EXHIBIT 4.1

    

    

    CHICO’S FAS, INC.

    

    

    and

    

    

    AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Rights Agent

    

    

    RIGHTS AGREEMENT

    Dated as of April 2, 2020

    

    

    
      
        


    

     

    TABLE OF CONTENTS

     

      

    	 	 	
            Page

          
	
            Section 1.

          	
            Certain Definitions

          	
            1

          
	
            Section 2.

          	
            Appointment of Rights Agent

          	
            9

          
	
            Section 3.

          	
            Issue of Right Certificates

          	
            9

          
	
            Section 4.

          	
            Form of Right Certificates

          	
            11

          
	
            Section 5.

          	
            Countersignature and Registration

          	
            12

          
	
            Section 6.

          	
            Transfer, Split Up, Combination and Exchange of Right Certificates; Mutilated, Destroyed, Lost or Stolen Right Certificates; Uncertificated Rights

          	
            12

          
	
            Section 7.

          	
            Exercise of Rights, Purchase Price; Expiration Date of Rights

          	
            13

          
	
            Section 8.

          	
            Cancellation and Destruction of Right Certificates

          	
            15

          
	
            Section 9.

          	
            Availability of Shares of Preferred Stock

          	
            16

          
	
            Section 10.

          	
            Preferred Stock Record Date

          	
            17

          
	
            Section 11.

          	
            Adjustment of Purchase Price, Number and Kind of Shares and Number of Rights

          	
            17

          
	
            Section 12.

          	
            Certificate of Adjusted Purchase Price or Number of Shares

          	
            25

          
	
            Section 13.

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

          	
            25

          
	
            Section 14.

          	
            Fractional Rights and Fractional Shares

          	
            28

          
	
            Section 15.

          	
            Rights of Action

          	
            30

          
	
            Section 16.

          	
            Agreement of Right Holders

          	
            30

          
	
            Section 17.

          	
            Right Certificate Holder Not Deemed a Stockholder

          	
            31

          
	
            Section 18.

          	
            Concerning the Rights Agent

          	
            31

          
	
            Section 19.

          	
            Merger or Consolidation or Change of Name of Rights Agent

          	
            31

          
	
            Section 20.

          	
            Duties of Rights Agent

          	
            32

          
	
            Section 21.

          	
            Change of Rights Agent

          	
            34

          
	
            Section 22.

          	
            Issuance of New Right Certificates

          	
            35

          
	
            Section 23.

          	
            Redemption

          	
            35

          
	
            Section 24.

          	
            Exchange

          	
            36

          
	
            Section 25.

          	
            Notice of Certain Events

          	
            37

          
	
            Section 26.

          	
            Notices

          	
            38

          
	
            Section 27.

          	
            Supplements and Amendments

          	
            39

          
	
            Section 28.

          	
            Successors

          	
            39

          
	
            Section 29.

          	
            Benefits of this Agreement

          	
            39

          


    

    

    

    

    
      i

      
        


    

    

    

    

    

    	
            Section 30.

          	
            Determinations and Actions by the Board of Directors

          	
            40

          
	
            Section 31.

          	
            Severability

          	
            40

          
	
            Section 32.

          	
            Governing Law; Waiver of Jury Trial

          	
            40

          
	
            Section 33.

          	
            Counterparts

          	
            40

          
	
            Section 34.

          	
            Effectiveness

          	
            40

          
	
            Section 35.

          	
            Descriptive Headings; Interpretation

          	
            40

          
	
            Section 36.

          	
            Force Majeure

          	
            40

          


    

    

    

    

    

    

    

    

    
      ii

      
        


    

    
    RIGHTS AGREEMENT

    Rights Agreement, dated as of April 2, 2020 (as amended, supplemented or
      otherwise modified from time to time, the “Agreement”), between Chico’s FAS, Inc., a Florida corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, as Rights Agent (the “Rights Agent”).

    The Board of Directors of the Company has adopted resolutions creating a series of preferred stock designated as
      “Series A Junior Participating Preferred Stock” and authorized the issuance and declared a dividend of one preferred share purchase right (a “Right”) for each share of Common Stock (as hereinafter defined) outstanding as of the Close of
      Business (as defined below) on April 13, 2020 (the “Record Date”), each Right initially representing the right to purchase one ten-thousandth (subject to adjustment as provided herein) of a share of Preferred Stock (as hereinafter defined),
      upon the terms and subject to the conditions herein set forth, and has further authorized and directed the issuance of one Right (subject to adjustment as provided herein) with respect to each share of Common Stock that shall become outstanding
      between the Record Date and the earlier of the Distribution Date and the Expiration Date (as such terms are hereinafter defined); provided, however, that Rights may be issued with respect to shares of Common Stock that shall become
      outstanding after the Distribution Date and prior to the Expiration Date in accordance with Section 22.

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

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

    (a)          “Acquiring
          Person” shall mean any Person (as such term is hereinafter defined) who or which, together with all Affiliates and Associates of such Person, shall be the Beneficial Owner (as such term is hereinafter defined) of 10% or more of the shares of
        Common Stock then outstanding, but shall not include (i) an Exempt Person (as such term is hereinafter defined) or (ii) a Passive Institutional Investor (as such term is hereinafter defined), so long as, in the case of this clause (ii), such Person
        is not the Beneficial Owner of 20% or more of the shares of Common Stock then outstanding, but subject to the provisions in the definition of “Passive Institutional Investor”; provided, however, that

    (i)          if

        the Board of Directors of the Company determines that a Person who would otherwise be an “Acquiring Person” became the Beneficial Owner of a number of shares of Common Stock such that the Person would otherwise qualify as an “Acquiring Person”
        inadvertently (including because (A) such Person was unaware that it beneficially owned that number of shares of Common Stock that would otherwise cause such Person to be an “Acquiring Person” or (B) such Person was aware of the extent of its
        Beneficial Ownership of Common Stock but had no actual knowledge of the consequences of such Beneficial Ownership under this Agreement) and without any intention of

    
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    obtaining, changing or influencing control of the Company, then such Person shall not be deemed to be or to have become an “Acquiring
      Person” for any purposes of this Agreement unless and until such Person shall have failed to divest itself, as soon as practicable (as determined by the Board of Directors of the Company), of Beneficial Ownership of a sufficient number of shares of
      Common Stock so that such Person would no longer otherwise qualify as an “Acquiring Person”;

     

    

    (ii)          if,

        as of the date hereof or prior to the first public announcement of the adoption of this Agreement, any Person (together with its Affiliates and Associates) is or becomes the Beneficial Owner of 10% (20% in the case of a Passive Institutional
        Investor) or more of the shares of Common Stock outstanding, such Person shall not be deemed to be or to become an “Acquiring Person” unless and until such time as such Person shall, after the first public announcement of the adoption of this
        Agreement, become the Beneficial Owner of any additional shares of Common Stock (other than pursuant to a dividend or distribution paid or made by the Company on the outstanding Common Stock or pursuant to a split or subdivision of the outstanding
        Common Stock) that would cause such Person’s Beneficial Ownership of the Common Stock outstanding to exceed by any amount such Person’s Beneficial Ownership as of the date of this Agreement, in which case such Person will become an Acquiring
        Person;

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

    (iv)          no

        Person shall become an “Acquiring Person” solely as the result of an acquisition of shares of Common Stock by the Company which, by reducing the number of shares of Common Stock outstanding, increases the proportion of the shares of Common Stock
        beneficially owned by such Person to 10% (20% in the case of a Passive Institutional Investor) or more of the Common Stock then outstanding; provided, however, that if a Person shall become the Beneficial Owner of 10% (20% in the
        case of a Passive Institutional Investor) or more of the shares of Common Stock then outstanding by reason of such share acquisitions by the Company and shall thereafter become the Beneficial Owner of any additional shares of Common Stock (other
        than pursuant to a dividend or distribution paid or made by the Company on the outstanding Common Stock or pursuant to a split or subdivision of the outstanding Common Stock), then such Person shall be deemed to be an “Acquiring Person” unless,
        upon becoming the Beneficial Owner of such additional shares of Common Stock, such Person does not beneficially own 10% (20% in the case of a Passive Institutional Investor) or more of the shares of Common Stock then outstanding; and

    (v)          no

        Person shall become an “Acquiring Person” solely as the result of the acquisition by such Person of Beneficial Ownership of shares of Common Stock from an individual who, on the later of the date hereof and the first public announcement of this
        Agreement, is the Beneficial Owner of 10% (20% in

    
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    the case of a Passive Institutional Investor) or more of the Common Stock then outstanding if such shares of Common Stock are received
      by such Person upon such individual’s death pursuant to such individual’s will or pursuant to a charitable trust created by such individual for estate planning purposes unless and until such time as such Person shall become the Beneficial Owner of
      any additional shares of Common Stock (other than pursuant to a dividend or distribution paid or made by the Company on the outstanding Common Stock or pursuant to a split or subdivision of the outstanding Common Stock), unless, upon becoming the
      Beneficial Owner of such additional shares of Common Stock, such Person is not then the Beneficial Owner of 10% (20% in the case of a Passive Institutional Investor) or more of the shares of Common Stock then outstanding.

