shares of any series of Preferred Stock ranking prior to and superior to the shares of Series A Preferred
Stock with respect to dividends, a dividend of $1.00 per share on the Series A Preferred Stock shall nevertheless be payable on
such subsequent Quarterly Dividend Payment Date.


 


(C)      Dividends
shall begin to accrue and be cumulative on outstanding shares of Series A Preferred Stock from the Quarterly Dividend Payment
Date next preceding the date of issue of such shares of Series A Preferred Stock, unless the date of issue of such shares is prior
to the record date for the first Quarterly Dividend Payment Date, in which case dividends on such shares shall begin to accrue
from the date of issue of such shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a date after the
record date for the determination of holders of shares of Series A Preferred Stock entitled to receive a quarterly dividend and
before such Quarterly Dividend Payment Date, in either of which events such dividends shall begin to accrue and be cumulative
from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends paid on the shares
of Series A Preferred Stock in an amount less than the total amount of such dividends at the time accrued and payable on such
shares shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding. The Board of Directors
may fix a record date for the determination of holders of shares of Series A Preferred Stock entitled to receive payment of a
dividend or distribution declared thereon, which record date shall be no more than sixty (60) days prior to the date fixed for
the payment thereof.


 






    	 	A-2	 



     


    

 


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


 


(A)      Subject
to the provision for adjustment hereinafter set forth, each share of Series A Preferred Stock shall entitle the holder thereof
to 1,000 votes on all matters submitted to a vote of the stockholders of the Corporation. In the event the Corporation shall at
any time after the Rights Declaration Date (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide
the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such
case the number of votes per share to which holders of shares of Series A Preferred Stock were entitled immediately prior to such
event shall be adjusted by multiplying such number by a fraction the numerator of which is the number of shares of Common Stock
outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding
immediately prior to such event.


 


(B)      Except
as otherwise provided herein or by law, the holders of shares of Series A Preferred Stock and the holders of shares of Common Stock
shall vote collectively as one class on all matters submitted to a vote of stockholders of the Corporation.


 


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


 






    	 	A-3	 



     


    

 


(ii)
During any default period, such voting right of the holders of Series A Preferred Stock may be exercised initially at a special
meeting called pursuant to subparagraph (iii) of this Section 3(C) or at any annual meeting of stockholders, and thereafter
at annual meetings of stockholders, provided that such voting right shall not be exercised unless the holders of ten percent (10%)
in number of shares of Preferred Stock outstanding shall be present in person or by proxy. The absence of a quorum of the holders
of Common Stock shall not affect the exercise by the holders of Preferred Stock of such voting rights. At any meeting at which
the holders of Preferred Stock shall exercise such voting right initially during an existing default period, they shall have the
right, voting as a class, to elect directors to fill such vacancies, if any, in the Board of Directors as may then exist up to
two (2) directors or, if such right is exercised at an annual meeting, to elect two (2) directors. If the number which may be so
elected at any special meeting does not amount to the required number, the holders of the Preferred Stock shall have the right
to make such increase in the number of directors as shall be necessary to permit the election by them of the required number. After
the holders of the Preferred Stock shall have exercised their right to elect directors in any default period and during the continuance
of such period, the number of directors shall not be increased or decreased except by vote of the holders of Preferred Stock as
herein provided or pursuant to the rights of any equity securities ranking senior to or pari passu with the Series
A Preferred Stock.


 


(iii)
Unless the holders of Preferred Stock shall, during an existing default period, have previously exercised their right to elect
directors, the Board of Directors may order, or any stockholder or stockholders owning in the aggregate not less than ten percent
(10%) of the total number of shares of Preferred Stock outstanding, irrespective of series, may request, the calling of special
meeting of the holders of Preferred Stock, which meeting shall thereupon be called by the Chairman of the Board of Directors or
the Chief Executive Officer of the Corporation. Notice of such meeting and of any annual meeting at which holders of Preferred
Stock are entitled to vote pursuant to this paragraph (C)(iii) shall be given to each holder of record of Preferred Stock by mailing
a copy of such notice to him or her at his or her last address as the same appears on the books of the Corporation. Such meeting
shall be called for a time not earlier than ten (10) days and not later than fifty (50) days after such order or request, or in
default of the calling of such meeting within fifty (50) days after such order or request, such meeting may be called on similar
notice by any stockholder or stockholders owning in the aggregate not less than ten percent (10%) of the total number of shares
of Preferred Stock outstanding. Notwithstanding the provisions of this paragraph (C)(iii), no such special meeting shall be called
during the period within fifty (50) days immediately preceding the date fixed for the next annual meeting of the stockholders.


