Exhibit 4.1


 


 


RIGHTS
AGREEMENT


 


Dated
as of March 30, 2020


 


between


 


TAILORED
BRANDS, INC.


 


and


 


AMERICAN
STOCK TRANSFER & TRUST COMPANY, LLC


 


as
Rights Agent


 


 






     


     


    

 


TABLE
OF CONTENTS


 







	 	 	 	Page
	 	 	 	 
	Section	1.	Definitions	1
	Section	2.	Appointment
    of Rights Agent	7
	Section	3.	Issue
    of Right Certificates	7
	Section	4.	Form
    of Right Certificates	9
	Section	5.	Countersignature
    and Registration	9
	Section	6.	Transfer,
    Split-up, Combination and Exchange of Right Certificates; Mutilated, Destroyed, Lost or Stolen Right Certificates	10
	Section	7.	Exercise
    of Rights; Purchase Price; Expiration Date of Rights	11
	Section	8.	Cancellation
    and Destruction of Right Certificates	12
	Section	9.	Status
    and Availability of Preferred Shares	13
	Section	10.	Preferred
    Shares Record Date	13
	Section	11.	Adjustment
    of Purchase Price, Number of Shares or Number of Rights	14
	Section	12.	Certificate
    of Adjustment	19
	Section	13.	Consolidation,
    Merger, Sale or Transfer of Assets or Earning Power	20
	Section	14.	Fractional
    Rights and Fractional Shares	21
	Section	15.	Rights
    of Action	22
	Section	16.	Agreement
    of Right Holders	22
	Section	17.	Right
    Certificate Holder Not Deemed a Shareholder	23
	Section	18.	Concerning
    the Rights Agent	23
	Section	19.	Merger
    or Consolidation or Change of Name of Rights Agent	24
	Section	20.	Rights
    and Duties of Rights Agent	24
	Section	21.	Change
    of Rights Agent	27
	Section	22.	Issuance
    of New Right Certificates	27
	Section	23.	Redemption	28
	Section	24.	Exchange	28
	Section	25.	Notice
    of Certain Events	30
	Section	26.	Notices	31
	Section	27.	Supplements
    and Amendments	32
	Section	28.	Successors	32
	Section	29.	Benefits
    of this Agreement	32



 






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TABLE
OF CONTENTS


(Continued)


 


	 	 	 	Page
	 	 	 	 
	Section	30.	Severability	32
	Section	31.	Governing
    Law	33
	Section	32.	Counterparts	33
	Section	33.	Descriptive
    Headings and Construction	33
	Section	34.	Administration	33
	Section	35.	Force
    Majeure	33


 









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RIGHTS
AGREEMENT


 


This Rights Agreement (this “Agreement”),
dated as of March 30, 2020, is between Tailored Brands, Inc., a Texas corporation (the “Company”), and American
Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as rights agent (the “Rights Agent”).


 


The Board of Directors of the Company (the
 “Board of Directors”) has authorized and declared a dividend of one preferred share purchase right (a “Right”)
for each share of common stock, par value $0.01 per share, of the Company outstanding on the Close of Business on April 9, 2020
(the “Record Date”) and has authorized the issuance of one Right with respect to each additional Common Share
issued by the Company between the Record Date and the earliest of (i) the Distribution Date, (ii) the Redemption Date and (iii)
the Final Expiration Date, and additional Common Shares that shall become outstanding after the Distribution Date as provided
in Section 22 of this Agreement, each Right initially representing the right to purchase one one-thousandth of a Preferred
Share, subject to adjustment, upon the terms and subject to the conditions hereof.


 


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


 


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


 


1.1             
“Acquiring Person” means any Person (other than an Exempt Person) who or which, together with all Affiliates
and Associates of such Person, shall be the Beneficial Owner of 10% or more of the Common Shares then outstanding, but shall not
include (i) the Company, (ii) any Subsidiary of the Company, (iii) any employee benefit plan of the Company or
of any Subsidiary of the Company, (iv) any entity holding Common Shares for or pursuant to the terms of any such employee
benefit plan or (v) any Person who or which, together with all Affiliates and Associates of such Person, at the time of the
first public announcement of this Agreement, is a Beneficial Owner of 10% or more of the Common Shares then outstanding (a “Grandfathered
Shareholder”); provided, that if a Grandfathered Shareholder becomes, after such time, the Beneficial Owner (other
than pursuant to the vesting or exercise of any equity awards issued to a member of the Board of Directors or pursuant to additional
grants of any such equity awards to a member of the Board of Directors) of any additional Common Shares (regardless of whether,
thereafter or as a result thereof, there is an increase, decrease or no change in the percentage of Common Shares then outstanding
Beneficially Owned by such Grandfathered Shareholder) then such Grandfathered Shareholder shall be deemed to be an Acquiring Person
unless, upon such acquisition of Beneficial Ownership of additional Common Shares, such Person is not the Beneficial Owner of
10% or more of the Common Shares then outstanding; provided, further, that upon the first decrease of a Grandfathered
Shareholder’s Beneficial Ownership below 10%, such Grandfathered Shareholder shall no longer be deemed to be a Grandfathered
Shareholder and this clause (v) shall have no further force or effect with respect to such Person. For the avoidance of doubt,
in the event that after the time of the first public announcement of this Agreement, any agreement, arrangement or understanding
pursuant to which any Grandfathered Shareholder is deemed to be the Beneficial Owner of Common Shares expires, is settled in whole
or in part, terminates or no longer confers any benefit to or imposes any obligation on the Grandfathered Shareholder, any direct
or indirect replacement, extension or substitution of such agreement, arrangement or understanding with respect to the same or
different Common Shares that confers Beneficial Ownership of Common Shares shall be considered the acquisition of Beneficial Ownership
of additional Common Shares by the Grandfathered Shareholder and render such Grandfathered Shareholder an Acquiring Person for
purposes of this Agreement unless, upon such acquisition of Beneficial Ownership of additional Common Shares, such person is not
the Beneficial Owner of 10% or more of the Common Shares then outstanding.


 






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Notwithstanding the foregoing, “Acquiring
Person” shall not include any Person which, together with all Affiliates and Associates of such Person, is the Beneficial
Owner of Common Shares representing less than 20% of the Common Shares then outstanding, and which is entitled to file, and files,
a statement on Schedule 13G (“Schedule 13G”) pursuant to Rule 13d-1(b) or Rule 13d-1(c) of the General Rules
and Regulations under the Exchange Act as in effect at the time of the public announcement of the declaration of the Rights with
respect to the Common Shares Beneficially Owned by such Person (a “13G Investor”); provided, that a Person
who was deemed a 13G Investor shall no longer be deemed such if it files a statement on Schedule 13D (“Schedule 13D”)
pursuant to Rule 13d-1(a), 13d-1(e), 13d-1(f) or 13d-1(g) of the General Rules and Regulations under the Exchange Act as in effect
at the time of the public announcement of the declaration of the Rights with respect to the Common Shares Beneficially Owned by
such Person, and shall be deemed an Acquiring Person if it is the Beneficial Owner of 10% or more of the Common Shares then outstanding
at any point from the time it first files such a statement on Schedule 13D; provided, further, that if at such time
such Person’s Beneficial Ownership is not less than 10%, then such Person shall have 30 days from such time to reduce
its Beneficial Ownership (together with all Affiliates and Associates of such Person) to below 10% of the Common Shares before
being deemed an “Acquiring Person” but shall be deemed an “Acquiring Person” if after reducing its Beneficial
Ownership to below 10% it subsequently becomes the Beneficial Owner of 10% or more of the Common Shares or if, prior to reducing
its Beneficial Ownership to below 10%, it increases (or makes any offer or takes any other action that would increase) its Beneficial
Ownership of the then-outstanding Common Shares above the lowest Beneficial Ownership of such Person at any time during such 30-day
period.


 


Notwithstanding the foregoing, no Person
shall become an Acquiring Person as the result of an acquisition or redemption of Common Shares by the Company which, by reducing
the number of shares outstanding, increases the proportionate number of shares Beneficially Owned by such Person to 10% (20% in
the case of a 13G Investor, or such other percentage as would otherwise result in such Person becoming an Acquiring Person) or
more of the Common Shares then outstanding; provided, that if a Person would, but for the provisions of this paragraph,
become an Acquiring Person by reason of an acquisition or redemption of Common Shares by the Company and shall, after such share
purchases by the Company, become the Beneficial Owner of any additional Common Shares at any time such that the Person is or thereby
becomes the Beneficial Owner of 10% (20% in the case of a 13G Investor, or such other percentage as would otherwise result in
such Person becoming an Acquiring Person) or more of the Common Shares then outstanding (other than Common Shares acquired solely
as a result of corporate action of the Company not caused, directly or indirectly, by such Person), then such Person shall be
deemed to be an Acquiring Person.


 









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Notwithstanding the foregoing, if the Board
of Directors, with the concurrence of a majority of the members of the Board of Directors who are not, and are not representatives,
nominees, Affiliates or Associates of, such Person or an Acquiring Person, determines in good faith that a Person that would otherwise
be an Acquiring Person has become such inadvertently (including because (i) such Person was unaware that it beneficially owned
a percentage of Common Shares that would otherwise cause such Person to be an Acquiring Person or (ii) such Person was aware of
the extent of its Beneficial Ownership of Common Shares but had no actual knowledge of the consequences of such Beneficial Ownership
under this Agreement) and without any intention of changing, obtaining or influencing control of the Company, and such Person
divests as promptly as practicable a sufficient number of Common Shares so that such Person would no longer be an Acquiring Person,
then such Person shall not be deemed to have become an Acquiring Person. Notwithstanding the foregoing, if a bona fide swaps dealer
who would otherwise be an Acquiring Person has become so as a result of its actions in the ordinary course of its business that
the Board of Directors determines, in its sole discretion, were taken without the intent or effect of evading or assisting any
other Person to evade the purposes and intent of this Agreement, or otherwise seeking to control or influence the management or
policies of the Company, then, and unless and until the Board of Directors shall otherwise determine, such Person shall not be
deemed to be an Acquiring Person.


 


Notwithstanding the foregoing, no Person
shall become an Acquiring Person solely as a result of an Exempt Transaction.


 


1.2             
“Affiliate” and “Associate” shall have the respective meanings ascribed to such terms
in Rule 12b-2 promulgated under the Exchange Act, as in effect on the date of this Agreement.


 


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


 


1.3.1       
which such Person or any of such Person’s Affiliates or Associates beneficially owns, directly or indirectly, within
the meaning of Rules 13d-3 or 13d-5 promulgated under the Exchange Act, as in effect on the date of this Agreement;


 


1.3.2       
which such Person or any of such Person’s Affiliates or Associates has (i) the right or ability to vote, cause
to be voted or control or direct the voting of pursuant to any agreement, arrangement or understanding, whether or not in writing;
provided, that a Person shall not be deemed the Beneficial Owner of, or to Beneficially Own, any security if the agreement,
arrangement or understanding to vote such security (A) arises solely from a revocable proxy or consent given to such Person
in response to a public proxy or consent solicitation made pursuant to, and in accordance with, the applicable rules and regulations
promulgated under the Exchange Act and (B) is not also then reportable on a statement on Schedule 13D under the Exchange
Act (or any comparable or successor report) or (ii) the right or the obligation to become the Beneficial Owner (whether such
right is exercisable or such obligation is required to be performed immediately or only after the passage of time, the occurrence
of conditions, the satisfaction of regulatory requirements or otherwise) pursuant to any agreement, arrangement or understanding,
whether or not in writing (other than customary agreements with and between underwriters and selling group members with respect
to a bona fide public offering of securities), written or otherwise, or upon the exercise of conversion rights, exchange rights,
rights (other than the Rights), warrants or options, or otherwise, through conversion of a security, pursuant to the power to
revoke a trust, discretionary account or similar arrangement, pursuant to the power to terminate a repurchase or similar so-called
 “stock-borrowing” agreement or arrangement, or pursuant to the automatic termination of a trust, discretionary account
or similar arrangement; provided, that a Person shall not be deemed to be the Beneficial Owner of, or to Beneficially Own,
securities tendered pursuant to a tender or exchange offer made pursuant to, and in accordance with, the applicable rules and
regulations promulgated under the Exchange Act until such tendered securities are accepted for purchase or exchange;


 






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1.3.3       
which are Beneficially Owned (within the meaning of the preceding subsections of this Section 1.3), directly or indirectly,
by any other Person with which such Person or any of such Person’s Affiliates or Associates has any agreement, arrangement
or understanding, whether or not in writing, for the purpose of acquiring, holding, voting or disposing of any securities of the
Company or cooperating in obtaining, changing or influencing the control of the Company; or


 


1.3.4       
which are the subject of, or the reference securities for, or that underlie, any Derivative Position of such Person or
any of such Person’s Affiliates or Associates, with the number of Common Shares deemed Beneficially Owned in respect of
a Derivative Position being the notional or other number of Common Shares in respect of such Derivative Position (without regard
to any short or similar position) that is specified in (i) one or more filings with the Securities and Exchange Commission by
such Person or any of such Person’s Affiliates or Associates or (ii) the documentation evidencing such Derivative Position
as the basis upon which the value or settlement amount of such Derivative Position, or the opportunity of the holder of such Derivative
Position to profit or share in any profit, is to be calculated in whole or in part (whichever of (i) or (ii) is greater), or if
no such number of Common Shares is specified in such filings or documentation (or such documentation is not available to the Board
of Directors), as determined by the Board of Directors in its reasonable discretion.