    

    

    With respect to any Person, for all purposes of this Agreement, any calculation of the number of shares of Common Stock outstanding
      at any particular time, including for purposes of determining the particular percentage of the outstanding shares of Common Stock of which such Person is the Beneficial Owner, shall include the number of shares of Common Stock not outstanding at the
      time of such calculation that such Person is otherwise deemed to beneficially own for purposes of this Agreement, but the number of shares of Common Stock not outstanding that such Person is otherwise deemed to beneficially own for purposes of this
      Agreement shall not be included for the purpose of computing the percentage of the outstanding shares of Common Stock beneficially owned by any other Person (unless such other Person is also otherwise deemed to beneficially own for purposes of this
      Agreement such shares of Common Stock not outstanding).

    (b)          “Affiliate”
        and “Associate” shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Exchange Act (as such term is hereinafter defined).

    (c)          “Agreement”
        shall have the meaning set forth in the preamble.

    (d)          “Articles of
          Incorporation” shall mean the Amended and Restated Articles of Incorporation of the Company, as filed with the Secretary of State of the State of Florida on August 17, 2016 as may be amended and/or restated from time to time.

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

    (i)          which

        such Person or any of such Person’s Affiliates or Associates is deemed to beneficially own, directly or indirectly, within the meaning of Rule l3d-3 of the General Rules and Regulations under the Exchange Act;

    (ii)          which

        such Person or any of such Person’s Affiliates or Associates has, directly or indirectly: (A) the right or obligation to acquire (whether such right is exercisable, or such obligation is required to be performed, immediately or only after the
        passage of time, upon compliance with regulatory requirements, upon the satisfaction of conditions (whether or not within the control

    
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    of such Person) or otherwise) pursuant to any agreement, arrangement or understanding (whether or not in writing) (other than
      customary agreements with and between underwriters and selling group members with respect to a bona fide public offering of securities), or upon the exercise of conversion rights, exchange rights, rights (other than the Rights), warrants or options,
      or otherwise; provided, however, that a Person shall not be deemed the Beneficial Owner of, or to beneficially own, (w) securities tendered pursuant to a tender or exchange offer made by or on behalf of such Person or any of such
      Person’s Affiliates or Associates until such tendered securities are accepted for purchase or exchange, (x) securities which such Person has a right to acquire upon the exercise of Rights at any time prior to the time that any Person becomes an
      Acquiring Person, (y) securities issuable upon the exercise of Rights from and after the time that any Person becomes an Acquiring Person if such Rights were acquired by such first Person or any of such first Person’s Affiliates or Associates prior
      to the Distribution Date or pursuant to Section 3(a) or Section 22 hereof (“Original Rights”) or pursuant to Section 11(h) or Section 11(m) with respect to an adjustment to Original Rights, or (z) securities which such Person or any of such
      Person’s Affiliates or Associates may acquire, does or do acquire or may be deemed to have the right to acquire, pursuant to any merger or other acquisition agreement between the Company and such Person (or one or more of such Person’s Affiliates or
      Associates) if such agreement has been approved by the Board of Directors of the Company prior to such Person’s becoming an Acquiring Person; or (B) the right to vote pursuant to any agreement, arrangement or understanding (whether or not in
      writing); provided, however, that a Person shall not be deemed the Beneficial Owner of, or to beneficially own, any security by reason of such agreement, arrangement or understanding if the agreement, arrangement or understanding to
      vote such security (1) arises solely from a revocable proxy or consent given to such Person in response to a public proxy or consent solicitation made pursuant to, and in accordance with, the applicable rules and regulations promulgated under the
      Exchange Act, (2) is not also then reportable on Schedule 13D under the Exchange Act (or any comparable or successor report) and (3) does not constitute a trust, proxy, power of attorney or other device with the purpose or effect of allowing two or
      more persons, acting in concert, to avoid being deemed Beneficial Owners of such security or otherwise avoid the status of Acquiring Person under the terms of this Agreement or as part of a plan or scheme to evade the reporting requirements under
      Schedule 13D or Sections 13(d) or 13(g) of the Exchange Act;

     

    

    (iii)          which are beneficially owned, directly or indirectly, by any other Person (or any Affiliate or Associate of such other Person) and with respect to which such first Person or any of such first Person’s Affiliates or Associates has (x) any
        agreement, arrangement or understanding (whether or not in writing) (other than customary agreements with and between underwriters and selling group members with respect to a bona fide public offering of securities) for the purpose of acquiring,
        holding, voting (except to the extent contemplated by the proviso to Section 1(e)(ii)(B)) or disposing of such securities or (y) any agreement, arrangement or understanding (whether or not in writing) to cooperate in obtaining, changing or
        influencing control of the issuer of such securities; or

    
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    (iv)          which are
        beneficially owned, directly or indirectly, by a Counterparty (or any of such Counterparty’s Affiliates or Associates) under any Derivatives Contract (without regard to any short or similar position under the same or any other Derivatives Contract)
        to which such Person or any of such Person’s Affiliates or Associates is a Receiving Party (as such terms are hereinafter defined); provided, however, that the number of shares of Common Stock that a Person is deemed to beneficially
        own pursuant to this clause (iv) in connection with a particular Derivatives Contract shall not exceed the number of Notional Common Shares (as such term is hereinafter defined) with respect to such Derivatives Contract; provided further
        that the number of securities beneficially owned by each Counterparty (including its Affiliates and Associates) under a Derivatives Contract shall for purposes of this clause (iv) be deemed to include all securities that are beneficially owned,
        directly or indirectly, by any other Counterparty (or any of such other Counterparty’s Affiliates or Associates) under any Derivatives Contract to which such first Counterparty (or any of such first Counterparty’s Affiliates or Associates) is a
        Receiving Party, with this proviso being applied to successive Counterparties as appropriate;

    

    

    provided, however, that no Person who is an officer, director or employee of an Exempt Person shall be deemed, solely
      by reason of such Person’s status or authority as such, to be the “Beneficial Owner” of, to have “Beneficial Ownership” of or to “beneficially own” any securities that are “beneficially owned” (as defined in this Section l(c)), including in a
      fiduciary capacity, by an Exempt Person or by any other such officer, director or employee of an Exempt Person.

    (f)           “Book Entry”
        shall mean an uncertificated book entry for the Common Stock.

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

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

    (i)           “Common Stock”
        when used with reference to the Company or without reference shall mean the Common Stock, presently par value $0.01 per share, of the Company. “Common Stock” when used with reference to any Person other than the Company shall mean the common stock
        (or, in the case of any entity other than a corporation, the equivalent equity interest) with the greatest voting power of such other Person or, if such other Person is a Subsidiary (as such term is hereinafter defined) of another Person, the
        Person or Persons which ultimately control such first-mentioned Person.

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

    
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    (k)          “Company” shall have the meaning
        set forth in the preamble.