 


(iv)
In any default period, the holders of Common Stock, and, if applicable, other classes of capital stock of the Corporation, shall
continue to be entitled to elect the whole number of directors until the holders of Preferred Stock shall have exercised their
right to elect two (2) directors voting as a class, after the exercise of which right (x) the directors so elected by the holders
of Preferred Stock shall continue in office until their successors shall have been elected by such holders or until the expiration
of the default period, and (y) any vacancy in the Board of Directors may (except as provided in paragraph (C)(ii) of this Section
3) be filled by vote of a majority of the remaining directors theretofore elected by the holders of the class of capital stock
which elected the director whose office shall have become vacant. References in this paragraph (C) to directors elected by the
holders of a particular class of stock shall include directors appointed by such directors to fill vacancies as provided in clause
(y) of the foregoing sentence.


 






    	 	A-4	 



     


    

 


(v)
Immediately upon the expiration of a default period, (x) the right of the holders of Preferred Stock as a class to elect directors
shall cease, (y) the term of any directors elected by the holders of Preferred Stock as a class shall terminate, and (z) the number
of directors shall be such number as may be provided for in the Charter or the Corporation’s By Laws irrespective of any
increase made pursuant to the provisions of paragraph (C)(ii) of this Section 3 (such number being subject, however, to
change thereafter in any manner provided by law or in the Charter or the Corporation’s By Laws). Any vacancies in the Board
of Directors effected by the provisions of clauses (y) and (z) in the preceding sentence may be filled by a majority of the remaining
directors.


 


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


 


Section 4. Certain Restrictions.


 


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


 


(i)
declare or pay dividends on, make any other distributions on, or redeem or purchase or otherwise acquire for consideration any
shares of capital stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A
Preferred Stock;


 


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


 


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


 


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


 






    	 	A-5	 



     


    

 


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


 


Section 5. Reacquired Shares.
Any shares of Series A Preferred Stock purchased or otherwise acquired by the Corporation in any manner whatsoever shall be retired
and cancelled promptly after the acquisition thereof. All such shares shall upon their cancellation become authorized but unissued
shares of Preferred Stock and may be reissued as part of a new series of Preferred Stock to be created by resolution or resolutions
of the Board of Directors, subject to the conditions and restrictions on issuance set forth herein.


 


Section 6. Liquidation, Dissolution
or Winding Up.


 


(A)     Upon
any liquidation (voluntary or otherwise), dissolution or winding up of the Corporation, no distribution shall be made to the holders
of shares of capital stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series
A Preferred Stock unless, prior thereto, the holders of shares of Series A Preferred Stock shall have received $1,000 per share,
plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment
(the “Series A Liquidation Preference”). Following the payment of the full amount of the Series A Liquidation
Preference, no additional distributions shall be made to the holders of shares of Series A Preferred Stock unless, prior thereto,
the holders of shares of Common Stock shall have received an amount per share (the “Common Adjustment”) equal
to the quotient obtained by dividing (i) the Series A Liquidation Preference by (ii) 1,000 (as appropriately adjusted as set forth
in subparagraph (C) below to reflect such events as stock splits, stock dividends and recapitalizations with respect to the Common
Stock) (such number in clause (ii), the “Adjustment Number”). Following the payment of the full amount of the
Series A Liquidation Preference and the Common Adjustment in respect of all outstanding shares of Series A Preferred Stock and
Common Stock, respectively, and the payment of liquidation preferences of all other shares of capital stock which rank prior to
or on a parity with Series A Preferred Stock, holders of Series A Preferred Stock and holders of shares of Common Stock shall receive
their ratable and proportionate share of the remaining assets to be distributed in the ratio of the Adjustment Number to 1 with
respect to such Preferred Stock and Common Stock, on a per share basis, respectively.


 


(B)     In
the event, however, that there are not sufficient assets available to permit payment in full of the Series A Liquidation Preference
and the liquidation preferences of all other series of Preferred Stock, if any, which rank on a parity with the Series A Preferred
Stock, then such remaining assets shall be distributed ratably to the holders of such parity shares in proportion to their respective
liquidation preferences. In the event, however, that there are not sufficient assets available to permit payment in full of the
Common Adjustment, then such remaining assets shall be distributed ratably to the holders of Common Stock.