 


Notwithstanding anything in this definition
of Beneficial Owner to the contrary, the phrase “then outstanding,” when used with reference to a Person’s
Beneficial Ownership of securities of the Company, means the number of such securities then issued and outstanding together with
the number of such securities not then actually issued and outstanding which such Person would be deemed to Beneficially Own hereunder.


 


1.4             
“Business Day” means 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.


 


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


 


1.6             
“Common Shares” means the shares of common stock, par value $0.01 per share, of the Company. “Common
Shares,” when used with reference to any Person other than the Company, means the capital stock (or equity interest)
with the greatest voting power of such other Person or, if such other Person is a Subsidiary of another Person, the Person or
Persons which ultimately control such first-mentioned Person.


 






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1.7             
“Common Stock Equivalents” has the meaning set forth in Section 11.1.3(ii)(C).


 


1.8             
“Current Per Share Market Price” has the meaning set forth in Section 11.4.1.


 


1.9             
“Current Value” has the meaning set forth in Section 11.1.3(i)(A).


 


1.10         
“Derivative” has the meaning set forth in Section 1.11.


 


1.11         
“Derivative Position” shall mean any option, warrant, convertible security, stock appreciation right,
or other security, contract right or derivative position or similar right (including any “swap” transaction with respect
to any security, other than a broad based market basket or index) (any of the foregoing, a “Derivative”), whether
or not presently exercisable, that (i) has an exercise or conversion privilege or a settlement payment or mechanism at a price
related to the value of the Common Shares 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 Shares and that increases in value as the market price or value of the Common Shares increases
or that provides an opportunity, directly or indirectly, to profit or share in any profit derived from any increase in the value
of the Common Shares and (ii) is capable of being settled, in whole or in part, through delivery of cash or Common Shares (whether
on a required or optional basis, and whether such settlement may occur immediately or only after the passage of time, the occurrence
of conditions, the satisfaction of regulatory requirements or otherwise), in each case regardless of whether (A) it conveys any
voting rights in such Common Shares to any Person or (B) any Person (including the holder of such Derivative Position) may have
entered into other transactions that hedge its economic effect.


 


1.12         
“Distribution Date” has the meaning set forth in Section 3.1.


 


1.13         
“Earning Power” has the meaning set forth in Section 13.3.


 


1.14         
“Equivalent Preferred Shares” has the meaning set forth in Section 11.2.


 


1.15         
“Exchange Act” means the Securities Exchange Act of 1934, as amended.


 


1.16         
“Exchange Property” has the meaning set forth in Section 24.6.


 


1.17         
“Exchange Ratio” has the meaning set forth in Section 24.1.


 


1.18         
“Exchange Recipients” has the meaning set forth in Section 24.6.


 


1.19         
“Exempt Person” means any Person that the Board of Directors determines is exempt from this Agreement,
which determination shall be made in the sole and absolute discretion of the Board of Directors; provided, that such determination
is made, and no Person shall qualify as an Exempt Person unless such determination is made, prior to such time as any Person becomes
an Acquiring Person; provided, further, that any Person will cease to be an Exempt Person if the Board of Directors
makes a contrary determination with respect to such Person regardless of the reason therefor.


 






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1.20         
“Exempt Transaction” means any transaction that the Board of Directors determines is exempt from this
Agreement, which determination shall be made in the sole and absolute discretion of the Board of Directors; provided, that
no transaction shall qualify as an Exempt Transaction unless such determination is made, prior to such time as any Person becomes
an Acquiring Person.


 


1.21         
“Final Expiration Date” means the Close of Business on March 29, 2021.


 


1.22         
“Grandfathered Shareholder” has the meaning set forth in Section 1.1.


 


1.23         
“NYSE” means the New York Stock Exchange.


 


1.24         
“Person” means any individual, firm, corporation, partnership, limited partnership, limited liability
partnership, business trust, limited liability company, unincorporated association or other entity, and shall include any successor
(by merger or otherwise) of such entity.


 


1.25         
“Preferred Shares” means shares of Series A Preferred Stock, par value $0.01 per share, of the Company
having such rights and preferences as are set forth in the form of Statement of Designations set forth as Exhibit A
hereto, as the same may be amended from time to time.


 


1.26         
“Purchase Price” has the meaning set forth in Section 7.2.


 


1.27         
“Redemption Date” has the meaning set forth in Section 23.2.


 


1.28         
“Redemption Price” has the meaning set forth in Section 23.1.


 


1.29         
“Right Certificate” means a certificate evidencing a Right substantially in the form of Exhibit B
hereto.


 


1.30         
“Spread” has the meaning set forth in Section 11.1.3(i).


 


1.31         
“Stock Acquisition Date” means the earliest of the date of (i) the public announcement by the Company
or an Acquiring Person that an Acquiring Person has become such (which, for purposes of this definition, shall include a statement
on Schedule 13D filed pursuant to the Exchange Act) and (ii) the public disclosure of facts by the Company or an Acquiring
Person that reveals the existence of an Acquiring Person or indicating that an Acquiring Person has become an Acquiring Person.


 


1.32         
“Subsidiary” of any Person means any Person of which a majority of the voting power of the voting equity
securities or equity interest is owned, directly or indirectly, by such Person.


 






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1.33         
“Summary of Rights” means the Summary of Rights to Purchase Preferred Shares substantially in the form
of Exhibit C hereto.


 


1.34         
“Trading Day” means a day on which the principal national securities exchange on which a security is
listed or admitted to trading is open for the transaction of business or, if a security is not listed or admitted to trading on
any national securities exchange, a Business Day.


 


1.35         
“Trust” has the meaning set forth in Section 24.6.


 


2.                 
Appointment of Rights Agent. The Company hereby appoints the Rights Agent to act as rights agent for the Company
in accordance with the express terms and conditions hereof (and no implied terms or conditions), and the Rights Agent hereby accepts
such appointment. The Company may from time to time appoint such co-rights agents as it may deem necessary or desirable, upon
10 days’ prior written notice to the Rights Agent. The Rights Agent shall have no duty to supervise, and shall in no event
be liable for, the acts or omissions of any such co-rights agent. In the event that the Company appoints one or more co-rights
agents, the respective duties of the Rights Agent and any co-rights agent shall be as the Company shall reasonably determine,
provided that such duties and determination are consistent with the terms and provisions of this Agreement and that contemporaneously
with such appointment, if any, the Company shall notify the Rights Agent in writing thereof.


 


3.                 
Issue of Right Certificates.


 


3.1             
Until the earlier of (i) the Close of Business on the tenth day after the Stock Acquisition Date (or, in the event
that the Board of Directors determines on or before such tenth day to effect an exchange in accordance with Section 24 and determines
that a later date is advisable, such later date) and (ii) the Close of Business on the tenth 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 of the commencement 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, any entity holding Common Shares for or pursuant to the terms of any such benefit
plan or any Exempt Person) of, or the first public announcement of the intention of any Person (other than any of the Persons
referred to in the preceding parenthetical) to commence, a tender or exchange offer the consummation of which would result in
any Person becoming an Acquiring Person (such date being herein referred to as the “Distribution Date”) (provided,
that if such tender or exchange offer is terminated prior to the occurrence of a Distribution Date, then no Distribution Date
shall occur as a result of such tender or exchange offer), (A) the Rights will be evidenced by the certificates (or other
evidence of book-entry or other uncertificated ownership) for Common Shares registered in the names of the holders thereof (which
shall also be deemed to be Right Certificates) and not by separate Right Certificates (provided, that each certificate
(or other evidence of book-entry or other uncertificated ownership) representing Common Shares outstanding as of the Close of
Business on the Record Date evidencing the Rights shall be deemed to incorporate by reference the terms of this Agreement, as
amended from time to time), and (B) the right to receive Right Certificates will be transferable only in connection with
the transfer of Common Shares. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights
Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, at the expense
of the Company and upon receipt of all relevant information, send) by first-class, postage-prepaid mail, to each record holder
of Common Shares as of the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person),
at the address of such holder shown on the records of the Company, a Right Certificate, substantially in the form of Exhibit B
hereto, evidencing one Right for each Common Share so held, subject to adjustment as provided herein; provided, that
the Rights may instead be recorded in book-entry or other uncertificated form, in which case such book-entries or other evidence
of ownership shall be deemed to be Right Certificates for all purposes of this Agreement; provided, further, that
all procedures relating to actions to be taken or information to be provided with respect to such Rights recorded in book-entry
or other uncertificated forms, and all requirements with respect to the form of any Right Certificate set forth in this Agreement,
may be modified as necessary or appropriate to reflect book-entry or other uncertificated ownership. As of the Distribution Date,
the Rights will be evidenced solely by such Right Certificates.


 






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3.2             
As soon as practicable after the Record Date, the Company will make available a copy of the Summary of Rights to any holder
of Rights who may request it prior to the Final Expiration Date. The Company shall provide the Rights Agent with written notice
of the occurrence of the Final Expiration Date and the Rights Agent shall not be deemed to have knowledge of the occurrence of
the Final Expiration Date, unless and until it shall have received such written notice.


 


3.3             
Certificates for Common Shares which become outstanding (including reacquired Common Shares referred to in the last sentence
of this Section 3.3) after the Record Date but prior to the earliest of (i) the Distribution Date, (ii) the Redemption
Date, and (iii) the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them a legend
in substantially the following form:


 


This certificate also evidences and entitles the holder
hereof to certain Rights (as defined in the Rights Agreement) as set forth in a Rights Agreement between Tailored Brands, Inc.
and American Stock Transfer & Trust Company, LLC, as Rights Agent (or any successor rights agent), dated as of March 30, 2020,
as it may from time to time be amended or supplemented pursuant to its terms (the “Rights Agreement”), the
terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of
Tailored Brands, Inc. and the office or offices of American Stock Transfer & Trust Company, LLC designated for such purpose.
The Rights are not exercisable prior to the occurrence of certain events specified in the Rights Agreement. Under certain circumstances,
as set forth in the Rights Agreement, such Rights will be evidenced separately and will no longer be evidenced by this certificate.
Tailored Brands, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt
of a written request therefor. Under certain circumstances, Rights that are or were acquired or Beneficially Owned by an Acquiring
Person (or an Affiliate or Associate of an Acquiring Person) (as such terms are defined in the Rights Agreement), including such
Rights held by a subsequent holder, may become null and void.


 









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Notwithstanding this Section 3.3, the omission of a legend
shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights. If the Company purchases
or acquires any Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Common
Shares shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the
Common Shares which are no longer outstanding. Rights shall be issued in respect of all Common Shares issued or disposed of (including
upon issuance or reissuance of Common Shares out of authorized but unissued shares) after the Record Date but prior to the earliest
of the Distribution Date, the Redemption Date and the Final Expiration Date, or in certain circumstances provided in Section 22
hereof, after the Distribution Date.


 


4.                 
Form of Right Certificates. Right Certificates (and the forms of election to purchase Preferred Shares and of assignment
to be printed on the reverse thereof) shall be substantially the same as Exhibit B hereto and may have such marks
of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate
and as are not inconsistent with the provisions of this Agreement (but which do not affect the rights, duties, liabilities or
responsibilities of the Rights Agent), 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 other provisions of this Agreement, the Right Certificates shall entitle the holders thereof
to purchase such number of one one-thousandths of a Preferred Share as shall be set forth therein at the Purchase Price, but the
amount and type of securities purchasable upon exercise and the Purchase Price shall be subject to adjustment as provided herein.


 


5.                 
Countersignature and Registration. Right Certificates shall be duly executed on behalf of the Company by its Chairman
of the Board of Directors, its Chief Executive Officer, its President or any of its Vice Presidents, either manually or by facsimile
signature, and shall be attested by the Secretary, any Assistant Secretary, the Treasurer or any Assistant Treasurer of the Company,
either manually or by facsimile signature or by other customary means of electronic transmission. Upon written request by the
Company, the Right Certificates shall be countersigned by the Rights Agent, either manually or by facsimile signature or by other
customary means of electronic transmission, by an authorized signatory of the Rights Agent, but it shall not be necessary for
the same signatory to countersign all of the Right Certificates hereunder. No Right Certificate shall be valid for any purpose
unless so countersigned, either manually or by facsimile or by other customary means of electronic transmission. If any officer
of the Company who shall have signed any of the Right Certificates shall cease to be such officer of the Company before countersignature
by the Rights Agent and issuance and delivery by the Company, such Right Certificates nevertheless may be countersigned by the
Rights Agent and issued and delivered by the Company with the same force and effect as though the Person that signed such Right
Certificates had not ceased to be such officer of the Company. Any Right Certificate may be signed on behalf of the Company by
any Person that, at the actual date of the execution of such Right Certificate, is a proper officer of the Company to sign such
Right Certificate, even if at the date of the execution of this Agreement such Person was not such an officer.


 






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Following the Distribution Date, and receipt
by the Rights Agent of written notice to that effect and all other relevant information referred to in this Agreement, the Rights
Agent will keep or cause to be kept, at its office or offices designated for such purpose, books for registration of the transfer
of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right
Certificates, the number of Rights evidenced on its face by each of the Right Certificates, and the date of each of the Right
Certificates.