    

    

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

    (m)         “Derivatives
          Contract” shall mean any option, warrant, swap, participation, convertible security, stock appreciation right or other right or contract (in each case other than the Rights) between two parties that is designed to produce economic benefits
        and risks for one party (the “Receiving Party”, and the other party, the “Counterparty”), that has an exercise or conversion privilege or a settlement payment or mechanism at a price related to shares of Common Stock or a value
        determined in whole or in part with reference to, or derived in whole or in part from, the market price or value of shares of Common Stock or that is otherwise designed to produce the economic benefits and risks to a Person that correspond
        substantially to the ownership by such Person of a number of shares of Common Stock specified or referenced in such contract (such number corresponding to such economic benefits and risks, the “Notional Common Shares”), and that increases in
        value as the value of shares of Common Stock increases or that provides to the holder of such contract an opportunity, directly or indirectly, to profit or share in any profit derived from any increase in the value of shares of Common Stock (in any
        case, regardless of (i) whether such contract, right or derivative transaction conveys any voting rights, (ii) whether obligations under such contract, right or derivative transaction are required or permitted to be settled, in whole or in part,
        through the delivery of cash, shares of Common Stock or other property, (iii) any short or similar position under the same or any other Derivative Contract, or (iv) whether or not presently exercisable), but shall not include:

    (i)          rights

        of a bona fide pledgee of shares of Common Stock to sell the shares of Common Stock upon the bona fide exercise of its rights as a secured party;

    (ii)          rights

        of all holders of shares of Common Stock to receive shares of Common Stock, or obligations of all holders of shares of Common Stock to dispose of shares of Common Stock, pro rata, as a result of a merger, exchange offer or consolidation involving
        the Company;

    (iii)          interests in broad-based index options, broad-based index futures and broad-based publicly traded market baskets of stocks approved for trading by the appropriate federal governmental authority;

    (iv)          interests

        or rights to participate in, or awards under, employee benefit plans of the Company established by the Company and held by employees or former employees of the Company or their permitted transferees; or

    (v)          options

        granted to an underwriter in a registered public offering for the purpose of satisfying over-allotments in such offering.

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

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

     

      

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

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

    (r)           “Exempt Person”
        shall mean the Company or any Subsidiary of the Company, in each case including in its fiduciary capacity, or any employee benefit plan of the Company or of any Subsidiary of the Company, or any entity or trustee holding (or acting in a fiduciary
        capacity in respect of) Common Stock for or pursuant to the terms of any such plan or for the purpose of funding any such plan or funding other employee benefits for employees of the Company or of any Subsidiary of the Company.

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

    (t)           “Final
          Expiration Date” shall have the meaning set forth in Section 7(a) hereof.

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

    (v)          “NASDAQ”
        shall mean The NASDAQ Stock Market LLC.

    (w)          “New York Stock
          Exchange” shall mean the New York Stock Exchange, Inc.

    (x)          “Passive
          Institutional Investor” shall mean any Person who or which has reported or is required to report Beneficial Ownership of shares of Common Stock of the Company on Schedule 13G under the Exchange Act (or any comparable or successor report), but
        only so long as (i) such Person is eligible to report such ownership on Schedule 13G under the Exchange Act (or any comparable or successor report), and (ii) such Person has not reported and is not required to report such ownership on Schedule 13D
        under the Exchange Act (or any comparable or successor report) and such Person does not hold shares of Common Stock of the Company on behalf of any other Person who is required to report Beneficial Ownership of shares of Common Stock of the Company
        on such Schedule 13D; provided that if a formerly Passive Institutional Investor should report or become required to report Beneficial Ownership of shares of Common Stock of the Company on Schedule 13D, that formerly Passive Institutional
        Investor will not be deemed to be or to have become an Acquiring Person if (A) at the time it reports or becomes required to report Beneficial Ownership of shares of Common Stock of the Company on Schedule 13D, that formerly Passive Institutional
        Investor has Beneficial Ownership of less than 10% of the Common Stock then outstanding; or (B) (1) it divests as promptly as practicable (but in any event not later than ten calendar days after becoming required to report on Schedule 13D)
        Beneficial Ownership of a sufficient number of shares

    
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    of Common Stock of the Company so that it would no longer be an “Acquiring Person,” as defined herein, and (2) prior to reducing its Beneficial Ownership
      of shares of Common Stock of the Company then outstanding to below 10%, it does not increase its Beneficial Ownership of the Common Stock then outstanding (other than by reason of share purchases by the Company) above such Person’s lowest Beneficial
      Ownership of the Common Stock then outstanding at any time during such ten calendar day period.

    

    

    (y)          “Person”
        shall mean any individual, firm, corporation, partnership, limited liability company, association, trust, joint venture, unincorporated organization or other entity, and shall include any successor (by merger or otherwise) of such entity, as well
        as any group under Rule 13d-5(b)(1) of the General Rules and Regulations under the Exchange Act.

    (z)           “Preferred
          Stock” shall mean the Series A Junior Participating Preferred Stock, par value $0.01 per share, of the Company having the rights and preferences set forth in the Articles of Amendment attached to this Agreement as Exhibit A.

    (aa)         “Principal
          Party” shall have the meaning set forth in Section 13(b) hereof.

    (bb)        “Purchase Price”
        shall have the meaning set forth in Section 7(b) hereof.

    (cc)         “Record Date”
        shall have the meaning set forth in the recitals hereto.

    (dd)        “Redemption Date”
        shall have the meaning set forth in Section 7(a) hereof.

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

    (ff)          “Right”
        shall have the meaning set forth in the recitals hereto.

    (gg)        “Right
          Certificate” shall have the meaning set forth in Section 3(a) hereof.

    (hh)        “Rights Agent”
        shall have the meaning set forth in the preamble.

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

    (jj)          “Section 11(a)(ii) Trigger

          Date” shall have the meaning set forth in Section 11(a)(iii) hereof.

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

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

    

    

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

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

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

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

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

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

    Section 2.          Appointment
          of Rights Agent.  The Company hereby appoints the Rights Agent to act as agent for the Company in accordance with the terms and conditions hereof, and the Rights Agent hereby accepts such appointment. The Company may from time to time appoint
        such co-Rights Agents as it may deem necessary or desirable (the term “Rights Agent” being used herein to refer, collectively, to the Rights Agent together with any such co-Rights Agents), upon ten (10) days’ prior written notice to the Rights
        Agent. In the event the Company appoints one or more co-Rights Agents, the respective duties of the Rights Agent and any co-Rights Agents shall be as the Company shall determine. 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.

    Section 3.          Issue of
          Right Certificates. The Rights shall be deemed issued, upon the terms and subject to the conditions set forth herein, as of the Record Date, or if later, the date on which the shares of Common Stock underlying such Rights become outstanding,
        provided that:

    (a)          Until the Close of
        Business on the earlier of (i) the tenth Business Day after the Stock Acquisition Date or (ii) such date (prior to such time as any Person becomes an Acquiring Person), if any, as may be determined by action of the Board of Directors of the Company
        after the date of the commencement by any Person (other than an Exempt Person) of, or of the first public announcement of the intention of any Person (other than an Exempt Person) to commence, a tender or exchange offer the consummation

    
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    of which would result in any Person (other than an Exempt Person) having Beneficial Ownership or becoming the Beneficial Owner of
      10% or more of the shares of Common Stock then outstanding (the earlier of such dates being herein referred to as the “Distribution Date”; provided, however, that the Distribution Date shall in no event be prior to the Record
      Date), (x) the Rights, unless earlier expired, redeemed or terminated, will be evidenced (subject to the provisions of Sections 3(b) and 3(c) hereof) by the certificates representing the shares of Common Stock registered in the names of the holders
      thereof (or by Book Entry shares in respect of such shares of Common Stock) and not by separate Right Certificates, and (y) the Rights will be transferable only in connection with the transfer of Common Stock. As soon as practicable after the
      Distribution Date, the Company will prepare and execute, the Rights Agent will countersign and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record
      holder of shares of Common Stock as of the Close of Business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person), at the address of such holder shown on the records of the Company or the
      transfer agent or registrar for the Common Stock, a Right Certificate, in substantially the form of Exhibit B hereto (a “Right Certificate”), evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock so
      held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates.

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

    (c)          Rights shall,
        without any further action, be issued in respect of all shares of Common Stock issued or disposed of by the Company after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date, or in certain circumstances
        provided in Section 22 hereof, after the Distribution Date. Certificates issued for Common Stock after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date, or in certain circumstances provided in Section 22
        hereof, after the Distribution Date shall have impressed on, printed on, written on or otherwise affixed to them a legend in substantially the following form:

    
      10

      
        


    

    This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights
      Agreement between Chico’s FAS, Inc. (the “Company”) and American Stock Transfer & Trust Company, LLC, as Rights Agent, dated as of April 2, 2020, as it may be amended, supplemented or otherwise modified from time to time (the “Rights Agreement”),
      the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by
      separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain
        circumstances, as set forth in the Rights Agreement, Rights owned by or transferred to any Person who is or becomes an Acquiring Person (as defined in the Rights Agreement) and certain transferees thereof will become null and void and will no
        longer be transferable.