 


(C)     In
the event the Corporation shall at any time after the Rights Declaration Date (i) declare any dividend on Common Stock payable
in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller
number of shares, then in each such case the Adjustment Number in effect immediately prior to such event shall be adjusted by
multiplying such Adjustment Number by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately
after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior
to such event.


 






    	 	A-6	 



     


    

 


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


 


Section 8. No Redemption.
The shares of Series A Preferred Stock shall not be redeemable.


 


Section 9. Ranking. The
Series A Preferred Stock shall rank junior to all other series of the Corporation’s Preferred Stock as to the payment of
dividends and the distribution of assets, whether or not upon the dissolution, liquidation or winding up of the Corporation, unless
the terms of any such series shall provide otherwise.


 


Section 10. Amendment. The
Charter shall not be amended in any manner which would materially alter or change the powers, preferences or special rights of
the Series A Preferred Stock so as to affect them adversely without the affirmative vote of the holders of two-thirds of the outstanding
shares of Series A Preferred Stock, voting separately as a class.


 


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


 


* * * * * * *


 




    	 	A-7	 



     


    

 


IN WITNESS WHEREOF, the Corporation has executed
this Certificate of Designation as of __________, 2017.


 


	 	 	INSPIRED ENTERTAINMENT, INC.
	 	 	 
	 	 	By:	 	 
	 	 	 	Name:
	 	 	 	Title:


 




    	 	A-8	 



     


    

 


Exhibit B


 


[Form of Rights Certificate]


 





	Certificate No. R- 	__________ Rights




 


NOT EXERCISABLE AFTER AUGUST 12, 2020 (or,
if stockholder approval is not obtained for the Rights Agreement at the Company’s 2018 annual meeting of stockholders, August
12, 2018) OR EARLIER IF REDEEMED OR EXCHANGED BY THE COMPANY. AS SET FORTH IN THE RIGHTS AGREEMENT, THE RIGHTS ARE SUBJECT
TO REDEMPTION, AT THE OPTION OF THE COMPANY, AT $0.01 PER RIGHT, AND TO EXCHANGE ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT.
UNDER CERTAIN CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN “ACQUIRING PERSON” OR ANY “AFFILIATE” OR “ASSOCIATE”
OF AN “ACQUIRING PERSON” (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT) AND ANY SUBSEQUENT HOLDER OF SUCH RIGHTS
SHALL 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”
(AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT). ACCORDINGLY, THIS RIGHTS CERTIFICATE AND THE RIGHTS REPRESENTED HEREBY SHALL
BECOME NULL AND VOID IN THE CIRCUMSTANCES SPECIFIED IN SECTION 7(e) OF SUCH AGREEMENT.]*


 


 






		*	The portion of the legend in brackets shall be inserted only if applicable and shall replace the preceding sentence.



 




    	 	B-1	 



     


    

 


Rights Certificate


 


INSPIRED
ENTERTAINMENT, INC.


 


This certifies that [________], or registered
assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to
the terms, provisions and conditions of the Rights Agreement, dated as of August 13, 2017 (the “Rights Agreement”),
by and between Inspired Entertainment, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer
& Trust Company (the “Rights Agent”), to purchase from the Company at any time prior to 5:00 P.M. (New York
City time) on August 12, 2020 (or, if stockholder approval is not obtained for the Rights Agreement at the Company’s 2018
annual meeting of stockholders, 5:00 P.M. (New York City time) on August 12, 2018) at the office or offices of the Rights Agent
designated for such purpose, or its successors as Rights Agent, one one-thousandth of a fully paid, nonassessable share of Series
A Junior Participating Preferred Stock, par value $0.0001 per share (the “Preferred Stock”), of the Company,
at a purchase price of $45.00 per one one-thousandth of a share (the “Purchase Price”), upon presentation and
surrender of this Rights Certificate with the Form of Election to Purchase and related Certificate properly completed and duly
executed. The number of Rights evidenced by this Rights Certificate (and the number of shares which may be purchased upon exercise
thereof) set forth above, and the Purchase Price per share set forth above, are the number and Purchase Price as of August 13,
2017, based on the Preferred Stock as constituted at such date. 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, upon any exercise of Rights, a number of Rights be
exercised so that only whole shares of Preferred Stock will be issued.