 


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



 


6.1          
Subject to the provisions of Section 14, at any time after the Distribution Date, and prior to the earlier of the
Redemption Date and the Final Expiration Date, any Right Certificate (other than a Right Certificate representing Rights that
have become null and void pursuant to Section 11.1.2 or that have been exchanged pursuant to Section 24) may be transferred,
split up, combined or exchanged for another Right Certificate, entitling the registered holder to purchase a like number of Preferred
Shares as the Right Certificate surrendered then entitled such holder to purchase. Any registered holder desiring to transfer,
split up, combine or exchange any Right Certificate shall make such request in writing delivered to the Rights Agent, and shall
surrender (together with any required form of assignment and certificate duly executed and properly completed) the Right Certificate
to be transferred, split up, combined or exchanged at the office or offices of the Rights Agent designated for such purpose, accompanied
by a signature guarantee and such other documentation as the Rights Agent may reasonably request. Neither the Rights Agent nor
the Company shall be obligated to take any action whatsoever with respect to the transfer of any such surrendered Right Certificate
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 Right Certificate and shall have provided such additional evidence of the identity of the Beneficial
Owner (or former Beneficial Owner) of the Rights represented by such Right Certificate or the Affiliates or Associates thereof,
or of any other Person with which such Beneficial Owner or any of such Beneficial Owner’s Affiliates or Associates has any
agreement, arrangement or understanding (whether or not in writing) for the purpose of acquiring, holding, voting or disposing
of any securities of the Company, as the Company or the Rights Agent shall reasonably request. Thereupon, the Rights Agent shall
countersign and deliver to the Person entitled thereto a Right Certificate or Right Certificates, as the case may be, as so requested.
The Company or the Rights Agent may require payment from the holders of the Right Certificates of a sum sufficient for any tax
or governmental charge that may be imposed in connection with any transfer, split-up, combination or exchange of Right Certificates.
The Rights Agent shall not have any duty or obligation to take any action under any section of this Agreement that requires the
payment of taxes and/or charges unless and until it is satisfied that all such payments have been made.


 


6.2          
Upon receipt by the Company and the Rights Agent of evidence reasonably satisfactory to them of the loss, theft, destruction
or mutilation of a Right Certificate (other than any Right Certificate representing Rights that have become null and void pursuant
to Section 11.1.2 hereof, that have been redeemed pursuant to Section 23 hereof or that have been exchanged pursuant to Section
24 hereof), the identity of the Beneficial Owner (or former Beneficial Owner) of the Rights represented by such Right Certificate
or the Affiliates or Associates thereof, or of any other Person with which such Beneficial Owner or any of such Beneficial Owner’s
Affiliates or Associates has any agreement, arrangement or understanding (whether or not in writing) for the purpose of acquiring,
holding, voting or disposing of any securities of the Company, as the Company or the Rights Agent shall request (including a signature
guarantee and such other documentation as the Rights Agent may reasonably request), and, in case of loss, theft or destruction,
of indemnity or security satisfactory to them, and, at the Company’s or the Rights Agent’s request, reimbursement
to the Company and the Rights Agent of all reasonable expenses incidental thereto, and, in case of mutilation, upon surrender
to the Rights Agent and cancellation of the Right Certificate, the Company will make and deliver a new Right Certificate of like
tenor to the Rights Agent for countersignature and delivery to the registered holder in lieu of the Right Certificate so lost,
stolen, destroyed or mutilated.


 






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


 


7.1             
The registered holder of any Right Certificate (other than a holder whose Rights have become void pursuant to Section 11.1.2,
have been redeemed pursuant to Section 23 or have been exchanged pursuant to Section 24) may exercise the Rights evidenced thereby
in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the appropriate form
of election to purchase on the reverse side thereof properly completed and duly executed, to the Rights Agent at the offices of
the Rights Agent designated for such purpose, accompanied by a signature guarantee and such other documentation as the Rights
Agent may reasonably request, together with payment of the Purchase Price for each one one-thousandth of a Preferred Share represented
by a Right that is exercised and an amount equal to any applicable transfer tax or charges required to be paid pursuant to Section 9,
prior to the earliest of (i) the Final Expiration Date, (ii) the time at which the Rights are redeemed pursuant to Section 23
and (iii) the time at which the Rights are exchanged pursuant to Section 24.


 


7.2             
The purchase price to be paid upon the exercise of each Right to purchase one one-thousandth of a Preferred Share represented
by a Right shall initially be $15.00 (the “Purchase Price”) and shall be payable in lawful money of the United
States of America in accordance with Section 7.3. Each Right shall initially entitle the holder to acquire one one-thousandth
of a Preferred Share upon exercise of the Right. The Purchase Price and the number of Preferred Shares or other securities for
which a Right is exercisable shall be subject to adjustment from time to time as provided in Sections 11 and 13.


 


7.3             
Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase and certificate
properly completed and duly executed, accompanied by payment of the Purchase Price for the number of Rights exercised and an amount
equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9
by cash, certified check, cashier’s check or money order payable to the order of the Company, the Rights Agent shall thereupon
promptly (i)(A) requisition from any transfer agent of the Preferred Shares (or from the Company if there shall be no such
transfer agent, or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares
to be purchased, and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) requisition
from any depositary agent for the Preferred Shares depositary receipts representing such number of Preferred Shares as are to
be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer
agent with the depositary agent), and the Company hereby directs any such depositary agent to comply with such request; (ii) when
necessary to comply with this Agreement, requisition from the Company the amount of cash to be paid in lieu of issuance of fractional
Preferred Shares in accordance with Section 14 or Section 24; (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 Right Certificate, registered in
such name or names as may be designated in writing by such holder; and (iv) when necessary to comply with this Agreement,
after receipt, deliver such cash to or upon the order of the registered holder of such Right Certificate. In the event that the
Company is obligated to issue other securities of the Company, pay cash and/or distribute other property pursuant to this Agreement,
the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution
by the Rights Agent, if and when necessary to comply with this Agreement.


 






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7.4             
If the registered holder of any Right Certificate shall exercise less than all the Rights evidenced thereby, a new Right
Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent and delivered
to the registered holder of such Right Certificate or to such holder’s duly authorized assigns, subject to the provisions
of Section 14.


 


7.5             
Notwithstanding anything in this Agreement or the Right Certificate to the contrary, neither the Rights Agent nor the Company
shall be obligated to undertake any action with respect to a registered holder of Rights or other securities of the Company upon
the occurrence of any purported transfer or 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 appropriate form of election to purchase set forth
on the reverse side of the Right 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 or of any other Person with
which such Beneficial Owner or any of such Beneficial Owner’s Affiliates or Associates has any agreement, arrangement or
understanding, whether or not in writing, for the purpose of acquiring, holding, voting or disposing of any securities of the
Company or cooperating in obtaining, changing or influencing the control of the Company or, as the Company and the Rights Agent
shall reasonably request.


 


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


 






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9.                 
Status and Availability of Preferred Shares.


 


9.1             
The Company covenants and agrees that it will cause to be reserved and kept available, out of its authorized and unissued
Preferred Shares or any Preferred Shares held in its treasury, the number of Preferred Shares that will be sufficient to permit
the exercise in full of all outstanding Rights in accordance with Section 7.


 


9.2             
The Company covenants and agrees that it will take all such action as may be necessary to ensure that all Preferred Shares
delivered upon exercise of Rights shall, at the time of delivery of the certificates (or entry in the book-entry account system
of the Company) for such Preferred Shares (subject to payment of the Purchase Price and compliance with all other applicable provisions
of this Agreement), be duly and validly authorized and issued and fully paid and non-assessable shares.


 


9.3             
The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes
and charges which may be payable in respect of the issuance or delivery of the Right Certificates or of any Preferred Shares upon
the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of
any transfer or delivery of Right Certificates to a Person other than, or the issuance or delivery of certificates or depositary
receipts for the Preferred Shares in a name other than that of, the registered holder of the Right Certificate evidencing Rights
surrendered for exercise, and shall not be required to issue or to deliver any certificates or depositary receipts for Preferred
Shares upon the exercise of any Rights until any such tax or charge shall have been paid (any such tax or charge being payable
by the holder of such Right Certificate at the time of surrender) or until it has been established to the Company’s and
the Rights Agent’s reasonable satisfaction that no such tax is due.


 


10.             
Preferred Shares Record Date. Each Person in whose name any certificate (or entry in the book-entry account system
of the Company) for Preferred Shares is issued upon the exercise of Rights shall for all purposes be deemed to have become the
holder of record of the Preferred Shares represented thereby on, and such certificate or book-entry shall be dated, the date upon
which the Right Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any applicable
transfer taxes) was made; provided, that, if the date of such surrender and payment is a date upon which the Preferred
Shares transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares on,
and such certificate shall be dated, the next succeeding Business Day on which the Preferred Shares transfer books of the Company
are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Certificate shall not be entitled to any
rights of a holder of Preferred Shares for which the Rights shall be exercisable, including 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.


 






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11.             
Adjustment of Purchase Price, Number of Shares or Number of Rights.


 


11.1         
General.


 


11.1.1   
In the event that the Company shall at any time after the date of this Agreement (i) declare a dividend on the Preferred
Shares payable in Preferred Shares, (ii) subdivide the outstanding Preferred Shares, (iii) combine the outstanding Preferred
Shares into a smaller number of Preferred Shares or (iv) issue any shares of its capital stock in a reclassification of the
Preferred Shares (including any such reclassification in connection with a consolidation or merger in which the Company is the
continuing or surviving Person), except as otherwise provided in this Section 11.1, the Purchase Price in effect at the time
of the record date for such dividend or of the effective date of such subdivision, combination or reclassification, and the number
and kind of shares of capital stock issuable on such date, shall be proportionately adjusted so that the holder of any Right exercised
after such time shall be entitled to receive the aggregate number and kind of shares of capital stock which, if such Right had
been exercised immediately prior to such date, the holder would have owned upon such exercise and been entitled to receive by
virtue of such dividend, subdivision, combination or reclassification; provided, that in no event shall the consideration
to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company issuable
upon exercise of one Right. If an event occurs that would require an adjustment under both this Section 11.1.1 and Section 11.1.2
hereof, the adjustment provided for in this Section 11.1.1 shall be in addition to, and shall be made prior to, the adjustment
required pursuant to Section 11.1.2 hereof.


 


11.1.2   
Subject to the second paragraph of this Section 11.1.2 and to Section 24, from and after the Stock Acquisition
Date, each holder of a Right shall have a right to receive, upon exercise of each Right, in accordance with the terms of this
Agreement and in lieu of Preferred Shares, such number of Common Shares as shall equal the result obtained by dividing the current
Purchase Price by 50% of the then Current Per Share Market Price of the Company’s Common Shares (determined pursuant to
Section 11.4) on the Stock Acquisition Date.


 


From and after the Stock Acquisition Date,
any Rights that are or were acquired or Beneficially Owned by (i) an Acquiring Person (or any Associate or Affiliate of such Acquiring
Person, (ii) a transferee of any Acquiring Person (or of any such Associate or Affiliate) who becomes such a transferee after
the Acquiring Person becomes an Acquiring Person or (iii) a transferee of an Acquiring Person (or of any such Associate or Affiliate)
who becomes such a transferee prior to or concurrently with the Acquiring Person becoming an Acquiring Person and who receives
such Rights (A) with actual knowledge that the transferor is or was an Acquiring Person or (B) pursuant to either (x) a transfer
(whether or not for consideration) from the Acquiring Person (or any such Associate or Affiliate) to holders of equity interests
in such Acquiring Person (or any such Associate or Affiliate) or to any Person with whom the Acquiring Person (or such Associate
or Affiliate) has any continuing agreement, arrangement, understanding or relationship (whether or not in writing) regarding the
transferred Rights or (y) a transfer which the Board of Directors has determined is part of a plan, arrangement or understanding
(whether or not in writing) which has as a primary purpose or effect of the avoidance of this Section 11.1.2, (each such
Person described in (i)-(iii) above, an “Excluded Person”) shall, in each such case, be null and void, and any holder
of such Rights (whether or not such holder is an Acquiring Person or an Associate or Affiliate of an Acquiring Person) shall thereafter
have no right to exercise such Rights under any provision of this Agreement. No Right Certificates shall be issued pursuant to
Sections 3, 6, 7.4 or 11 or otherwise hereof that represents Rights that are or have become null and void pursuant to the provisions
of this paragraph and any Right Certificate delivered to the Rights Agent that represents Rights that are or have become null
and void pursuant to the provisions of this paragraph shall, upon receipt of written notice directing it to do so, be canceled
by the Rights Agent.


 






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11.1.3   
If there are not sufficient authorized but unissued Common Shares to permit the exercise in full of the Rights in accordance
with Section 11.1.2 or the exchange of the Rights in accordance with Section 24, or should the Board of Directors so
elect, the Company may with respect to such deficiency, (i) determine the excess (the “Spread”) of (A) the
value of the Common Shares issuable upon the exercise of a Right as provided in Section 11.1.2 (the “Current Value”)
over (B) the Purchase Price, and (ii) with respect to each Right, make adequate provision to substitute for such Common
Shares, upon payment of the applicable Purchase Price, any one or more of the following having an aggregate value determined by
the Board of Directors to be equal to the Current Value: (A) cash, (B) a reduction in the Purchase Price, (C) Common
Shares or other equity securities of the Company (including shares, or units of shares, of preferred stock which the Board of
Directors has determined to have the same value as Common Shares (“Common Stock Equivalents”)), (D) debt
securities of the Company or (E) other assets, property or instruments. The Company shall provide the Rights Agent with prompt
reasonably detailed written notice of any final determination under the previous sentence.