    

    

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

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

    Section 4.          Form of
          Right Certificates.  The Right Certificates (and the forms of election to purchase shares of Preferred Stock and of assignment to be printed on the reverse thereof), when and if issued, shall be substantially in the form set forth in
        Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may
        be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or interdealer quotation system on which the Rights may from time to time be listed or quoted,
        or to conform to customary usage. Subject to the provisions of this Agreement, each Right Certificate shall entitle the holder thereof to purchase such number of one ten-thousandths of a share of Preferred Stock as shall be set forth therein at the
        Purchase Price, but the number of such one ten-thousandths of a

    
      11

      
        


    

    share of Preferred Stock and the Purchase Price shall be subject to adjustment as provided herein.

    

    

    Section 5.          Countersignature

          and Registration.

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

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

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

    (a)          Subject to the
        provisions of this Agreement, at any time after the Close of Business on the Distribution Date and prior to the Close of Business on the earliest of the Redemption Date, the Final Expiration Date or any occurrence of the events specified in Section
        7(a)(iii) hereof, any Right Certificate or Right Certificates (other than Right Certificates representing Rights that have become null and void pursuant to Section 11(a)(ii) hereof or that have been exchanged pursuant to Section 24 hereof) may be
        transferred, split up, combined or exchanged for another Right Certificate or Right Certificates, entitling the registered holder to purchase a like number of one ten-thousandths of a share of Preferred Stock (subject to adjustments as provided
        herein) as the Right Certificate or Right Certificates surrendered then entitled such holder to purchase. Any registered holder desiring to transfer, split up, combine or exchange any Right Certificate or Right Certificates shall make such request
        in writing delivered to the Rights Agent, and shall surrender the Right Certificate or Right Certificates to be transferred, split up, combined or exchanged at the office or agency of the Rights Agent designated for such

    
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    purpose. Thereupon the Rights Agent shall countersign and deliver to the Person entitled thereto a Right Certificate or Right Certificates, as the case
      may be, as so requested. The Company may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer, split up, combination or exchange of Right Certificates. The Rights Agent shall
      forward any such sum collected by it to the Company or to such Persons as the Company shall specify by written notice.

    

    

    (b)          Subject to the
        provisions of this Agreement, at any time after the Close of Business on the Distribution Date and prior to the Close of Business on the earlier of the Redemption Date, the Final Expiration Date or the occurrence of the events specified in Section
        7(a)(iii) hereof, 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 Right Certificates representing Rights that have become
        null and void pursuant to Section 11(a)(ii) hereof or that have been exchanged pursuant to Section 24 hereof), and, in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to them, and, at the Company’s request,
        reimbursement to the Company and the Rights Agent of all reasonable expenses incidental thereto, and upon surrender to the Rights Agent and cancellation of the Right Certificate if mutilated, the Company will make and deliver a new Right
        Certificate of like tenor to the Rights Agent for countersignature and delivery to the registered holder in lieu of the Right Certificate so lost, stolen, destroyed or mutilated.

    (c)          Notwithstanding any
        other provision hereof, the Company and the Rights Agent may amend this Agreement to provide for uncertificated Rights in addition to or in place of Rights evidenced by Right Certificates, to the extent permitted by applicable law.

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

    (a)          Except as otherwise
        provided herein, the Rights shall become exercisable on the Distribution Date, and thereafter the registered holder of any Right Certificate (other than Right Certificates representing Rights that have become null and void pursuant to
        Section 11(a)(ii) hereof or that have been exchanged pursuant to Section 24 hereof) may, subject to Section 11(a)(ii) hereof and except as otherwise provided herein, exercise the Rights evidenced thereby in whole or in part upon surrender of the
        Right Certificate, with the form of election to purchase on the reverse side thereof duly executed, to the Rights Agent at the office or agency of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price
        with respect to the total number of one ten-thousandths of a share of Preferred Stock (or other securities, cash or other assets, as the case may be) as to which the Rights are exercised and an amount equal to any tax or charge required to be paid
        in cash, or by certified check, cashier’s check or money order payable to the order of the Company, at any time which is both after the Distribution Date and prior to the time (the “Expiration Date”) that is the earliest of (i) the Close of
        Business on April 1, 2021 (the “Final Expiration Date”), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the “Redemption Date”), (iii) the closing of any merger or other acquisition transaction
        involving the Company pursuant to an agreement of the type described in Section 1(e)(ii)(A)(z) hereof, at which time the

    
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    Rights are terminated, or (iv) the time at which such Rights are exchanged as provided in Section 24 hereof.  Except for those provisions herein that
      expressly survive the termination of this Agreement, this Agreement shall terminate at such time as the Rights are no longer exercisable hereunder.

    

    

    (b)          The purchase price
        for each one ten-thousandth of a share of Preferred Stock purchasable upon the exercise of a Right shall be initially $12.00 (the “Purchase Price”). The Purchase Price and the number of one ten-thousandths of a share of Preferred Stock or
        other securities or property to be acquired upon exercise of a Right shall be subject to adjustment from time to time as provided in Sections 11 and 13 hereof and shall be payable in lawful money of the United States of America in accordance with
        paragraph (c) of this Section 7.

    (c)          Except as otherwise
        provided herein, upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase duly executed, accompanied by payment of the aggregate Purchase Price for the shares of Preferred Stock (or other
        securities, cash or other assets, as the case may be) to be purchased and an amount equal to any applicable transfer tax or charge required to be paid by the holder of such Right Certificate in accordance with Section 9(e) hereof, in cash or by
        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 Stock, or make available if the Rights Agent is the transfer
        agent for the Preferred Stock, certificates for the number of shares of Preferred Stock to be purchased, and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) requisition from a depositary agent
        appointed by the Company depositary receipts representing interests in such number of one ten-thousandths of a share of Preferred Stock as are to be purchased (in which case certificates for the Preferred Stock represented by such receipts shall be
        deposited by the transfer agent of the Preferred Stock with any such 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 shares in accordance with Section 14 hereof, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of
        the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder and (iv) when necessary to comply with this Agreement, after receipt, promptly deliver such cash to or upon the order of the
        registered holder of such Right Certificate.

    (d)          Except as otherwise
        provided herein, in case the registered holder of any Right Certificate shall exercise less than all of the Rights evidenced thereby, a new Right Certificate evidencing Rights equivalent to the exercisable Rights remaining unexercised shall be
        issued by the Rights Agent to the registered holder of such Right

    

    
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    Certificate or to such holder’s duly authorized assigns, subject to the provisions of Section 14 hereof.

    

    

    (e)          Notwithstanding
        anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder of Rights upon the occurrence of any purported transfer or exercise of Rights
        pursuant to Section 6 hereof or this Section 7 unless such registered holder shall have (i) completed and signed the certificate contained in the form of assignment or form of election to purchase set forth on the reverse side of the Right
        Certificate surrendered for such transfer or exercise, (ii) tendered the Purchase Price (and an amount equal to any applicable transfer tax or charge required to be paid by the holder of such Right Certificate in accordance with Section 9 to the
        Company in the manner set forth in Section 7(c), and (iii) provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the Company shall reasonably request.

    Section 8.         Cancellation

          and Destruction of Right Certificates.  All Right Certificates surrendered for the purpose of exercise, transfer, split up, combination or exchange shall, and any Right Certificate representing Rights that have become null and void pursuant
        to Section 11(a)(ii) surrendered for any purpose shall, if surrendered to the Company or to any of its agents, be delivered to the Rights Agent for cancellation or in canceled form, or, if delivered or surrendered to the Rights Agent, shall be
        canceled by it, and no Right Certificates shall be issued in lieu thereof except as expressly permitted by any of the provisions of this Agreement. The Company shall deliver to the Rights Agent for cancellation and retirement, and the Rights Agent
        shall so cancel and retire, any other Right Certificate purchased or acquired by the Company otherwise than upon the exercise thereof. The Rights Agent shall deliver all canceled Right Certificates to the Company, or shall, at the written request
        of the Company, destroy such canceled Right Certificates, and in such case shall deliver a certificate of destruction thereof to the Company. Subject to applicable law and regulation, the Rights Agent shall maintain in a retrievable database
        electronic records of all canceled or destroyed Rights Certificates which have been canceled or destroyed by the Rights Agent. The Rights Agent shall maintain such electronic records for the term of this Agreement and any additional time period
        required by applicable law and regulation. Upon written request of the Company (and at the expense of the Company), the Rights Agent shall provide to the Company or its designee copies of such electronic records relating to Rights Certificates
        canceled or destroyed by the Rights Agent and shall certify to the Company the accuracy of such records.

    Section 9.          Availability

          of Shares of Preferred Stock.

    (a)          The Company
        covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock or any shares of Preferred Stock held in its treasury, free from preemptive rights or any right of first refusal,
        the number of shares of Preferred Stock that will be sufficient to permit the exercise in full of all outstanding Rights.