 


Upon the occurrence of a Flip-in Event (as such
term is defined in the Rights Agreement), if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring
Person or an Affiliate or Associate of any such Acquiring Person (as such terms are defined in the Rights Agreement), (ii) a transferee
of any such Acquiring Person, Associate or Affiliate, or (iii) under certain circumstances specified in the Rights Agreement, a
transferee of a person who, after such transfer, became an Acquiring Person or an Affiliate or Associate of such Acquiring Person,
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 Flip-in Event.


 


As provided in the Rights Agreement, the Purchase
Price and the number and kind of shares of Preferred Stock or other securities which may be purchased upon the exercise of the
Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including
Triggering Events.


 


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 office of the Company and are
also available upon written request to the Company.


 






    	 	B-2	 



     


    

 


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


 


Subject to the provisions of the Rights Agreement,
the Rights evidenced by this Rights Certificate may, in each case at the option of the Company, be (i) redeemed by the Company
at a redemption price of $0.01 per Right or (ii) exchanged in whole or in part for shares of common stock, par value $0.0001 per
share, of the Company. Immediately upon the action of the Board of Directors of the Company authorizing redemption, the Rights
will terminate and the only right of the holders of Rights will be to receive the redemption price.


 


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


 


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


 


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


 


* * * * * * *


 




    	 	B-3	 



     


    

 


WITNESS the facsimile signature of the proper
officers of the Company.


 


Dated as of _______ __, 20__


 


	 	 	INSPIRED ENTERTAINMENT, INC.
	 	 	 
	 	 	By:	 	 
	 	 	 	Name:
	 	 	 	Title:


 


Countersigned:


 


CONTINENTAL STOCK TRANSFER
& TRUST COMPANY


 


	By:	 	 	 
	 	Authorized Signature	 	 





 






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


 


Dated: ___________________, ____


 


                    ___________________________________


                    Signature


 


Signature Guaranteed:


 


Certificate


 


The undersigned hereby certifies by checking the
appropriate boxes that:


 


(1)
this Rights Certificate [ ] is [ ] is not being sold, assigned and transferred by or on behalf of a Person who is or was an Acquiring
Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined pursuant to the Rights Agreement); 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 or which is, was or subsequently became an Acquiring Person or an Affiliate or Associate of an
Acquiring Person.


 


Dated: ___________________, ____                                                     ___________________________________


                    Signature


 


Signature Guaranteed:


 




    	 	B-5	 



     


    

 


NOTICE


 


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


 


FORM OF ELECTION TO PURCHASE


 


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


 


TO: INSPIRED ENTERTAINMENT,
INC.


 


The undersigned hereby irrevocably elects to
exercise ______ Rights represented by this Rights Certificate to purchase the shares of Preferred Stock issuable upon the exercise
of the Rights (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights)
and requests that certificates for such shares (or other securities) 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 the
Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance 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 Guaranteed:


 




    	 	B-6	 



     


    

 


Certificate


 


The undersigned hereby certifies by checking
the appropriate boxes that:


 


(1)
the Rights evidenced by this Rights Certificate [ ] are [ ] are not being exercised by or on behalf of a Person who is or was an
Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined pursuant to the Rights Agreement);
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 or which is, was or became an Acquiring Person or an Affiliate or Associate of an Acquiring
Person.


 


Dated: ___________________, ____                                                     _______________________________


            Signature


 


Signature Guaranteed:


 


NOTICE


 


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


 




    	 	B-7	 



     


    

 





Exhibit C


 


SUMMARY OF RIGHTS TO PURCHASE PREFERRED
STOCK


 


On August 13, 2017, the board of directors of
Inspired Entertainment, Inc. (the “Company”) adopted a stockholders rights agreement and declared a dividend
distribution of one right for each outstanding share of Company common stock to stockholders of record at the close of business
on August 25, 2017. Each right entitles its holder, under the circumstances described below, to purchase from the Company one one-thousandth
of a share of Series A Junior Participating Preferred Stock of the Company at an exercise price of $45.00 per right, subject to
adjustment. The description and terms of the rights are set forth in a stockholder rights agreement between the Company and Continental
Stock Transfer & Trust Company, as rights agent.