 


If the Board of Directors shall determine
in good faith that additional Common Shares should be authorized for issuance upon exercise in full of the Rights, the Company may
suspend the exercisability of the Rights in order to seek any authorization of additional shares, decide the appropriate form
of distribution to be made, and determine the value thereof. If the exercisability of the Rights is suspended pursuant to this
Section 11.1.3, the Company shall make a public announcement, and shall promptly deliver to the Rights Agent a statement,
stating that the exercisability of the Rights has been temporarily suspended. When the suspension is no longer in effect, the
Company shall make another public announcement, and promptly deliver to the Rights Agent a statement, so stating. For purposes
of this Section 11.1.3, the value of the Common Shares shall be the Current Per Share Market Price of the Common Shares (determined
pursuant to Section 11.4) as of the Stock Acquisition Date, and the value of any Common Stock Equivalent shall be deemed to have
the same value as the Common Shares on such date.


 


11.2         
If the Company fixes a record date for the issuance of rights, options or warrants to all holders of Preferred Shares entitling
them (for a period expiring within 45 days after such record date) to subscribe for or purchase Preferred Shares (or shares having
the same rights, privileges and preferences as the Preferred Shares (“Equivalent Preferred Shares”)) or securities
convertible into Preferred Shares or Equivalent Preferred Shares at a price per Preferred Share or Equivalent Preferred Share
(or having a conversion price per share, if a security convertible into Preferred Shares or Equivalent Preferred Shares) less
than the then Current Per Share Market Price of the Preferred Shares (determined pursuant to Section 11.4) on such record date,
the Purchase Price to be in effect after such record date shall be adjusted by multiplying the Purchase Price in effect immediately
prior to such record date by a fraction, (i) the numerator of which shall be (A) the number of Preferred Shares outstanding
on such record date plus (B) the number of Preferred Shares which the aggregate offering price of the total number of Preferred
Shares or Equivalent Preferred Shares to be offered (or the aggregate initial conversion price of the convertible securities to
be offered) would purchase at such Current Per Share Market Price and (ii) the denominator of which shall be (A) the number of
Preferred Shares outstanding on such record date plus (B) the number of additional Preferred Shares or Equivalent Preferred Shares
to be offered for subscription or purchase (or into which the convertible securities to be offered are initially convertible);
provided, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate
par value of the shares of capital stock of the Company issuable upon exercise of one Right. If such subscription price may be
paid in a consideration part or all of which shall be in a form other than cash, the value of such consideration shall be as determined
in good faith by the Board of Directors, whose determination shall be described in a statement filed with the Rights Agent. Preferred
Shares owned by or held for the account of the Company shall not be deemed outstanding for the purpose of any such computation.
Such adjustment shall be made successively whenever such a record date is fixed. If such rights, options or warrants are not so
issued, the Purchase Price shall be adjusted to be the Purchase Price that would then be in effect if such record date had not
been fixed.


 






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11.3         
If the Company fixes a record date for the making of a distribution to all holders of the Preferred Shares (including any
distribution made in connection with a consolidation or merger in which the Company is the continuing or surviving Person) or
evidences of indebtedness or assets (other than a regular quarterly cash dividend or a dividend payable in Preferred Shares) or
subscription rights or warrants (excluding those referred to in Section 11.2), the Purchase Price to be in effect after such
record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction,
(i) the numerator of which shall be the then Current Per Share Market Price of the Preferred Shares (determined pursuant to Section
11.4) on such record date, less the fair market value (as determined in good faith by the Board of Directors, whose determination
shall be described in a statement filed with the Rights Agent) of the portion of the assets or evidences of indebtedness to be
distributed or of such subscription rights or warrants applicable to one Preferred Share and (ii) the denominator of which shall
be the then Current Per Share Market Price of the Preferred Shares (determined pursuant to Section 11.4); provided, that
in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the Preferred
Shares to be issued upon exercise of one Right. Such adjustments shall be made successively whenever such a record date is fixed.
If such distribution is not so made, the Purchase Price shall again be adjusted to be the Purchase Price that would then be in
effect if such record date had not been fixed.


 


11.4         
Current Per Share Market Price.


 


11.4.1   
For the purpose of any computation hereunder, the “Current Per Share Market Price” of any security on
any date shall be deemed to be the average of the daily closing prices per share of such security for the 30 consecutive Trading
Days immediately prior to such date; provided, that if the Current Per Share Market Price of the security is determined
during a period (i) following the announcement by the issuer of such security of (A) a dividend or distribution on such security
payable in shares of such security or other securities convertible into such shares, or (B) any subdivision, combination
or reclassification of such security, and (ii) prior to the expiration of 30 Trading Days after the ex-dividend date for such
dividend or distribution, or the record date for such subdivision, combination or reclassification, then, and in each such case,
the Current Per Share Market Price shall be appropriately adjusted to reflect the current market price per share equivalent of
such security. The closing price for each day shall be the last sale price or, if no such sale takes place on such day, the average
of the closing bid and asked prices, in either case as reported by NYSE, or, if on any such date the security is not listed on
NYSE, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the security
selected by the Board of Directors. If on any such date no such market maker is making a market in the security, the fair value
of the security on such date as determined in good faith by the Board of Directors shall be used.


 






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11.4.2   
For the purpose of any computation hereunder, the “Current Per Share Market Price” of the Preferred
Shares shall be determined in accordance with the method set forth in Section 11.4.1. If the Preferred Shares are not publicly
traded, the “Current Per Share Market Price” of the Preferred Shares shall be conclusively deemed to be the
Current Per Share Market Price of the Common Shares as determined pursuant to Section 11.4.1 (appropriately adjusted to reflect
any stock split, stock dividend or similar transaction occurring after the date hereof) multiplied by one thousand. If neither
the Common Shares nor the Preferred Shares are publicly held or so listed or traded, “Current Per Share Market Price”
means 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.


 


11.5         
No adjustment in the Purchase Price shall be required unless such adjustment would require an increase or decrease of at
least 1% in the Purchase Price; provided, that any adjustments which by reason of this Section 11.5 are not required
to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Section 11
shall be made to the nearest cent or to the nearest one one-thousandth of a Preferred Share or one one-thousandth of any other
share or security, as the case may be. Notwithstanding the first sentence of this Section 11.5, any adjustment required by
this Section 11 shall be made no later than three years from the date of the transaction which requires such adjustment.


 


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


 


11.7         
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 Preferred Shares purchasable from time to time hereunder
upon exercise of the Rights, all subject to further adjustment as provided herein.


 


11.8         
Unless the Company exercises its election as provided in Section 11.9, upon each adjustment of the Purchase Price
as a result of the calculations made in Sections 11.2 and 11.3, each Right outstanding immediately prior to the making
of such adjustment shall thereafter evidence the right to purchase, at the adjusted Purchase Price, that number of one one-thousandth
of a Preferred Share (calculated to the nearest one one-thousandth of a Preferred Share) obtained by (i) multiplying the
number of one one-thousandth of a Preferred Share covered by a Right immediately prior to this adjustment by 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.


 






    - 17 -


     


    

 


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


 


11.10     
Irrespective of any adjustment or change in the Purchase Price or the number of Preferred Shares issuable upon the exercise
of the Rights, the Right Certificates theretofore and thereafter issued may continue to express the Purchase Price and the number
of Preferred Shares which were expressed in the initial Right Certificates issued hereunder.


 


11.11     
Before taking any action that would cause an adjustment reducing the Purchase Price below the then par value of the Preferred
Shares 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 non-assessable Preferred Shares at such adjusted
Purchase Price.


 


11.12     
If this Section 11 requires that an adjustment in the Purchase Price be made effective as of a record date for a specified
event, the Company may defer, until the occurrence of such event, issuing to the holder of any Right exercised after such record
date Preferred Shares and other capital stock or securities of the Company, if any, issuable upon such exercise over and above
the Preferred Shares and other capital stock or securities of the Company, if any, issuable upon such exercise on the basis of
the Purchase Price in effect prior to such adjustment; provided, that the Company shall deliver to such holder a due bill
or other appropriate instrument evidencing such holder’s right to receive such additional shares upon the occurrence of
the event requiring adjustment.


 






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11.13     
Anything in this Section 11 to the contrary notwithstanding, the Company shall be entitled to make such reductions
in the Purchase Price, in addition to those adjustments expressly required by this Section 11, as and to the extent that
it in its sole discretion shall determine to be advisable in order that any (i) combination or subdivision of the Preferred
Shares, (ii) issuance wholly for cash of any Preferred Shares at less than the Current Per Share Market Price, (iii) issuance
wholly for cash of Preferred Shares or securities which by their terms are convertible into or exchangeable for Preferred Shares,
(iv) dividends on Preferred Shares payable in Preferred Shares, or (v) issuance of any rights, options or warrants referred
to in Section 11.2 made by the Company after the date of this Agreement to holders of its Preferred Shares shall not be taxable
to such shareholders.


 


11.14     
If, at any time after the date of this Agreement and prior to the Distribution Date, the Company (i) declares or pays
any dividend on the Common Shares payable in Common Shares or (ii) effects a subdivision, combination or consolidation of
the Common Shares (by reclassification or otherwise other than by payment of dividends in Common Shares) into a greater or lesser
number of Common Shares, then in any such case (A) the number of one one-thousandths of a Preferred Share purchasable after
such event upon exercise of each Right shall be determined by multiplying the number of one one-thousandths of a Preferred Share
so purchasable immediately prior to such event by a fraction, the numerator of which is the number of Common Shares outstanding
immediately before such event and the denominator of which is the number of Common Shares outstanding immediately after such event,
and (B) each Common Share outstanding immediately after such event shall have issued with respect to it that number of Rights
which each Common Share outstanding immediately prior to such event had issued with respect to it. The adjustments provided for
in this Section 11.14 shall be made successively whenever such a dividend is declared or paid or such a subdivision, combination
or consolidation is affected.


 


12.             
Certificate of Adjustment. Whenever an adjustment is made as provided in Sections 11 and 13, the Company
shall promptly (i) prepare a certificate setting forth such adjustment and a reasonably detailed statement of the facts,
computation, methodology and accounting for such adjustment, (ii) promptly file with the Rights Agent and with each transfer
agent for the Common Shares or the Preferred Shares a copy of such certificate, and (iii) if such adjustment occurs following
a Distribution Date, mail a brief summary thereof to each holder of a Right Certificate in accordance with Section 25. The
Rights Agent shall be fully protected in relying on any such certificate and on any adjustment or statement therein contained
and shall not be obligated or responsible for calculating any adjustment, nor shall the Rights Agent be deemed to have knowledge
of such an adjustment or any such event, unless and until it shall have received such certificate. Notwithstanding the foregoing
sentence, but without limiting any of the rights or immunities of the Rights Agent, the failure of the Company to make such certification
or give such notice shall not affect the validity of, or the force or effect of, the requirement for such adjustment. Any adjustment
to be made pursuant to Section 11 or 13 hereof shall be effective as of the date of the event giving rise to such adjustment.


 






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


 


13.1         
If, at any time after a Stock Acquisition Date, (i) the Company consolidates with, or merges with and into, any other
Person; (ii) any Person consolidates with the Company, or merges with and into the Company, and the Company is the continuing
or surviving Person of such merger and, in connection with such merger, all or part of the Common Shares are or will be changed
into or exchanged for stock or other securities of any other Person (or the Company) or cash or any other property; or (iii) the
Company sells or otherwise transfers (or one or more of its Subsidiaries sell or otherwise transfer), in one or more transactions,
assets or Earning Power aggregating 50% or more of the assets or Earning Power of the Company and its Subsidiaries (taken as a
whole) to any other Person other than the Company or one or more of its wholly owned Subsidiaries, then proper provision shall
be made so that (A) each holder of a Right (except as otherwise provided herein) shall have the right to receive, upon the
exercise of each Right in accordance with the terms of this Agreement and in lieu of Preferred Shares, such number of Common Shares
of such other Person (including the Company as successor thereto or as the surviving Person) equal to the result obtained by dividing
the then current Purchase Price by 50% of the then Current Per Share Market Price of the Common Shares of such other Person (determined
pursuant to Section 11.4) on the date of consummation of such consolidation, merger, sale or transfer; (B) the issuer of
such Common Shares shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transfer,
all the obligations and duties of the Company pursuant to this Agreement; (C) the term “Company” shall thereafter
be deemed to refer to such issuer; and (D) such issuer shall take steps (including the reservation of a sufficient number
of shares of its common stock in accordance with Section 9) in connection with such consummation as may be necessary to ensure
that the provisions hereof shall thereafter be applicable in relation to the common stock thereafter deliverable upon the exercise
of the Rights.


 


13.2         
The Company shall not consummate any such consolidation, merger, sale or transfer unless prior thereto the Company and
such issuer shall have executed and delivered to the Rights Agent a supplemental agreement providing for such issuer’s compliance
with this Section 13. The Company shall not enter into any transaction of the kind referred to in this Section 13 if,
at the time of such transaction, there are any rights, warrants, instruments or securities outstanding or any agreements or arrangements
which, as a result of the consummation of such transaction, would eliminate or substantially diminish the benefits intended to
be afforded by the Rights. The provisions of this Section 13 shall apply to successive mergers or consolidations or sales
or other transfers.