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

    

    

    (c)          From and after such
        time as the Rights become exercisable, the Company shall use its best efforts, if then necessary to permit the issuance of shares of Preferred Stock (or, after a Flip-In Event, Common Stock or other securities) upon the exercise of Rights, to
        register and qualify shares of such securities under the Securities Act and any applicable state securities or “Blue Sky” laws (to the extent exemptions therefrom are not available), cause such registration statement and qualifications to become
        effective as soon as possible after such filing and keep such registration and qualifications effective (with a prospectus at all times meeting the requirements of the Securities Act) until the earlier of the date as of which the Rights are no
        longer exercisable for such securities and the Expiration Date. The Company may temporarily suspend, for a period of time not to exceed 120 days, the exercisability of the Rights in order to prepare and file a registration statement under the
        Securities Act and permit it to become effective. Upon any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as
        the suspension is no longer in effect. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction unless the requisite qualification in such jurisdiction shall have been obtained and
        until a registration statement under the Securities Act shall have been declared effective, unless an exemption therefrom is available.

    (d)          The Company
        covenants and agrees that it will take all such action as may be necessary to ensure that all shares of Preferred Stock (or other securities of the Company) delivered upon exercise of Rights shall, at the time of delivery of the certificates
        therefor (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and non-assessable shares.

    (e)          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 shares of Preferred Stock (or other
        securities of the Company) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax or charge which may be payable in respect of any transfer or delivery of Right Certificates to a Person other than, or the
        issuance or delivery of certificates or depositary receipts for the Preferred Stock (or other securities of the Company) in a name other than that of, the registered holder of the Right Certificate evidencing Rights surrendered for exercise or to
        issue or deliver any certificates or depositary receipts for Preferred Stock (or other securities of the Company) 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 reasonable satisfaction that no such tax or charge is due.

    
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    Section 10.          Preferred

          Stock Record Date.  Each Person in whose name any certificate for Preferred Stock is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the shares of Preferred Stock (or other securities
        of the Company) represented thereby on, and such certificate shall be dated, the date upon which the Right Certificate evidencing such Rights was duly surrendered with the forms of election and certification properly completed and duly executed and
        payment of the Purchase Price (and any applicable transfer taxes or charges) was made; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Stock 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 Stock transfer books of the Company are open. Prior to the exercise
        of the Rights evidenced thereby, the holder of a Right Certificate shall not be entitled to any rights of a holder of Preferred Stock for which the Rights shall be exercisable, including the right to vote or 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.

    Section 11.        Adjustment

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

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

    (ii)          Subject to
        Section 24 of this Agreement, in the event any Person becomes an Acquiring Person (the first occurrence of such event being referred to hereinafter as the “Flip-In Event”), then (A) the Purchase Price shall be adjusted to be the Purchase
        Price in effect immediately prior to the Flip-In Event multiplied by the number of one ten-thousandths of a share of Preferred Stock for which a Right was exercisable immediately prior to such Flip-In Event, whether or not such Right was then
        exercisable, and (B) each holder of a Right, except as otherwise provided in this Section 11(a)(ii) and

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

    

    

    (iii)         The Company may
        at its option substitute for a share of Common Stock issuable upon the exercise of Rights in accordance with the foregoing subparagraph (ii) a number of shares of Preferred Stock or fraction thereof such that the current per share market price of
        one share of Preferred Stock multiplied by such number or fraction is equal to the current per share market price of one share of Common Stock. In the event that there shall not be sufficient shares of Common Stock issued but not outstanding or
        authorized but unissued to permit the exercise in full of the Rights in accordance with the foregoing subparagraph (ii), the Board of Directors of the Company shall, with respect to such deficiency, to the extent permitted by applicable law and any
        material agreements then in effect to which the Company is a party, (A) determine the excess (such excess, the

    
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    “Spread”) of (1) the value of the shares of Common Stock issuable upon the exercise of a Right in accordance with the foregoing subparagraph
      (ii) (the “Current Value”) over (2) the Purchase Price (as adjusted in accordance with the foregoing subparagraph (ii)), and (B) with respect to each Right (other than Rights which have become null and void pursuant to the foregoing
      subparagraph (ii)), make adequate provision to substitute for the shares of Common Stock issuable in accordance with the foregoing subparagraph (ii) upon exercise of the Right and payment of the Purchase Price (as adjusted in accordance therewith),
      (1) cash, (2) a reduction in such Purchase Price, (3) shares of Preferred Stock or other equity securities of the Company (including shares or fractions of shares of preferred stock which, by virtue of having dividend, voting and liquidation rights
      substantially comparable to those of the shares of Common Stock are determined by the Board of Directors of the Company to have substantially the same value as the shares of Common Stock (such shares of Preferred Stock and shares or fractions of
      shares of preferred stock are hereinafter referred to as “Common Stock Equivalents”, and, when used with reference to any Person other than the Company, shall have a correlative meaning in respect of such Person’s Common Stock)), (4) debt
      securities of the Company, (5) other assets, or (6) any combination of the foregoing, having a value which, when added to the value of the shares of Common Stock issued upon exercise of such Right, shall have an aggregate value equal to the Current
      Value (less the amount of any reduction in such Purchase Price), where such aggregate value has been determined by the Board of Directors of the Company; provided, however, that if the Company shall not make adequate provision to
      deliver value pursuant to clause (B) above within thirty (30) days following the Flip-In Event (the date of the Flip-In Event being the “Section 11(a)(ii) Trigger Date”), then the Company shall be obligated to deliver, to the extent permitted
      by applicable law and any material agreements then in effect to which the Company is a party, upon the surrender for exercise of a Right and without requiring payment of such Purchase Price, shares of Common Stock (to the extent available), and then,
      if necessary, such number or fractions of shares of Preferred Stock (to the extent available) and then, if necessary, cash, which shares and/or cash have an aggregate value equal to the Spread. If, upon the occurrence of the Flip-In Event, the Board
      of Directors of the Company shall determine that it is likely that sufficient additional shares of Common Stock could be authorized for issuance upon exercise in full of the Rights, then, if the Board of Directors of the Company so elects, the thirty
      (30) day period set forth above may be extended to the extent necessary, but not more than ninety (90) days after the Section 11(a)(ii) Trigger Date, in order that the Company may seek stockholder approval for the authorization of such additional
      shares (such thirty (30) day period, as it may be extended, is herein called the “Substitution Period”). To the extent that the Company determines that action need be taken pursuant to the second and/or third sentence of this
      Section 11(a)(iii), the Company (x) shall provide, subject to Section 11(a)(ii) hereof and the last sentence of this Section 11(a)(iii) hereof, that such action shall apply uniformly to all outstanding Rights and (y) may suspend the exercisability of
      the Rights until the expiration of the Substitution Period in order to seek any authorization of additional shares and/or to decide the appropriate form of distribution to be made pursuant to such second sentence and to determine the value thereof.
      In the event of any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect.
      For purposes of this 

    
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    Section 11(a)(iii), the per share value of the shares of Common Stock shall be the current per share market price (as determined pursuant to
      Section 11(d)(i)) on the Section 11(a)(ii) Trigger Date and the per share or fractional value of any Common Stock Equivalent shall be deemed to equal the current per share market price of the Common Stock. The Board of Directors of the Company may,
      but shall not be required to, establish procedures to allocate the right to receive shares of Common Stock upon the exercise of the Rights among the holders of Rights pursuant to this Section 11(a)(iii).