 


The Rights. The Company’s board
of directors authorized the issuance of a right with respect to each outstanding share of Company common stock on August 25, 2017.
Initially, the rights are associated with Company common stock and evidenced by common stock certificates or, in the case of uncertificated
shares of Company common stock, the book-entry account that evidences record ownership of such shares, which will contain a notation
incorporating the stockholder rights agreement by reference, and are transferable with and only with the underlying shares of Company
common stock. New rights will attach to any shares of Company common stock that become outstanding after the record date and prior
to the earlier of the distribution time and the expiration time.


 


Separation and Distribution of Rights; Exercisability.
Subject to certain exceptions, the rights become exercisable and trade separately from Company common stock only upon the “distribution
time,” which occurs upon the earlier of:


 


		•	the close of business on the tenth day after the first date (the “stock acquisition date”) of public announcement
that a person or group of affiliated or associated persons has acquired, or obtained the right or obligation to acquire, beneficial
ownership of 20% or more of the outstanding shares of Company common stock, including in the form of synthetic ownership through
derivative positions (any such person or group of affiliated or associated persons being referred to herein as an “acquiring
person”) or



 


		•	the close of business on the tenth business day (or later date if determined by the Company’s board of directors prior
to such time as any person or group becomes an acquiring person) following the commencement of a tender offer or exchange offer
which, if consummated, would result in a person or group becoming an acquiring person.



 


An acquiring person does not include:


 


		•	the Company,



 






    	 	C-1	 



     


    

 


		•	any subsidiary of the Company,



 


		•	any employee benefit plan of the Company or of any subsidiary of the Company,



 


		•	any person organized, appointed or established by the Company for or pursuant to the terms of any such plan or



 


		•	any person who or which, as of immediately prior to the first public announcement of the adoption of the stockholder rights
agreement, beneficially owns 20% or more of the outstanding shares of Company common stock. Notwithstanding the foregoing, such
person would be an “acquiring person” if such person, at any time after the first public announcement of the adoption
of the stockholder rights agreement, beneficially owns any shares of Company common stock (other than as a result of equity grants by the Company to directors, officers or employees or the exercise or vesting of such
grants and with certain other exceptions) in addition
to the shares of Company common stock beneficially owned by such person as of immediately prior to the first public announcement
of the adoption of the stockholder rights agreement.



 


In addition, if the Company’s board of
directors determines in good faith that a person who would otherwise be an acquiring person has become such inadvertently and such
person divests as promptly as practicable a sufficient number of shares of Company common stock so that such person would no longer
be an acquiring person, then such person will not be deemed to be an acquiring person.


 


Until the distribution time, the surrender for
transfer of any shares of Company common stock outstanding will also constitute the transfer of the rights associated with those
shares.


 


As soon as practicable after the distribution
time, separate rights certificates will be mailed to holders of record of Company common stock as of the close of business at the
distribution time. From and after the distribution time, the separate rights certificates alone will represent the rights. Except
as otherwise provided in the stockholder rights agreement, only shares of Company common stock issued prior to the distribution
time will be issued with rights.


 


The rights are not exercisable until the distribution
time.


 


Expiration Time. Unless earlier redeemed
or exchanged by the Company as described below, the rights will expire at either the close of business on August 12, 2020 or, if
the stockholder rights agreement is not approved at the Company’s 2018 annual meeting of stockholders, the close of business
on August 12, 2018.


 


Flip-in Event. In the event that a person
or group becomes an acquiring person (a “flip-in event”), each holder of a right (other than any acquiring person
and certain related parties, whose rights automatically become null and void) will have the right to receive, upon exercise, Company
common stock having a value equal to two times the exercise price of the right. If an insufficient number of shares of Company
common stock is available for issuance, then the Company’s board of directors would be required to substitute cash, property
or other securities of the Company for Company common stock. The rights may not be exercised following a flip-in event while the
Company has the ability to cause the rights to be redeemed, as described later in this summary.


 






    	 	C-2	 



     


    

 


For example, at an exercise price of $45.00
per right, each right not owned by an acquiring person (or by certain related parties) following a flip-in event would entitle
its holder to purchase $90.00 worth of Company common stock (or other consideration, as noted above) for $45.00. Assuming that
Company common stock had a per share value of $15.00 at that time, the holder of each valid right would be entitled to purchase
six shares of Company common stock for $45.00.