 


13.3         
For purposes of this Agreement, the “Earning Power” of the Company and its Subsidiaries shall be determined
in good faith by the Company’s Board of Directors on the basis of the operating earnings of each business operated by the
Company and its Subsidiaries during the three fiscal years preceding the date of such determination (or, in the case of any business
not operated by the Company or any Subsidiary during three full fiscal years preceding such date, during the period such business
was operated by the Company or any Subsidiary).


 






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14.             
Fractional Rights and Fractional Shares.


 


14.1         
The Company shall not be required to issue fractions of Rights or to distribute Right Certificates which evidence fractional
Rights. In lieu of such fractional Rights, the Company may instead pay to the registered holders of the Right Certificates with
regard to which such fractional Rights would otherwise be issuable an amount in cash equal to the same fraction of the current
market value of a whole Right. For the purposes of this Section 14.1, the current market value of a whole Right shall be
the closing price of the Rights (as determined pursuant to the second sentence of Section 11.4.1) for the Trading Day immediately
prior to the date on which such fractional Rights would have been otherwise issuable.


 


14.2         
The Company shall not be required to issue fractions of Preferred Shares (other than fractions which are integral multiples
of one one-thousandth of a Preferred Share) upon exercise of the Rights or to distribute certificates which evidence fractional
Preferred Shares or to register fractional Preferred Shares in the Company’s share register (other than fractions which
are integral multiples of one one-thousandth of a Preferred Share). Fractions of Preferred Shares in integral multiples of one
one-thousandth of a Preferred Share may, at the election of the Company, be evidenced by depositary receipts, pursuant to an agreement
between the Company and a depositary selected by the Company; provided, that such agreement shall provide that the holders
of such depositary receipts shall have all the rights, privileges and preferences to which they are entitled as Beneficial Owners
of the Preferred Shares represented by such depositary receipts. In lieu of fractional Preferred Shares that are not integral
multiples of one one-thousandth of a Preferred Share, the Company shall pay to each registered holder of Right 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 Preferred Share as the fraction of one Preferred Share that such holder would otherwise receive upon the exercise of the
aggregate number of rights exercised by such holder. For the purposes of this Section 14.2, the current market value of a
Preferred Share shall be the closing price of a Preferred Share (pursuant to Section 11.4.1) for the Trading Day immediately
prior to the date of such exercise.


 


14.3         
For purposes of this Section 14, the closing price for any day shall be the last quoted price or, if not so quoted, the
average of the high bid and low asked prices as reported by NYSE, or if on any such date the Rights or Preferred Shares, as applicable,
are not listed on NYSE, the average of the closing bid and asked prices as furnished by a professional market maker making a market
in the Rights or Preferred Shares, as applicable, selected by the Board of Directors. If on any such date no such market maker
is making a market in the Rights or Preferred Shares, as applicable, the fair value of the Rights or Preferred Shares, as applicable,
on such date as determined in good faith by the Board of Directors shall be used.


 


14.4         
The holder of a Right by the acceptance of the Right expressly waives any right to receive fractional Rights or fractional
shares upon exercise of a Right (except as provided in this Section 14).


 


14.5         
Whenever a payment for fractional Rights or fractional shares is to be made by the Rights Agent under any section of this
Agreement, the Company shall (i) promptly prepare and deliver to the Rights Agent a certificate setting forth in reasonable detail
the facts related to such payments and the prices and 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. The Rights Agent shall be fully protected
in relying upon such a certificate and shall have no duty with respect to, and shall not be deemed to have knowledge of, any payment
for fractional Rights or fractional shares under any section of this Agreement relating to the payment of fractional Rights or
fractional shares unless and until the Rights Agent shall have received such a certificate and sufficient monies.


 






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15.             
Rights of Action. All rights of action in respect of this
Agreement, excepting the rights of action given to the Rights Agent under Section 18, are vested in the respective registered
holders of the Right Certificates. Any registered holder of any Right Certificate may, without the consent of the Rights Agent
or of the holder of any other Right Certificate, on 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 to enforce, or otherwise act in respect of,
such holder’s right to exercise the Rights evidenced by such Right Certificate in the manner provided in such Right Certificate
and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged
that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement by the Company and will be
entitled to specific performance of the obligations hereunder, and injunctive relief against actual or threatened violations of
the obligations hereunder, of the Company.


 


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


 


16.1         
prior to the Distribution Date, the Rights will be transferable only in connection with the transfer of the Common Shares;


 


16.2         
after the Distribution Date, the Right Certificates are transferable only on the registry books maintained by the Rights
Agent if surrendered at the office or offices of the Rights Agent designated for such purpose, duly endorsed or accompanied by
a proper instrument of transfer with the appropriate form of certification, properly completed and duly executed, accompanied
by a signature guarantee and such other documentation as the Rights Agent may reasonably request;


 


16.3         
the Company and the Rights Agent may deem and treat the Person in whose name the Right Certificate (or, prior to the Distribution
Date, the associated Common Shares certificate or, in the case of uncertificated Common Shares, by the book-entry that evidences
record ownership of such Common Shares) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding
any notations of ownership or writing on the Right Certificates or the associated Common Shares certificate or book-entry made
by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent
shall be affected by any notice to the contrary; and


 


16.4         
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 the inability of the Company or the Rights Agent to perform any of its
or their 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.


 






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


 


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


 


The
Rights Agent shall be fully authorized and protected and shall incur no liability for or in respect of any action taken, suffered
or omitted by it in connection with its acceptance and administration of this Agreement and the exercise and performance of its
duties hereunder, in each case in reliance upon any Right Certificate or certificate for Preferred Shares or for other securities
of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, instruction,
direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed
and, where necessary, verified or acknowledged by the proper Person or Persons, or otherwise upon the advice of counsel as set
forth in Section 20. The Rights Agent shall not be deemed to have knowledge of any event of which it was supposed to receive
notice thereof hereunder, and the Rights Agent shall be fully protected and shall incur no liability for failing to take action
in connection therewith, unless and until it has received such notice in writing.


 






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Notwithstanding
anything in this Agreement to the contrary, in no event will the Rights Agent be liable for special, punitive, indirect, incidental
or consequential loss or damage of any kind whatsoever (including lost profits), even if the Rights Agent has been advised of
the likelihood of such loss or damage and regardless of the form of action.


 


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


 


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


 


20.             
Rights and Duties of Rights Agent. The Rights Agent undertakes
to perform only the duties and obligations expressly set forth in this Agreement and no implied duties or obligations shall be
read into this Agreement against the Rights Agent. The Rights Agent shall perform its duties and obligations hereunder upon the
following terms and conditions, by all of which the Company and the holders of Right Certificates, by their acceptance thereof,
shall be bound:


 


20.1         
The Rights Agent may consult with legal counsel (who may be legal counsel for the Company or an employee or legal counsel
of the Rights Agent), and the advice or opinion of such counsel shall be full and complete authorization and protection to the
Rights Agent and the Rights Agent shall incur no liability for or in respect of as to any action taken or omitted by it in the
absence of bad faith and in accordance with such advice or opinion.


 


20.2         
Whenever in the performance of its duties under this Agreement the Rights Agent shall deem it necessary or desirable that
any fact or matter be proved or established by the Company prior to taking, suffering or omitting to take any action hereunder,
such fact or matter (unless other evidence in respect thereof is specifically prescribed herein) may be deemed to be conclusively
proved and established by a certificate signed by a Person reasonably believed by the Rights Agent to be any one of the Chairman
of the Board of Directors, the Chief Executive Officer, the President, a Vice President, the Treasurer, any Assistant Treasurer,
the Secretary or any Assistant Secretary of the Company and delivered to the Rights Agent, and such certificate shall be full
authorization to the Rights Agent 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 the absence of bad faith under the provisions of this Agreement in reliance upon such certificate.
The Rights Agent shall have no duty to act without such a certificate as set forth in this Section 20.2.


 






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20.3         
The Rights Agent shall be liable to the Company and any other Person hereunder only for its own gross negligence, bad faith
or willful misconduct (which gross negligence, bad faith or willful misconduct must be determined by a final, non-appealable judgment
of a court of competent jurisdiction). Notwithstanding anything in this Agreement to the contrary, any liability of the Rights
Agent under this Agreement will be limited to the amount of annual fees paid by the Company to the Rights Agent (but not including
reimbursable expenses) during the 12 months immediately preceding the event for which recovery from the Rights Agent is being
sought.


 


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


 


20.5         
The Rights Agent shall not have any liability for or be under any responsibility in respect of the validity of this Agreement
or the execution and delivery hereof (except the due execution hereof by the Rights Agent) or in respect of the legality or validity
or execution of any Right Certificate (except its countersignature thereof); nor shall it be responsible for any determination
by the Board of Directors with respect to the Rights or breach by the Company of any covenant or failure by the Company to satisfy
any condition contained in this Agreement or in any Right Certificate; nor shall it be liable or responsible for any modification
by or order of any court, tribunal or governmental authority in connection with the foregoing, any change in the exercisability
of the Rights or any adjustment required under the provisions of Sections 11 or 13 or 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 Right Certificates after receipt of a certificate furnished pursuant to Section 12
describing 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 Preferred Shares to be issued pursuant to this Agreement or any Right Certificate or as to whether
any Preferred Shares will, when so issued, be validly authorized and issued, fully paid, and non-assessable.


 


20.6         
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 or reasonably requested
by the Rights Agent for the carrying out or performing by the Rights Agent of the provisions of this Agreement.


 






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20.7         
The Rights Agent is hereby authorized and directed to accept written instructions with respect to the performance of its
duties hereunder and certificates delivered pursuant to any provision hereof from any Person reasonably believed by the Rights
Agent to be any one of the Chairman of the Board, the Chief Executive Officer, the President, a Vice President, the Treasurer,
an Assistant Treasurer, the Secretary or an Assistant Secretary of the Company, and to apply to such officers for advice or instructions
in connection with its duties under this Agreement, and such advice or instructions shall provide full authorization and protection
to the Rights Agent, and the Rights Agent shall not be liable for any action taken, suffered or omitted to be taken by it in accordance
with the written advice or instructions of any such officer or for any delay in acting while waiting for these instructions. The
Rights Agent shall be fully authorized and protected in relying upon the most recent advice or instructions received by any such
officer. Any application by the Rights Agent for written instructions from the Company may, at the option of the Rights Agent,
set forth in writing any action proposed to be taken or omitted by the Rights Agent with respect to its duties or obligations
under this Agreement.


 


20.8         
The Rights Agent and any affiliate, shareholder, director, officer, agent, representative 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 the Rights Agent under this Agreement, in each case in compliance with applicable laws. Nothing herein shall
preclude the Rights Agent and such other Persons from acting in any other capacity for the Company or for any other legal entity.


 


20.9         
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. The Rights Agent shall not be answerable or accountable for any act, omission,
default, neglect, or misconduct of any such attorneys or agents or for any loss to the Company or any other Person resulting from
any such act, omission, default, neglect or misconduct, absent gross negligence or bad faith in the selection and continued employment
of such attorneys or agents thereof (which gross negligence or bad faith must be determined by a final, non-appealable judgment
of a court of competent jurisdiction).


 


20.10     
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 the Rights Agent believes that
repayment of such funds or adequate indemnification against such risk or liability is not reasonably assured to it.


 


20.11     
The Rights Agent shall not be required to take notice or be deemed to have notice of any fact, event or determination (including
any dates or events defined in this Agreement or the designation of any Person as an Acquiring Person, Affiliate or Associate)
under this Agreement unless and until the Rights Agent shall be specifically notified in writing by the Company of such fact,
event or determination, and all notices or other instruments required by this Agreement to be delivered to the Rights Agent must,
in order to be effective, be received by the Rights Agent as specified in Section 26, and in the absence of such notice so delivered,
the Rights Agent may conclusively assume no such event or condition exists.


 






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20.12     
The Rights Agent shall have no responsibility to the Company or any holders of the Right Certificates for interest or earnings
on any moneys held by the Rights Agent pursuant to this Agreement.


 


21.             
Change of Rights Agent. The Rights Agent or any successor
Rights Agent may resign and be discharged from its duties under this Agreement upon 30 days’ notice in writing mailed to
the Company and, in the event that the Rights Agent or one of its Affiliates is not also the transfer agent for the Company in
accordance with Section 26 hereof, to each transfer agent of the Common Shares and the Preferred Shares in accordance with Section
26. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days’ notice in writing, mailed to the
Rights Agent or successor Rights Agent in accordance with Section 26 hereof, as the case may be, and to each transfer agent of
the Common Shares and the Preferred Shares by registered or certified mail, and, after the Distribution Date, to the holders of
the Right Certificates by first-class mail. In the event that the transfer agency relationship in effect between the Company and
the Rights Agent terminates, the Rights Agent will be deemed to have resigned automatically and be discharged from its duties
as Rights Agent under this Agreement as of the effective date of such termination, and the Company shall be responsible for sending
any required notice. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company
shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after
giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated
Rights Agent, then the incumbent Rights Agent or registered holder of any Right Certificate may apply to any court of competent
jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such
a court, shall be (i) a Person (other than a natural person) organized and doing business under the laws of the United States
or of any state of the United States, in good standing, which is authorized under such laws to exercise stock transfer powers,
is subject to supervision or examination by federal or state authority, and has, along with its Affiliates, at the time of its
appointment as Rights Agent a combined capital and surplus of at least $50 million or (ii) an Affiliate of a Person described
in clause (i) of this sentence. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties
and responsibilities as if it had been originally named as Rights Agent without further act or deed, and the predecessor Rights
Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and shall execute
and deliver any further assurance, conveyance, act or deed necessary for the purpose but such predecessor Rights Agent shall not
be required to make any additional expenditure or assume any additional liability in connection with the foregoing, and shall
thereafter be discharged from all duties and obligations hereunder. Not later than the effective date of any such appointment
the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Shares
and the Preferred Shares, and, after the Distribution Date, mail a notice in writing to the registered holders of the Right Certificates.
Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality
or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may
be.