    

    

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

    (c)          In case the Company
        shall fix a record date for the making of a distribution to all holders of the Preferred Stock (including any such distribution made in connection with a consolidation, merger or combination in which the Company is the continuing or surviving
        corporation) of evidences of indebtedness or assets (other than a regular quarterly cash dividend or a dividend payable in Preferred Stock) or subscription

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

    

    

    (d)          (i)          Except
        as otherwise provided herein, for the purpose of any computation hereunder, the “current per share market price” of any security (a “Security” for the purpose of this Section 11(d)(i)) on any date shall be deemed to be the average of the
        daily closing prices per share of such Security for the 30 consecutive Trading Days (as such term is hereinafter defined) immediately prior to such date; provided, however, that in the event that the current per share market price
        of the Security is determined during a period following the announcement by the issuer of such Security of (A) a dividend or distribution on such Security payable in shares of such Security or securities convertible into such shares, or (B) any
        subdivision, combination or reclassification of such Security, and prior to the expiration of 30 Trading Days after the ex-dividend date for such dividend or distribution, or the record date for such subdivision, combination or reclassification,
        then, and in each such case, the current per share market price shall be appropriately adjusted to reflect the current market price per share equivalent of such Security. The closing price for each day shall be the last sale price, regular way, or,
        in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported by the principal consolidated transaction reporting system with respect to securities listed or admitted to
        trading on the New York Stock Exchange or NASDAQ or, if the Security is not listed or admitted to trading on the New York Stock Exchange or NASDAQ, as reported in the principal consolidated transaction reporting system with respect to securities
        listed on the principal national securities exchange on which the Security is listed or admitted to trading or, if the Security is not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted,
        the average of the high and low asked prices in the over-the-counter market as reported by any system then in use, or, if not so quoted, the average of the closing bid and asked prices as furnished by a professional market maker making a market in
        the Security selected by the Board of Directors of the Company. The term “Trading Day” shall mean a day on which the principal national securities exchange on which the Security is listed or admitted to trading is open for the transaction of
        business or, if the Security is not listed or admitted to trading on any national securities exchange, a Business Day.

    
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    (ii)          For the purpose of any computation
        hereunder, if the Preferred Stock is publicly traded, the “current per share market price” of the Preferred Stock shall be determined in accordance with the method set forth in Section 11(d)(i). If the Preferred Stock is not publicly traded but the
        Common Stock is publicly traded, the “current per share market price” of the Preferred Stock shall be conclusively deemed to be the current per share market price of the Common Stock as determined pursuant to Section 11(d)(i) (appropriately
        adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof) multiplied by the then applicable Adjustment Number (as defined in and determined in accordance with the Articles of Amendment for the
        Preferred Stock). If neither the Common Stock nor the Preferred Stock is publicly traded, “current per share market price” shall mean the fair value per share as determined by the Board of Directors of the Company, whose determination shall be
        described in a statement filed with the Rights Agent and shall be binding on the Rights Agent.

    

    

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

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

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

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

    

    

    (i)          Irrespective of any
        adjustment or change in the Purchase Price or the number of one ten-thousandths of a share of Preferred Stock issuable upon the exercise of a Right, the Right Certificates theretofore and thereafter issued may continue to express the Purchase Price
        and the number of one ten-thousandths of a share of Preferred Stock, in each case as adjusted pursuant to the terms hereof, which were expressed in the initial Right Certificates issued hereunder.

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

    (k)          In any case in
        which this Section 11 shall require that an adjustment in the Purchase Price be made effective as of a record date for a specified event, the Company may elect to defer until the occurrence of such event issuing to the holder of any Right exercised
        after such record date the Preferred Stock and other capital stock or securities of the Company, if any, issuable upon such exercise over and above the Preferred

    
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    Stock and other capital stock or securities of the Company, if any, issuable upon such exercise on the basis of the Purchase Price in effect prior to
      such adjustment; provided, however, that the Company shall deliver to such holder a due bill or other appropriate instrument evidencing such holder’s right to receive such additional shares upon the occurrence of the event requiring
      such adjustment.

    

    

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

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

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

    Section 12.       Certificate
          of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or 13 hereof, the Company shall promptly (a) prepare a certificate setting forth such adjustment, and a brief statement of the facts
        accounting for such adjustment, (b) file with the Rights Agent and with each transfer agent for the Common Stock and the Preferred Stock a copy of such certificate and (c) mail a brief summary thereof to each holder of a Right Certificate in
        accordance with Section 25 hereof (if so required under Section 25 hereof). Notwithstanding the foregoing sentence, the failure of the Company to make such certification or give such notice shall

    
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    not affect the validity of such adjustment or the force or effect of the requirement for such adjustment. The Rights Agent shall be fully protected in
      relying on any such certificate and on any adjustment therein contained and shall not be deemed to have knowledge of any such adjustment unless and until it shall have received such certificate.

    

    

    Section 13.        Consolidation,

          Merger or Sale or Transfer of Assets or Earning Power.

    (a)          In the event,
        directly or indirectly, at any time after the Flip-In Event (i) the Company shall consolidate with, merge into or otherwise combine with any other Person, (ii) any Person shall merge with and into or otherwise combine with the Company and the
        Company shall be the continuing or surviving corporation of such transaction and, in connection with such transaction, all or part of the shares of Common Stock shall be changed into or exchanged for stock or other securities of any other Person
        (or of the Company) or cash or any other property, or (iii) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one or more transactions, assets or earning power aggregating 50% or
        more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person (other than the Company or one or more wholly-owned Subsidiaries of the Company), then upon the first occurrence of any such event,
        proper provision shall be made so that: (A) each holder of a Right (other than Rights which have become null and void pursuant to Section 11(a)(ii) hereof) shall thereafter have the right to receive, upon the exercise thereof at the Purchase Price
        (as theretofore adjusted in accordance with Section 11(a)(ii) hereof), in accordance with the terms of this Agreement and in lieu of shares of Preferred Stock or Common Stock of the Company, such number of validly authorized and issued, fully paid,
        non-assessable and freely tradeable shares of Common Stock of the Principal Party (as such term is hereinafter defined), not subject to any liens, encumbrances, rights of first refusal or other adverse claims, as shall equal the result obtained by
        dividing the Purchase Price (as theretofore adjusted in accordance with Section 11(a)(ii) hereof) by 50% of the current per share market price of the Common Stock of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of
        consummation of such consolidation, merger, combination, sale or transfer; provided, however, that the Purchase Price (as theretofore adjusted in accordance with Section 11(a)(ii) hereof) and the number of shares of Common Stock of
        such Principal Party so receivable upon exercise of a Right shall be subject to further adjustment as appropriate in accordance with Section 11(f) hereof to reflect any events occurring in respect of the Common Stock of such Principal Party after
        the occurrence of such consolidation, merger, combination, sale or transfer; (B) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, combination, sale or transfer, all the obligations and
        duties of the Company pursuant to this Agreement; (C) the term “Company” shall thereafter be deemed to refer to such Principal Party; and (D) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient
        number of its shares of Common Stock in accordance with Section 9 hereof) in connection with such consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably
        may be, in relation to the shares of its Common Stock thereafter deliverable upon the exercise of the Rights; provided that, upon the subsequent occurrence of any consolidation, merger, combination, sale or

    
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    transfer of assets or other extraordinary transaction in respect of such Principal Party, each holder of a Right shall thereupon be entitled to receive,
      upon exercise of a Right and payment of the Purchase Price as provided in this Section 13(a), such cash, shares, rights, warrants and other property which such holder would have been entitled to receive had such holder, at the time of such
      transaction, owned the Common Stock of the Principal Party receivable upon the exercise of a Right pursuant to this Section 13(a), and such Principal Party shall take such steps (including, but not limited to, reservation of shares of stock) as may
      be necessary to permit the subsequent exercise of the Rights in accordance with the terms hereof for such cash, shares, rights, warrants and other property.

    

    

    (b)          “Principal Party”
        shall mean:

    (i)          in

        the case of any transaction described in (i) or (ii) of the first sentence of Section 13(a) hereof: (A) the Person that is the issuer of the securities into which the shares of Common Stock are converted in such merger, consolidation or
        combination, or, if there is more than one such issuer, the issuer of the shares of Common Stock of which have the greatest aggregate market value of shares outstanding, or (B) if no securities are so issued, (x) the Person that is the other party
        to the merger, if such Person survives said merger, or, if there is more than one such Person, the Person the shares of Common Stock of which have the greatest aggregate market value of shares outstanding or (y) if the Person that is the other
        party to the merger does not survive the merger, the Person that does survive the merger (including the Company if it survives) or (z) the Person resulting from the consolidation; and

    (ii)          in

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

    provided, however, that in any such case described in the foregoing clause (b)(i) or (b)(ii), if the Common Stock of
      such Person is not at such time or has not been continuously over the preceding 12-month period registered under Section 12 of the Exchange Act, then (1) if such Person is a direct or indirect Subsidiary of another Person the Common Stock of which is
      and has been so registered, the term “Principal Party” shall refer to such other Person, or (2) if such Person is a Subsidiary, directly or indirectly, of more than one Person, the Common Stock of all of which is and has been so registered, the term
      “Principal Party” shall refer to whichever of such Persons is the issuer of Common Stock having the greatest aggregate market value of shares outstanding, or (3) if such Person is owned, directly or indirectly, by a joint venture formed by two or
      more Persons that are not owned, directly or indirectly, by the same Person, the rules set forth in clauses (1) and (2) above shall apply to each of the owners having an interest in the venture as if the Person owned by the joint

    
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    venture was a Subsidiary of both or all of such joint venturers, and the Principal Party in each such case shall bear the obligations set forth in this
      Section 13 in the same ratio as its interest in such Person bears to the total of such interests.