 


Flip-over Event. In the event that, at
any time following the stock acquisition date, any of the following occurs (each, a “flip-over event”):


 


		•	the Company consolidates with or merges with and into any other entity and the Company is not the continuing or surviving corporation,



 


		•	any entity engages in a share exchange with or consolidates with, or merges with or into, the Company, and the Company is the
continuing or surviving corporation and, in connection with such share exchange, consolidation or merger, all or part of the outstanding
shares of Company common stock are changed into or exchanged for stock or other securities of any other entity or cash or any other
property or



 


		•	the Company sells or otherwise transfers, in one transaction or a series of related transactions, more than 50% of the assets,
cash flow or earning power of the Company and its subsidiaries (taken as a whole).



 


each holder of a right (except rights which previously have been
voided as described above) will have the right to receive, upon exercise, common stock of the acquiring company having a value
equal to two times the exercise price of the right. Flip-in events and flip-over events are collectively referred to as “triggering
events.”


 


Preferred Share Provisions. Each one
one-thousandth of a preferred share, if issued: will not be redeemable, will entitle the holder thereof to quarterly dividend payments
equal to the greater of $0.001 per share and the amount of dividends paid on one share of Company common stock, will entitle the
holder thereof to receive $1.00 upon liquidation, will have the same voting power as one share of Company common stock and, if
shares of Company common stock are exchanged via merger, consolidation or a similar transaction, will entitle the holder thereof
to a per share payment equal to the payment made on one share of Company common stock.


 


Anti-dilution Adjustments. The exercise
price payable, and the number of shares of preferred stock or other securities or property issuable, upon exercise of the rights
are subject to adjustment from time to time to prevent dilution:


 


		•	in the event of a stock dividend on, or a subdivision, combination or reclassification of, the preferred stock,



 






    	 	C-3	 



     


    

 


		•	if holders of the preferred stock are granted certain rights, options or warrants to subscribe for preferred stock or convertible
securities at less than the current market price of the preferred stock or



 


		•	upon the distribution to holders of the preferred stock of evidences of indebtedness or assets (excluding regular quarterly
cash dividends) or of subscription rights or warrants (other than those referred to above).



 


With certain exceptions, no adjustment in the
exercise price will be required until cumulative adjustments amount to at least 1% of the exercise price. No fractional shares
of preferred stock will be issued and, in lieu thereof, an adjustment in cash will be made based on the market price of the preferred
stock on the last trading day prior to the date of exercise.


 


Redemption; Exchange. In general, the
Company may redeem the rights in whole, but not in part, at a price of $0.01 per right (subject to adjustment and payable in cash,
Company common stock or other consideration deemed appropriate by the Company’s board of directors) at any time until ten
days following the stock acquisition date. Immediately upon the action of the board of directors authorizing any redemption, the
rights will terminate and the only right of the holders of rights will be to receive the redemption price.


 


At any time after there is an acquiring person
and prior to the acquisition by the acquiring person of 50% or more of the outstanding shares of Company common stock, the Company
may exchange the rights (other than rights owned by the acquiring person which will have become void), in whole or in part, at
an exchange ratio of one share of Company common stock, or one one-thousandth of a share of preferred stock (or of a share of a
class or series of the Company’s preferred stock having equivalent rights, preferences and privileges), per right (subject
to adjustment).


 


No Rights as Stockholder. Until a right
is exercised, its holder will have no rights as a stockholder of the Company, including, without limitation, the right to vote
or to receive dividends.


 


Amendment of the Rights Agreement. The
Company and the rights agent may from time to time amend or supplement the stockholder rights agreement without the consent of
the holders of the rights. After the stock acquisition date, however, no amendment can materially adversely affect the interests
of the holders of the rights (other than the acquiring person, any affiliate or associate thereof or any transferee of the acquiring
person or any affiliate or associate thereof).


 


Certain Anti-takeover Effects. The rights
may have the effect of rendering more difficult or discouraging an acquisition of the Company deemed undesirable by the Company’s
board of directors. The rights may cause substantial dilution to a person or group that attempts to acquire control of the Company
on terms or in a manner not approved by the Company’s board of directors, except pursuant to an offer conditioned upon the
negation, purchase or redemption of the rights.


 


The rights are not intended to prevent all takeovers
of the Company and will not do so. Since, subject to the restrictions described above, the Company may redeem the rights prior
to the distribution date, the rights should not interfere with any merger or business combination approved by the Company’s
board of directors.


 






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Additional Information. A copy of the
stockholder rights agreement is available free of charge from the Company.


 


* * * * *


 


This description of the rights does not purport
to be complete and is qualified in its entirety by reference to the stockholder rights agreement, which is incorporated herein
by reference.


 






    	 	C-5