 


22.             
Issuance of New Right Certificates. Notwithstanding any
of the provisions of this Agreement or of the Right Certificates to the contrary, the Company may, at its option, issue new Right
Certificates evidencing Rights in such form as may be approved by its Board of Directors to reflect any adjustment or change in
the Purchase Price and the number or kind or class of shares or other securities or property purchasable under the Right Certificates
made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of Common Shares
following the Distribution Date and prior to the earlier of the Redemption Date and the Final Expiration Date, the Company may,
with respect to Common Shares so issued or sold, issue Right Certificates representing the appropriate number of Rights in connection
with such issuance or sale.


 






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23.             
Redemption.


 


23.1         
The Board of Directors may, at its option, at any time prior to such time as any Person becomes an Acquiring Person, redeem
all, but not less than all, of the then outstanding Rights at a redemption price of $0.001 per Right, appropriately adjusted to
reflect any stock split, stock dividend or similar transaction occurring after the date hereof (the “Redemption Price”).
The redemption of the Rights by the Board of Directors may be made effective at such time, on such basis and subject to such conditions
as the Board of Directors in its sole discretion may establish.


 


23.2         
Immediately upon the time of the effectiveness of the redemption of the Rights or such earlier time as may be determined
by the Board of Directors in the action ordering such redemption (although not earlier than the time of such action) (the “Redemption
Date”), and without any further action and without any notice, the right to exercise the Rights shall terminate and
the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public
notice of any such redemption (with prompt written notice to the Rights Agent); provided, that the failure to give, or
any defect in, any such notice shall not affect the validity of such redemption. Within ten Business Days after action of the
Board of Directors ordering the redemption of the Rights, the Company shall mail, or cause the Rights Agent to mail (at the expense
of the Company), a notice of redemption to the holders of the then outstanding Rights at their last addresses as they appear upon
the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the
Common Shares. Any notice mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice.
If the payment of the Redemption Price is not included with such notice, each such notice shall state the method by which the
payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire
or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or in
Section 24, other than in connection with the purchase of Common Shares prior to the Distribution Date.


 


24.             
Exchange.


 


24.1         
The Board of Directors may, at its option, at any time after a Stock Acquisition Date, mandatorily exchange all or part
of the then outstanding and exercisable Rights (which excludes Rights that have become void pursuant to Section 11.1.2) for
Common Shares at an exchange ratio of two Common Shares per one one-thousandths of a Preferred Share represented by a Right, appropriately
adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (the “Exchange
Ratio”). From and after the occurrence of an event specified in Section 13.1, any Right that theretofore has not
been exchanged pursuant to this Section 24 shall thereafter be exercisable only in accordance with Section 13 and may
not be exchanged pursuant to this Section 24. The exchange of the Rights by the Board of Directors may be made effective
at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish.


 






    - 28 -


     


    

 


24.2         
Immediately upon the action of the Board of Directors ordering the exchange of any Rights pursuant to Section 24.1,
and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter
of a holder of such Rights shall be to receive that number of Common Shares equal to the number of such Rights held by such holder
multiplied by the Exchange Ratio. The Company shall promptly give reasonably detailed written notice of any such exchange to the
Rights Agent, and shall promptly give public notice of any such exchange; provided, that the failure to give, or any defect
in, any such notice shall not affect the validity of such exchange. Within ten Business Days after action by the Board of Directors
ordering the exchange of any Rights pursuant to Section 24.1, the Company shall mail, or cause the Rights Agent to mail, a notice
of any such exchange to the holders of such Rights at their last addresses as they appear upon the registry books of the Rights
Agent. Any notice mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each
such notice of exchange will state the method by which the exchange of the Common Shares for Rights will be effected and, in the
event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata
based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11.1.2)
held by each holder of Rights.


 


24.3         
In any exchange pursuant to this Section 24, the Company, at its option, may substitute Preferred Shares or Common
Stock Equivalents for Common Shares exchangeable for Rights, at the initial rate of one one-thousandth of a Preferred Share (or
an appropriate number of Common Stock Equivalents) for each Common Share, as appropriately adjusted.


 


24.4         
If there shall not be sufficient Common Shares, Preferred Shares or Common Stock Equivalents authorized but unissued to
permit any exchange of Rights as contemplated in accordance with this Section 24, the Company shall use its reasonable efforts
to authorize additional Common Shares, Preferred Shares or Common Stock Equivalents for issuance upon exchange of the Rights.


 


24.5         
The Company shall not be required to issue fractions of Common Shares or to distribute certificates which evidence fractional
Common Shares. In lieu of issuing fractional Common Shares, the Company may instead pay to the registered holders of the Right
Certificates with regard to which such fractional Common Shares would otherwise be issuable an amount in cash equal to the same
fraction of the current per share market value of a whole Common Share. For the purposes of this Section 24.5, the current
per share market value of a whole Common Share shall be the closing price of a Common Share (as determined pursuant to the second
sentence of Section 11.4.1) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.


 






    - 29 -


     


    

 


24.6         
Notwithstanding anything in this Section 24 to the contrary, the exchange of the Rights may be made effective at such time,
on such basis and subject to such conditions as the Board of Directors in its sole discretion may establish. Without limiting
the preceding sentence, the Board of Directors may (i) in lieu of issuing Common Shares or any other securities contemplated by
this Section 24 to the Persons entitled thereto in connection with the exchange (such Persons, the “Exchange Recipients,”
and such shares and other securities, together with any dividends or distributions made on such shares or other securities, the
 “Exchange Property”) issue, transfer or deposit the Exchange Property to or into a trust or other entity (the
 “Trust”) created upon such terms as the Board of Directors may determine to hold all or a portion of the Exchange
Property for the benefit of the Exchange Recipients, (ii) permit the Trust to exercise all of the rights that a shareholder of
record would possess with respect to any shares deposited in the Trust and (iii) direct that all holders of Rights entitled to
receive Exchange Property shall be entitled to receive such Exchange Property only from the Trust and only upon compliance with
the relevant terms and provisions of the Trust and subject to such conditions as the Board of Directors in its sole discretion
may establish. Prior to effecting an exchange of Rights, the Company may require (or cause the trustee or other governing body
of the Trust to require), as a condition thereof, that any Exchange Recipient provide evidence that it is not an Acquiring Person,
including evidence of the identity of the current or former Beneficial Owners thereof and their Affiliates and Associates. If
any Person shall fail to comply with any request to provide such evidence, the Company shall be entitled conclusively to deem
the Rights held by such Person to be null and void pursuant to Section 11.1.2 and not transferable or exercisable or exchangeable
in connection herewith. In the event that the Board of Directors determines, before the Distribution Date, to effect an exchange,
the Board of Directors may delay the occurrence of the Distribution Date to such time as the Board of Directors deems advisable.


 


25.             
Notice of Certain Events.


 


25.1         
If the Company shall after the Distribution Date propose (i) to pay any dividend payable in stock of any class to
the holders of its Preferred Shares or to make any other distribution to the holders of its Preferred Shares (other than a regular
quarterly cash dividend); (ii) to offer to the holders of its Preferred Shares rights or warrants to subscribe for or to
purchase any additional Preferred Shares or shares of stock of any class or any other securities, rights or options; (iii) to
effect any reclassification of its Preferred Shares (other than a reclassification involving only the subdivision of outstanding
Preferred Shares); (iv) to effect any consolidation or merger into or with any other Person, 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 or more transactions, of
50% or more of the assets or Earning Power of the Company and its Subsidiaries (taken as a whole) to any other Person; (v) to
effect the liquidation, dissolution or winding-up of the Company; or (vi) to declare or pay any dividend on the Common Shares
payable in Common Shares, or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or
otherwise than by payment of dividends in Common Shares), then, in each such case, the Company shall give to each holder of a
Right Certificate and the Rights Agent, in accordance with Section 26, a reasonably detailed notice of such proposed action,
which shall specify the record date for the purposes of such stock dividend, or 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 Common Shares or Preferred Shares or both, 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 ten
days prior to the record date for determining holders of the Preferred Shares for purposes of such action, and in the case of
any such other action, at least ten days prior to the date of the taking of such proposed action or the date of participation
therein by the holders of the Common Shares or Preferred Shares or both, whichever shall be the earlier.


 






    - 30 -


     


    

 


25.2         
The Company shall, as soon as practicable after a Stock Acquisition Date, give to the Rights Agent and each holder of a
Right Certificate, in accordance with Section 26, a notice that describes the transaction in which a Person became an Acquiring
Person and the consequences of the transaction to holders of Rights under Section 11.1.2.


 


26.             
Notices. Notices or demands authorized by this Agreement
to be given or made by the Rights Agent or by the holder of any Right Certificate to or on the Company shall be sufficiently given
or made if in writing and when sent by overnight delivery service or first-class mail, postage prepaid, properly addressed (until
another address is filed in writing with the Rights Agent) as follows:


 


Tailored
Brands, Inc.


6380 Rogerdale Road


Houston,
Texas 77072



Attention: General Counsel


 


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


 


Kirkland
 & Ellis LLP


601
Lexington Avenue


New
York, New York 10022


Attention:
      Eric L. Schiele


Shaun
J. Mathew


 


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 Right Certificate to or on the Rights Agent shall be deemed given upon receipt and shall be sufficiently
given or made if in writing when sent by overnight delivery service or registered or certified mail properly addressed (until
another address is filed in writing with the Company) as follows:


 


American
Stock Transfer & Trust Company, LLC


6201
15th Avenue


Brooklyn,
New York 11219


Attention:
      Michael A. Nespoli


 


with
a copy to:


 


American
Stock Transfer & Trust Company, LLC


48
Wall Street, 22nd Street


New
York, New York 10005


Attention:
      Legal Department


 






    - 31 -


     


    

 





Notices
or demands authorized by this Agreement to be given or made by the Company or the Rights Agent to the holder of any Right Certificate
shall be sufficiently given or made if in writing, when 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.


 


27.             
Supplements and Amendments. The Company may from time to
time, and the Rights Agent shall if the Company so directs in writing, supplement or amend this Agreement without the approval
of any holders of Right Certificates in order to cure any ambiguity, to correct or supplement any provision contained herein which
may be defective or inconsistent with any other provisions herein, or to make any change to or delete any provision hereof or
to adopt any other provisions with respect to the Rights which the Company may deem necessary or desirable; provided, that,
from and after such time as any Person becomes an Acquiring Person, this Agreement shall not be amended or supplemented in any
manner which would adversely affect the interests of the holders of Rights (other than an Acquiring Person and its Affiliates
and Associates). 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 Preferred Shares) as contemplated hereby and to ensure that an Excluded Person does not obtain
the benefits thereof, and amendments in respect of the foregoing shall not be deemed to adversely affect the interests of the
holders of Rights. Any supplement or amendment authorized by this Section 27 will be evidenced by a writing signed by the
Company and the Rights Agent, subject to certification by any of the officers of the Company listed in Section 20.2 that any such
supplement or amendment complies with this Section 27. Notwithstanding anything in this Agreement to the contrary, the Rights
Agent shall not be required to execute any supplement or amendment to this Agreement that it has reasonably determined would adversely
affect its own rights, duties, obligations or immunities hereunder. No supplement or amendment to this Agreement shall be effective
unless duly executed by the Rights Agent.


 


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.


 


29.             
Benefits of this Agreement. Nothing in this Agreement shall
be construed to give to any Person or entity other than the Company, the Rights Agent and the registered holders of the Right
Certificates any legal or equitable right, remedy or claim under this Agreement. This Agreement shall be for the sole and exclusive
benefit of the Company, the Rights Agent and the registered holders of the Right Certificates.


 


30.             
Severability. If any term, provision, covenant or restriction
of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder
of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way
be affected, impaired or invalidated; provided, that if such excluded provision shall affect the rights, immunities, liabilities,
duties or obligations of the Rights Agent, the Rights Agent shall be entitled to resign immediately upon written notice to the
Company.


 






    - 32 -


     


    

 





31.             
Governing Law. This Agreement and each Right Certificate
issued hereunder shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be governed
by and construed in accordance with the laws of the State of Delaware applicable to contracts to be made and performed entirely
within the State of Delaware; provided, that all provisions regarding the rights, duties, liabilities and obligations of
the Rights Agent shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts
made and to be performed entirely within the State of New York.


 


32.             
Counterparts. This Agreement may be executed in any number
of counterparts, and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall
together constitute but one and the same instrument. A signature to this Agreement transmitted electronically shall have the same
authority, effect and enforceability as an original signature.