    

    

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

    (i)          prepare

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

    (ii)          use

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

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

    (iv)          obtain

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

    (d)          In case the
        Principal Party has a provision in any of its authorized securities or in its certificate of incorporation or by-laws or other instrument governing its affairs, which provision would have the effect of (i) causing such Principal Party to issue
        (other than to holders of Rights pursuant to this Section 13), in connection with, or as a consequence of, the consummation of a transaction referred to in this Section 13, shares of

    
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    Common Stock or Common Stock Equivalents of such Principal Party at less than the then current market price per share thereof (determined pursuant to
      Section 11(d) hereof) or securities exercisable for, or convertible into, Common Stock or Common Stock Equivalents of such Principal Party at less than such then current market price, or (ii) providing for any special payment, tax or similar
      provision in connection with the issuance of the Common Stock of such Principal Party pursuant to the provisions of Section 13, then, in such event, the Company hereby agrees with each holder of Rights that it shall not consummate any such
      transaction unless prior thereto the Company and such Principal Party shall have executed and delivered to the Rights Agent a supplemental agreement providing that the provision in question of such Principal Party shall have been canceled, waived or
      amended, or that the authorized securities shall be redeemed, so that the applicable provision will have no effect in connection with, or as a consequence of, the consummation of the proposed transaction.

    

    

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

    Section 14.        Fractional
          Rights and Fractional Shares.

    (a)          The Company shall
        not be required to issue fractions of Rights (except prior to the Distribution Date in accordance with Section 11(m) hereof) or to distribute Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be
        paid to the registered holders of the Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right. For the purposes of this
        Section 14(a), the current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable. The closing price for any day
        shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with
        respect to securities listed or admitted to trading on the New York Stock Exchange or NASDAQ or, if the Rights are not listed or admitted to trading on the New York Stock Exchange or NASDAQ, as reported in the principal consolidated transaction
        reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading or, if the Rights are not listed or admitted to trading on any national securities exchange, the
        last quoted price or, if not so quoted, the average of the high bid and low asked prices

    
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    in the over-the-counter market, as reported by any system then in use or, if on any such date the Rights are not quoted by any such organization, the
      average of the closing bid and asked prices as furnished by a professional market maker making a market in the Rights selected by the Board of Directors of the Company. If on any such date no such market maker is making a market in the Rights, the
      fair value of the Rights on such date as determined by the Board of Directors of the Company shall be used.

    

    

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

    (c)          The Company shall
        not be required to issue fractions of shares of Common Stock or to distribute certificates which evidence fractional shares of Common Stock upon the exercise or exchange of Rights. In lieu of such fractional shares of Common Stock, the Company
        shall pay to the registered holders of the Right Certificates with regard to which such fractional shares of Common Stock would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole share of
        Common Stock. For purposes of this Section 14(c), the current market value of one share of Common Stock for which a Right is exercisable shall be deemed to be the closing price of one share of Common Stock (as determined in accordance with
        Section 11(d)(i) hereof), for the Trading Day immediately prior to the date of such exercise.

    (d)          The holder of a
        Right by the acceptance of the Right expressly waives such holder’s right to receive any fractional Rights or any fractional shares upon exercise or exchange of a Right (except as provided above).

    Section 15.        Rights

          of Action.  All rights of action in respect of this Agreement, excepting the rights of action given to the Rights Agent under Section 18 hereof, are vested in the respective registered holders of the Right Certificates (and, prior to the
        Distribution Date, the registered holders of the Common Stock); and any registered holder of any Right Certificate (or, prior to the Distribution Date, of the Common Stock), without the consent of the Rights Agent or of the holder of any other
        Right Certificate (or, prior to the Distribution Date, of the Common Stock), on such holder’s own behalf and for such

    
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    holder’s own benefit, may enforce, and may institute and maintain any suit, action or proceeding against the Company to enforce, or otherwise act in
      respect of, such holder’s right to exercise the Rights evidenced by such Right Certificate (or, prior to the Distribution Date, such Common Stock) in the manner provided therein and in this Agreement. Without limiting the foregoing or any remedies
      available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement and will be entitled to specific performance of the obligations under, and
      injunctive relief against actual or threatened violations of, the obligations of any Person subject to this Agreement.

    

    

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

    (a)          prior to the
        Distribution Date, the Rights will be transferable only in connection with the transfer of the Common Stock and the Right associated with each such share of Common Stock shall be automatically transferred upon the transfer of each such share of
        Common Stock;

    (b)          after the
        Distribution Date, the Right Certificates are transferable, subject to Section 11(a)(ii), only on the registry books of the Rights Agent if surrendered at the office or agency of the Rights Agent designated for such purpose, duly endorsed or
        accompanied by a proper instrument of transfer and with the appropriate forms and certificates properly completed and duly executed; and

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

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

    
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    Section 18.        Concerning
          the Rights Agent.

    (a)          The Company agrees
        to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and
        execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability or expense, incurred without gross negligence, bad
        faith or willful misconduct (which gross negligence, bad faith or willful misconduct must be determined by a final, non-appealable order, judgment, decree or ruling of a court of competent jurisdiction) on the part of the Rights Agent, for anything
        done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability arising therefrom, directly or indirectly.

    (b)          The Rights Agent
        shall be protected and shall incur no liability for, or in respect of any action taken, suffered or omitted by it in connection with, its administration of this Agreement in reliance upon any Right Certificate or certificate representing the
        Preferred Stock, the Common Stock or any other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement or other paper or document
        believed by it to be genuine and to be signed and executed, and, where necessary, verified or acknowledged, by the proper Person or Persons, or otherwise upon the advice of counsel as set forth in Section 20 hereof.

    (c)          The provisions of
        this Section 18 and Section 20 hereof shall survive the termination of this Agreement, the exercise or expiration of the Rights and the resignation, replacement or removal of the Rights Agent.

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

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

    
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    and in all such cases such Right Certificates shall have the full force provided in the Right Certificates and in this Agreement.

    

    

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

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

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

    (b)          Whenever in the
        performance of its duties under this Agreement the Rights Agent shall deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, such fact or matter (unless
        other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a certificate signed by the Chairperson of the Board, the Chief Executive Officer, the Chief Financial Officer, the
        President or any Executive or Senior Vice President of the Company, and delivered to the Rights Agent; and such certificate shall be full authorization to the Rights Agent for any action taken or suffered in good faith by it under the provisions of
        this Agreement in reliance upon such certificate.

    (c)          The Rights Agent
        shall be liable hereunder 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 order, judgment, decree or ruling of a court of
        competent jurisdiction). Notwithstanding anything in this Agreement to the contrary, in no event will the Rights Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost
        profits), even if the Rights Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. 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.

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

    
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    (e)          The Rights Agent shall not be under any
        responsibility in respect of the validity of this Agreement or the execution and delivery hereof (except the due execution hereof by the Rights Agent) or in respect of the validity or execution of any Right Certificate (except its countersignature
        thereof); nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Right Certificate; nor shall it be responsible for any change in the exercisability of the Rights (including the
        Rights becoming null and void pursuant to Section 11(a)(ii) hereof) or any adjustment in the terms of the Rights provided for in Sections 3, 11, 13, 23 and 24, or the ascertaining of the existence of facts that would require any such change or
        adjustment (except with respect to the exercise of Rights evidenced by Right Certificates after receipt of a certificate furnished pursuant to Section 12, describing such change or adjustment); nor shall it by any act hereunder be deemed to make
        any representation or warranty as to the authorization or reservation of any shares of Preferred Stock or other securities to be issued pursuant to this Agreement or any Right Certificate or as to whether any shares of Preferred Stock or other
        securities will, when issued, be validly authorized and issued, fully paid and non-assessable.

    

    

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

    (g)          The Rights Agent is
        hereby authorized and directed to accept instructions with respect to the performance of its duties hereunder from any person reasonably believed by the Rights Agent to be one of the Chairperson of the Board, the Chief Executive Officer, the Chief
        Financial Officer, the President or any Executive or Senior Vice President of the Company, and to apply to such officers for advice or instructions in connection with its duties, and it shall not be liable for any action taken or suffered by it in
        good faith in accordance with the instructions of any such officer or for any delay in acting while waiting for those instructions.