 


33.             
Descriptive Headings and Construction. Descriptive headings
of the 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. In this Agreement, (i) the word “including” (in its various forms) means “including,
without limitation,” and (ii) the words “hereunder,” “hereof,” and “hereto,” and words
of similar import, are references to this Agreement as a whole and not to any particular provision of this Agreement.


 


34.             
Administration. Other than with respect to rights, duties,
obligations and immunities of the Rights Agent, the Board of Directors (or a duly authorized committee of the Board of Directors)
shall have the exclusive power and authority to administer and interpret the provisions of this Agreement and to exercise all
rights and powers specifically granted to the Board of Directors or the Company or as may be necessary or advisable in the administration
of this Agreement. All such actions, calculations, determinations and interpretations which are done or made by the Board of Directors
(or a duly authorized committee of the Board of Directors) in good faith shall be final, conclusive and binding on the Company,
the Rights Agent, holders of the Rights and all other parties and shall not subject the Board of Directors (or a duly authorized
committee of the Board of Directors) to any liability to the holders of the Rights. The Rights Agent is entitled always to assume
that the Board of Directors (or a duly authorized committee of the Board of Directors) acted in good faith and shall be fully
protected and incur no liability in reliance thereon.


 


35.             
Force Majeure. Notwithstanding anything to the contrary
contained herein, the Rights Agent shall not be liable for any delays or failures in performance resulting from acts beyond its
reasonable control including acts of God, terrorist acts, shortage of supply, breakdowns or malfunctions, interruptions or malfunction
of any utilities, communications, or computer facilities, or loss of data due to power failures or mechanical difficulties with
information storage or retrieval systems, labor difficulties, war, or civil unrest.


 


[Signature
Pages Follow]





 






    - 33 -


     


    

 


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


 


 


	 	Tailored
    Brands, Inc.
	 	 	 
	 	By:	/s/
    Dinesh Lathi
	 	Name:	Dinesh
    Lathi
	 	Title:	President
 & Chief Executive Officer




 


[Signature
Page to Rights Agreement]


 






     


     


    

 





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


 


	 	American
    Stock Transfer & Trust Company, LLC
	 	 	 
	 	By:	/s/
    M. Asher F. Richelli
	 	Name:	M.
    Asher F. Richelli
	 	Title:	Executive
    Vice President, General Counsel


 


[Signature
Page to Rights Agreement]


 






     


     


    

 





EXHIBIT A


 


FORM


 


of


 


STATEMENT
OF DESIGNATIONS


 


of


 


SERIES
A PREFERRED STOCK


 


of


 


TAILORED
BRANDS, INC.


 





 



 


(Pursuant
to Section 21.155 of the Texas Business


Organizations
Code)


 





 



 


Tailored
Brands, Inc., a corporation organized and existing under the Texas Business Organizations Code (the “Corporation”),
hereby certifies that the following resolution was adopted by the Board of Directors of the Corporation (the “Board of
Directors”) as required by Section 21.155 of the Texas Business Organizations Code on March 30, 2020:


 


RESOLVED,
that pursuant to the authority vested in the Board of Directors in accordance with the provisions of the Certificate of Formation
of the Corporation, a series of preferred stock, par value $0.01 per share, of the Corporation be and it hereby is created, and
that the designation and amount thereof and the powers, preferences and relative, participating, optional and other special rights
of the shares of such series, and the qualifications, limitations or restrictions thereof are as follows:


 


Section 1.     Designation
and Amount. The shares of this series shall be designated as Series A Preferred Stock (the “Series A Preferred Stock”),
and the number of shares constituting the Series A Preferred Stock shall be 100,000. Such number of shares may be increased or
decreased by resolution of the Board of Directors; provided, that no decrease shall reduce the number of shares of Series
A Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance
upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the
Corporation convertible into Series A Preferred Stock.


 






     


     


    

 


Section 2.     Dividends
and Distributions.


 


(A)       Subject
to the rights of the holders of any shares of any series of preferred stock, par value $0.01, of the Corporation (“Preferred
Stock”) (or any other stock of the Corporation) ranking prior and superior to the 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 day of March,
June, September and December in each year (each such date 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 (if any) per share (rounded to the nearest cent), subject to the provision for adjustment hereinafter set
forth, equal to 1,000 multiplied by the aggregate per share amount of all cash dividends, and 1,000 multiplied by 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 $0.01 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 that the Corporation shall at any time declare or pay any dividend
on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding
shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater
or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series A Preferred
Stock were entitled immediately prior to such event under the preceding sentence shall be adjusted by multiplying such amount
by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.


 


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


 


(C)       Dividends
due pursuant to paragraph (A) of this Section 2 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, 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 not more than 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 shareholders of the Corporation. In the event that the Corporation
shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or
combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a
dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the number
of votes per share to which holders of shares of Series 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 in the Certificate of Formation of the Corporation (the “Certificate of Formation”),
including any other Statement of Designations creating a series of Preferred Stock or any similar stock, or by law, the holders
of shares of Series A Preferred Stock and the holders of shares of Common Stock and any other capital stock of the Corporation
having general voting rights shall vote together as one class on all matters submitted to a vote of shareholders of the Corporation.


 


(C)       Except
as set forth herein, or as otherwise required 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:


 






    - A - 3 -


     


    

 





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


 


(ii)     declare
or pay dividends, or make any other distributions, on any shares of stock ranking on a parity (either as to dividends or upon
liquidation, dissolution or winding-up) with the Series 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; or


 


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


 


(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 canceled promptly after the acquisition thereof. The Corporation shall take all such actions as are necessary
to cause all such shares to become authorized but unissued shares of Preferred Stock that may be reissued as part of a new series
of Preferred Stock subject to the conditions and restrictions on issuance set forth herein or in the Certificate of Formation,
including any Statement of Designations creating a series of Preferred Stock or any similar stock, or as otherwise required by
law.


 


Section 6.     Liquidation,
Dissolution or Winding-Up.


 


(A)       Upon
any liquidation, dissolution or winding-up of the Corporation, voluntary or otherwise, no distribution shall be made to the
holders of 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 Series A Preferred Stock shall have received an amount per share (the “Series
A Liquidation Preference”) equal to an amount per share, subject to the provision for adjustment hereinafter set forth,
equal to 1,000 multiplied by the aggregate amount to be distributed per share to holders of shares of Common Stock plus an
amount equal to any accrued and unpaid dividends. In the event that the Corporation shall at any time declare or pay any dividend
on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding
shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater
or lesser number of shares of Common Stock, then in each such case the aggregate amount to which holders of shares of Series A
Preferred Stock were entitled immediately prior to such event under the preceding sentence shall be adjusted by multiplying such
amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event
and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.


 






    - A - 4 -


     


    

 


(B)       If
there are not sufficient assets available to permit payment in full of the Series A Liquidation Preference and the liquidation
preferences of all other classes and series of stock of the Corporation, if any, that rank on a parity with the Series A Preferred
Stock in respect thereof, then the assets available for such distribution shall be distributed ratably to the holders of the Series
A Preferred Stock and the holders of such parity shares in proportion to their respective liquidation preferences.


 


(C)       Neither
the merger or consolidation of the Corporation into or with another entity nor the merger or consolidation of any other entity
into or with the Corporation shall be deemed to be a liquidation, dissolution or winding-up of the Corporation within the
meaning of this Section 6.


 


Section 7.     Consolidation,
Merger, Etc. If 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 multiplied by the aggregate amount of stock,
securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common
Stock is changed or exchanged. In the event that the Corporation shall at any time declare or pay any dividend on the Common Stock
payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common
Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number
of shares of Common Stock, then in each such case the amount set forth in the preceding sentence with respect to the exchange
or change of shares of Series 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.     Amendment.
While any Series A Preferred Stock is issued and outstanding, the Certificate of Formation shall not be amended in any manner,
including in a merger or consolidation, which would alter, change or repeal 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 at least two-thirds of the outstanding
shares of Series A Preferred Stock, voting together as a single class.


 


Section 9.     Rank.
The Series A Preferred Stock shall rank, with respect to the payment of dividends and upon liquidation, dissolution and winding-up,
junior to all other series of Preferred Stock, unless the terms of any such series shall provide otherwise, and shall rank senior
to the Common Stock as to such matters.


 






    - A - 5 -


     


    

 





IN
WITNESS WHEREOF, this Statement of Designations is executed on behalf of the Corporation by its duly authorized officer this 30th
day of March 2020.


 


	 	Tailored
    Brands, Inc.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:







 






    - A - 6 -


     


    

 


EXHIBIT B


 


Form
of Right Certificate


 
	Certificate
    No. R-_______	 	 	_____
                                         Rights


 


NOT
EXERCISABLE AFTER THE FINAL EXPIRATION DATE (AS DEFINED IN THE RIGHTS AGREEMENT) OR EARLIER IF REDEMPTION, EXCHANGE OR TERMINATION
OCCURS. THE RIGHTS ARE SUBJECT TO REDEMPTION AT $0.001 PER RIGHT AND TO EXCHANGE ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT.
UNDER CERTAIN CIRCUMSTANCES, RIGHTS THAT ARE OR WERE ACQUIRED OR BENEFICIALLY OWNED BY AN ACQUIRING PERSON OR ANY ASSOCIATES OR
AFFILIATES THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), OR ANY
SUBSEQUENT HOLDER OF SUCH RIGHTS, MAY BECOME NULL AND VOID.


 


Right
Certificate


 


TAILORED
BRANDS, INC.


 


 


This
certifies that ___________________________, or his, her or its 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
(as may be amended from time to time, the “Rights Agreement”), dated as of March 30, 2020, between Tailored
Brands, Inc., a Texas corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a
New York limited liability company, as rights agent (or any successor rights agent) (the “Rights Agent”), to
purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior
to the Final Expiration Date (as such term is defined in the Rights Agreement) or earlier under certain circumstances set forth
in the Rights Agreement, at the office or offices of the Rights Agent designated for such purpose, or at the office of its successor
as Rights Agent, one one-thousandth of a fully paid non-assessable share of Series A Preferred Stock, par value $0.01 per share,
of the Company (the “Preferred Shares”), at a purchase price of $15.00 per one one-thousandth of a Preferred
Share (the “Purchase Price”), upon presentation and surrender of this Right Certificate with the Form of Election
to Purchase properly completed and duly executed, accompanied by such documentation as the Rights Agent may reasonably request.
The number of Rights evidenced by this Right Certificate (and the number of one one-thousandths of a Preferred Share which may
be purchased upon exercise hereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price
as of March 30, 2020, based on the Preferred Shares as constituted at such date. As provided in the Rights Agreement, the Purchase
Price and the number of one one-thousandths of a Preferred Share which may be purchased upon the exercise of the Rights evidenced
by this Right Certificate are subject to modification and adjustment upon the happening of certain events.


 






     


     


    

 


From
and after the occurrence of a Stock Acquisition Date (as defined in the Rights Agreement), if the Rights evidenced by this Right
Certificate are or were acquired or Beneficially Owned by an Acquiring Person or an Associate or Affiliate of an Acquiring Person,
such Rights shall become void, and any holder of such Rights shall thereafter have no right to exercise such Rights.


 


This
Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and
conditions are incorporated herein by this reference and made a part hereof, and to which Rights Agreement reference is made for
a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the
Company and the holders of the Right Certificates. Copies of the Rights Agreement are on file at the principal executive offices
of the Company and the office or offices of the Rights Agent designated for such purpose.


 


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


 


Subject
to the provisions of the Rights Agreement, at the Company’s option, the Rights evidenced by this Certificate (i) may
be redeemed by the Company at a redemption price of $0.001 per Right or (ii) may be exchanged in whole or in part for shares
of the Company’s common stock, par value $0.01 per share, Preferred Shares, cash, debt securities, or other assets, property
or instruments. The shares and other securities transferred as part of the exchange may be transferred to a trust created upon
such terms as the Board of Directors of the Company may determine.


 






    - B - 2 -


     


    

 


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


 


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


 


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


 









    - B - 3 -


     


    

 


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


 


	Attest:	Tailored
                                   Brands, Inc.



 


	 	 	By:	 




 


Countersigned:


 


	 	 	 
	Rights
    Agent	 	 



 


	By:	 	 	 
	 	Authorized
    Signature	 	 




 









    - B - 4 -


     


    

 


Form
of Reverse Side of Right Certificate


 


FORM
OF ASSIGNMENT


 


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


 


FOR
VALUE RECEIVED, ___________________________________ hereby sells, assigns and transfers unto _______________________________ 


 


(Please
print name and address of transferee)


 


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


 


	Date:	 	 	 
	 	Signature




 


Signature
Guaranteed:


 


Signatures
must be guaranteed by an eligible guarantor institution (bank, stock broker or savings and loan association with membership in
an approved signature medallion program).


 


	 	 



 


The
undersigned hereby certifies that the Rights evidenced by this Right Certificate are not Beneficially Owned by, were not acquired
by the undersigned from, and are not being assigned to an Acquiring Person or an Affiliate or Associate thereof and are not issued
with respect to Common Shares underlying a Derivative Position described in the definition of Beneficial Owner (as such terms
are defined in the Rights Agreement).


 


 


		 	Signature
	 	 	 




 









    - B - 5 -


     


    

 




Form
of Reverse Side of Right Certificate -- continued


 


FORM
OF ELECTION TO PURCHASE


 


(To
be executed if holder desires to exercise the Right Certificate.)


 


TO
TAILORED BRANDS, INC.:


 


The
undersigned hereby irrevocably elects to exercise _______________ Rights represented by this Right Certificate to purchase the
Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such Preferred Shares be issued
in the name of:


 


Please
insert Social Security or other identifying number:__________________________________________.


 





 



(Please
print name and address)


 





 



 


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


 


Please
insert Social Security or other identifying number:__________________________________________.


 





 






(Please
print name and address)


 


	Dated:
    _____________ __, ______	 
	 	Signature




 


(Signature
must conform to the holder specified on the Right Certificate)


 


Signature
Guaranteed:


 


Signatures
must be guaranteed by an eligible guarantor institution (bank, stock broker or savings and loan association with membership in
an approved signature medallion program).


 


__________________________________


 









    - B - 6 -


     


    

 


Form
of Reverse Side of Right Certificate -- continued


 


The
undersigned hereby certifies that the Rights evidenced by this Right Certificate are not Beneficially Owned by, were not acquired
by the undersigned from, and are not being assigned to an Acquiring Person or an Affiliate or Associate thereof and are not issued
with respect to Common Shares underlying a Derivative Position described in the definition of Beneficial Owner (as such terms
are defined in the Rights Agreement).


 


	 	
	 	Signature




 


__________________________________


 


NOTICE


 


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


 


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


 






    - B - 7 -


     


    

 





EXHIBIT C


 


 


 


UNDER
CERTAIN CIRCUMSTANCES, RIGHTS THAT ARE OR WERE ACQUIRED OR BENEFICIALLY OWNED BY AN ACQUIRING PERSON OR ANY ASSOCIATES OR AFFILIATES
THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), OR ANY SUBSEQUENT HOLDER OF SUCH RIGHTS, MAY BECOME NULL AND VOID


 


SUMMARY
OF RIGHTS TO PURCHASE


 


PREFERRED
SHARES


 


On
March 30, 2020, the Board of Directors of Tailored Brands, Inc., a Texas corporation (the “Company”), declared
a dividend of one preferred share purchase right (a “Right”) for each outstanding share of common stock, par
value $0.01 per share, of the Company (the “Common Shares”), outstanding on April 9, 2020 (the “Record
Date”) to the shareholders of record on that date. Each Right entitles the registered holder to purchase from the Company
one one-thousandth of a share of Series A Preferred Stock, par value $0.01 per share, of the Company (the “Preferred
Shares”), at a price of $15.00 per one one-thousandth of a Preferred Share represented by a Right (the “Purchase
Price”), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the “Rights
Agreement”), dated as of March 30, 2020, between the Company and American Stock Transfer & Trust Company, LLC, a
New York limited liability company, as rights agent (or any successor rights agent), as it may from time to time be amended or
supplemented pursuant to its terms. Capitalized terms used but not defined in this summary have the meanings ascribed to such
terms in the Rights Agreement.


 


Until
the earlier to occur of (i) the Close of Business on the tenth day following the acquisition of Beneficial Ownership of 10% (20%
in the case of a 13G Investor) or more of the outstanding Common Shares (including ownership of a Derivative Position) by a Person
or group of affiliated or associated Persons (an “Acquiring Person”) (or, in the event that an exchange is effected
in accordance with Section 24 of the Rights Agreement and the Board of Directors determines that a later date is advisable, then
such later date) and (ii) ten Business Days (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) following the commencement of, or of the first public announcement
of the intention to commence, a tender offer or exchange offer the consummation of which would result in the Beneficial Ownership
by a Person or group of 10% or more of the outstanding Common Shares (the earlier of such dates, the “Distribution Date”),
the Rights will be evidenced by Common Share certificates with a copy of this Summary of Rights attached thereto (unless such
Rights are recorded in book-entry); provided, that each certificate (or other evidence of book-entry or other uncertificated
ownership) representing Common Shares outstanding as of the Close of Business on the Record Date evidencing the Rights shall be
deemed to incorporate by reference the terms of the Rights Agreement.


 






     


     


    

 


A
Person shall not be deemed to be an Acquiring Person if such Person, together with all Affiliates and Associates of such Person,
at the time of the first public announcement of the Rights Agreement, is a Beneficial Owner of 10% or more of the Common Shares
then outstanding (a “Grandfathered Shareholder”); provided, that if a Grandfathered Shareholder becomes
(other than pursuant to the vesting or exercise of any equity awards issued to a member of the Board of Directors or pursuant
to additional grants of any such equity awards to a member of the Board of Directors), after the date of the Rights Agreement,
the Beneficial Owner of any additional Common Shares (regardless of whether, thereafter or as a result thereof, there is an increase,
decrease or no change in the percentage of Common Shares then outstanding Beneficially Owned by such Grandfathered Shareholder)
then such Grandfathered Shareholder shall be deemed to be an Acquiring Person unless, upon such acquisition of Beneficial Ownership
of additional Common Shares, such Person is not the Beneficial Owner of 10% or more of the Common Shares then outstanding; provided,
further, that upon the first decrease of a Grandfathered Shareholder’s Beneficial Ownership below 10%, such Grandfathered
Shareholder shall no longer be deemed to be a Grandfathered Shareholder. For the avoidance of doubt, in the event that after the
time of the first public announcement of the Rights Agreement, any agreement, arrangement or understanding pursuant to which any
Grandfathered Shareholder is deemed to be the Beneficial Owner of Common Shares expires, is settled in whole or in part, terminates
or no longer confers any benefit to or imposes any obligation on the Grandfathered Shareholder, any direct or indirect replacement,
extension or substitution of such agreement, arrangement or understanding with respect to the same or different Common Shares
that confers Beneficial Ownership of Common Shares shall be considered the acquisition of Beneficial Ownership of additional Common
Shares by the Grandfathered Shareholder and render such Grandfathered Shareholder an Acquiring Person for purposes of the Rights
Agreement unless, upon such acquisition of Beneficial Ownership of additional Common Shares, such Person is not the Beneficial
Owner of 10% or more of the Common Shares then outstanding.


 


No
Person which, together with all Affiliates and Associates of such Person, is the Beneficial Owner of Common Shares representing
less than 20% of the Common Shares then outstanding, and which is entitled to file, and files, a statement on Schedule 13G (“Schedule 13G”)
pursuant to Rule 13d-1(b) or Rule 13d-1(c) of the General Rules and Regulations under the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), as in effect at the time of the public announcement of the declaration of the Rights
with respect to the Common Shares Beneficially Owned by such Person (a “13G Investor”), shall be deemed to be an “Acquiring
Person”; provided, that a Person who was deemed a 13G Investor shall no longer be deemed such if it files a statement
on Schedule 13D (“Schedule 13D”) pursuant to Rule 13d-1(a), 13d-1(e), 13d-1(f) or 13d-1(g) of the General Rules and
Regulations under the Exchange Act as in effect at the time of the public announcement of the declaration of the Rights with respect
to the Common Shares Beneficially Owned by such Person, and shall be deemed an Acquiring Person if it is the Beneficial Owner
of 10% or more of the Common Shares then outstanding at any point from the time it first files such a statement on Schedule 13D;
provided, further, that if at such time such Person’s Beneficial Ownership is not less than 10%, then such
Person shall have 30 days from such time to reduce its Beneficial Ownership (together with all Affiliates and Associates
of such Person) to below 10% of the Common Shares before being deemed an “Acquiring Person” but shall be deemed an
 “Acquiring Person” if after reducing its Beneficial Ownership to below 10% it subsequently becomes the Beneficial
Owner of 10% or more of the Common Shares or if, prior to reducing its Beneficial Ownership to below 10%, it increases (or makes
any offer or takes any other action that would increase) its Beneficial Ownership of the then-outstanding Common Shares above
the lowest Beneficial Ownership of such Person at any time during such 30-day period.


 






    - C - 2 -


     


    

 





“Beneficial
Ownership” shall include any securities (i) which a Person or any of such Person’s Affiliates or Associates beneficially
owns, directly or indirectly, within the meaning of Rules 13d-3 or 13d-5 promulgated under the Exchange Act, or has the right
or ability to vote, or the right to acquire, pursuant to any agreement, arrangement or understanding (except under limited circumstances),
(ii) which are directly or indirectly Beneficially Owned by any other Person with which a Person has any agreement, arrangement
or understanding for the purpose of acquiring, holding, voting or disposing of such securities, or changing, obtaining or influencing
control of the Company or (iii) which are subject of, or reference securities for, or that underlie, certain derivative positions
of any Person or any of such Person’s Affiliates or Associates.


 


The
Rights Agreement provides that, until the Distribution Date (or earlier expiration or redemption of the Rights), the Rights will
be transferred with and only with the Common Shares. New Rights will accompany any new Common Shares issued by the Company after
the Record Date, until the Distribution Date (or earlier expiration or redemption of the Rights). Until the Distribution Date
(or earlier redemption or expiration of the Rights), new Common Share certificates issued after the Record Date or upon transfer
or new issuance of Common Shares will contain a notation incorporating the Rights Agreement by reference. Until the Distribution
Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for Common Shares outstanding
as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute
the transfer of the Rights associated with the Common Shares represented by such certificate. As soon as practicable following
the Distribution Date, separate certificates evidencing the Rights (“Right Certificates”) will be mailed to
holders of record of the Common Shares as of the Distribution Date, and such separate Right Certificates alone will evidence the
Rights (unless such Rights are recorded in book-entry).


 


The
Rights are not exercisable until the Distribution Date. The Rights will expire on the Close of Business on March 29, 2021 (the
 “Final Expiration Date”).


 


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


 


The
number of outstanding Rights and the number of Preferred Shares issuable upon exercise of each Right are also subject to adjustment
in the event of a stock split of the Common Shares or a stock dividend on the Common Shares payable in Common Shares or subdivisions,
consolidations or combinations of the Common Shares occurring, in any such case, prior to the Distribution Date.


 






    - C - 3 -


     


    

 





Preferred
Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a quarterly dividend
payment of 1,000 multiplied by the dividend declared per Common Share. In the event of liquidation, the holders of the Preferred
Shares will be entitled to a payment per share equal to 1,000 multiplied by the aggregate payment made per Common Share.
Each Preferred Share will have 1,000 votes, voting together with the Common Shares. In the event of any merger, consolidation
or other transaction in which Common Shares are exchanged, each Preferred Share will be entitled to receive 1,000 multiplied by
the amount received per Common Share.


 


From
and after the time any Person becomes an Acquiring Person, if the Rights evidenced by this Right Certificate are or were acquired
or Beneficially Owned by an Acquiring Person or an Associate or Affiliate of an Acquiring Person (as such terms are defined in
the Rights Agreement), such Rights shall become void, and any holder of such Rights shall thereafter have no right to exercise
such Rights.


 


If
any Person becomes an Acquiring Person, proper provision shall be made so that each holder of a Right, other than Rights Beneficially
Owned by the Acquiring Person and its Affiliates and Associates (all of which will thereafter be void), will thereafter have the
right to receive upon exercise that number of Common Shares having a market value of two times the exercise price of the Right.
If the Board of Directors so elects, the Company may deliver upon payment of the exercise price of a Right an amount of cash,
securities, or other property equivalent in value to the Common Shares issuable upon exercise of a Right.


 


If,
at any time after a Person becomes an Acquiring Person, the Company is acquired in a merger or other business combination transaction
or 50% or more of its consolidated assets or Earning Power (as defined in the Rights Agreement) are sold, proper provision will
be made so that each holder of a Right will thereafter have the right to receive, upon the exercise thereof at the then current
exercise price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction
will have a market value of two times the exercise price of the Right.


 


At
any time after any Person becomes an Acquiring Person and prior to the acquisition by any Person or group of a majority of the
outstanding Common Shares, the Board of Directors may exchange the Rights (other than Rights owned by such Person or group which
have become void), in whole or in part, at an exchange ratio of two Common Shares per Right (subject to adjustment). The shares
and other securities transferred as part of the exchange may be transferred to a trust created upon such terms as the Board of
Directors of the Company may determine.


 


With
certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of
at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples
of one one-thousandth of a Preferred Share, which may, at the election of the Company, be evidenced by depositary receipts), and
in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day
prior to the date of exercise.


 






    - C - 4 -


     


    

 





At
any time prior to the time any Person becomes an Acquiring Person, the Board of Directors may redeem the Rights in whole, but
not in part, at a price of $0.001 per Right (the “Redemption Price”). The redemption of the Rights may be made
effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish.
Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders
of Rights will be to receive the Redemption Price.


 


The
terms of the Rights may be amended by the Board of Directors without the consent of the holders of the Rights. However, from and
after such time as any Person becomes an Acquiring Person, the Rights Agreement shall not be amended or supplemented in any manner
which would adversely affect the interests of the holders of Rights (other than an Acquiring Person and its Affiliates and Associates).


 


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


 


A
copy of the Rights Agreement has been filed with the Securities and Exchange Commission as an Exhibit to a Current Report on Form 8-K.
A copy of the Rights Agreement is available free of charge from the Company. The foregoing summary of the Rights does not purport
to be complete and is qualified in its entirety by reference to the Rights Agreement, which is hereby incorporated herein by reference.


 






    - C - 5 -