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

    (i)          The Rights Agent
        may execute and exercise any of the rights or powers hereby vested in it or perform any duty hereunder either itself or by or through its attorneys or agents, and the Rights Agent shall not be answerable or accountable for any act, default, neglect
        or misconduct of any such attorneys or agents or for any loss to the Company resulting from any such act, default, neglect or misconduct, provided reasonable care was exercised in the selection and continued employment thereof.

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

    

    

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

    
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    removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

    

    

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

    Section 23.        Redemption.

    (a)          The Board of
        Directors of the Company may, at its option, at any time prior to the earlier of (i) the Distribution Date and (ii) the Expiration Date, redeem all but not less than all 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 in respect of the Common Stock after the date hereof (the redemption price being hereinafter referred to as the “Redemption Price”). The
        redemption of the Rights may be made effective at such time, on such basis and with such conditions, if any, as the Board of Directors of the Company in its sole discretion may establish. The Redemption Price shall be payable, at the option of the
        Company, in cash, shares of Common Stock or such other form of consideration as the Board of Directors of the Company shall determine.

    (b)          Immediately upon
        the action of the Board of Directors of the Company ordering the redemption of the Rights pursuant to paragraph (a) of this Section 23 (or at such later time as the Board of Directors of the Company may establish for the effectiveness of such
        redemption), and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give
        public notice of any such redemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within 10 days after such action of the Board of Directors of the
        Company ordering the redemption of the Rights (or such later time as the Board of Directors of the Company may establish

    
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    for the effectiveness of such redemption), the Company shall mail a notice of redemption to all the holders of the then outstanding Rights at their last
      addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given,
      whether or not the holder receives the notice. Each such notice of redemption shall state the method by which the payment of the Redemption Price will be made.

    

    

    Section 24.        Exchange.

    (a)          The Board of
        Directors of the Company may, at its option, at any time after the Flip-In Event, exchange all or part of the then outstanding Rights (which shall not include Rights that have become null and void pursuant to the provisions of
        Section 11(a)(ii) hereof) for shares of Common Stock at an exchange ratio of one share of Common Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring in respect of the Common Stock,
        after the date hereof (such amount per Right being hereinafter referred to as the “Exchange Ratio”). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after an
        Acquiring Person shall have become the beneficial owner of 50% or more of the shares of the Common Stock then outstanding. From and after the occurrence of an event specified in Section 13(a) hereof, any Rights that theretofore have not been
        exchanged pursuant to this Section 24(a) shall thereafter be exercisable only in accordance with Section 13 and may not be exchanged pursuant to this Section 24(a). The exchange of the Rights by the Board of Directors of the Company may be made
        effective at such time, on such basis and with such conditions, if any, as the Board of Directors of the Company in its sole discretion may establish. Prior to effecting an exchange pursuant to this Section 24, the Board of Directors of the Company
        may direct the Company to enter into such arrangements or implement such procedures as it deems necessary or appropriate for ensuring that Common Stock (or such other consideration contemplated by Section 24(c) below) issuable upon an exchange
        pursuant to this Section 24 is not received by any holders of Rights that have become null and void pursuant to Section 11(a)(ii) hereof, including entering into a Trust Agreement in such form and with such terms as the Board of Directors of the
        Company shall then approve (the “Trust Agreement”). If the Board of Directors of the Company so directs, the Company shall enter into the Trust Agreement and shall issue to the trust created by such agreement (the “Trust”) all of the
        shares of Common Stock (or such other consideration) issuable pursuant to the exchange, and all Persons entitled to receive shares (or such other consideration) pursuant to the exchange shall be entitled to receive such shares (or such other
        consideration) (and any dividends or distributions made thereon after the date on which such shares are deposited in the Trust) only from the Trust and solely upon compliance with the relevant terms and provisions of the Trust Agreement.

    (b)          Immediately upon
        the effectiveness of the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph (a) of this Section 24 and without any further action and without any notice, the right to exercise such Rights shall
        terminate and the only right thereafter of a holder of such Rights shall be to receive that number of shares of Common Stock (or such other consideration

    
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    contemplated by Section 24(c) below) equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly
      give public notice of any such exchange; provided, however, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company shall promptly mail a notice of any such exchange to all
      of the holders of the Rights so exchanged at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the
      notice. Each such notice of exchange will state the method by which the exchange of the shares of Common Stock (or such other consideration) for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be
      exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become null and void pursuant to the provisions of Section 11(a)(ii) hereof) held by each holder of Rights.

    

    

    (c)          The Company may at
        its option substitute, and, in the event that there shall not be sufficient shares of Common Stock issued but not outstanding or authorized but unissued to permit an exchange of Rights for Common Stock as contemplated in accordance with this
        Section 24, the Company shall substitute to the extent of such insufficiency, for each share of Common Stock that would otherwise be issuable upon exchange of a Right, a number of shares of Preferred Stock or fraction thereof (or Equivalent
        Preferred Shares, as such term is defined in Section 11(b)) such that the current per share market price (determined pursuant to Section 11(d) hereof) of one share of Preferred Stock (or Equivalent Preferred Shares) multiplied by such number or
        fraction is equal to the current per share market price of one share of Common Stock (determined pursuant to Section 11(d) hereof) as of the date of such exchange.

    Section 25.        Notice of
          Certain Events.

    (a)          In case the Company
        shall at any time after the earlier of the Distribution Date or the Stock Acquisition Date determine (i) to pay any dividend payable in stock of any class to the holders of shares of the Preferred Stock or to make any other distribution to the
        holders of shares of the Preferred Stock (other than a regular quarterly cash dividend), (ii) to offer to the holders of shares of the Preferred Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock or
        shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of the shares of the Preferred Stock (other than a reclassification involving only the subdivision or combination of outstanding Preferred
        Stock), (iv) to effect any consolidation, combination or merger into or with, 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 pay any dividend on the shares of Common Stock payable
        in shares of Common Stock or to effect a subdivision, combination or consolidation of the Common Stock (by reclassification or otherwise than by payment of dividends in Common Stock), then, in each such case, the Company shall give to each holder
        of a Right Certificate, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such dividend or

    
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    distribution or offering of rights or warrants, or the date on which such transaction is to take place and the date of participation therein by the
      holders of shares of Common Stock and/or Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior to the record date for determining
      holders of the Preferred Stock for purposes of such action, and in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Stock
      and/or Preferred Stock, whichever shall be the earlier. The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action.

    

    

    (b)          In case any event
        described in Section 11(a)(ii) or Section 13 shall occur then (i) the Company shall as soon as practicable thereafter give to each holder of a Right Certificate (or if occurring prior to the Distribution Date, the holders of the Common Stock) in
        accordance with Section 26 hereof, a notice of the occurrence of such event, which notice shall describe such event and the consequences of such event to holders of Rights under Section 11(a)(ii) and Section 13 hereof, and (ii) all references in
        the preceding paragraph to Preferred Stock shall be deemed thereafter to refer to Common Stock and/or, if appropriate, other securities.

    Section 26.       Notices. 

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

    Chico’s FAS, Inc.

      11215 Metro Parkway

      Fort Myers, FL 33912

      Attention: General Counsel

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

    American Stock Transfer & Trust Company, LLC

    6201 15th Avenue

    Brooklyn, NY 11219

    Attention: Relationship Management

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

    
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    Section 27.        Supplements

          and Amendments.  Except as provided in the penultimate sentence of this Section 27, for so long as the Rights are then redeemable, the Company may in its sole and absolute discretion, and the Rights Agent shall if the Company so directs,
        supplement or amend any provision of this Agreement in any respect without the approval of any holders of the Rights. At any time when the Rights are no longer redeemable, except as provided in the penultimate sentence of this Section 27, the
        Company may, and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights, provided that no such supplement or amendment may (a) adversely affect the interests of
        the holders of Rights as such (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person or any other holder of Rights that have become null and void pursuant to Section 11(a)(ii) hereof), (b) cause this Agreement again to
        become amendable other than in accordance with this sentence or (c) cause the Rights again to become redeemable. Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment shall be made which changes the
        Redemption Price. Upon the delivery of a certificate from an appropriate officer of the Company which states that the supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or
        amendment, provided that such supplement or amendment does not adversely affect the rights, duties or obligations of the Rights Agent under this Agreement. The Rights Agent agrees that time is of the essence in connection with any supplement or
        amendment to this Agreement that it is directed to execute by the Company in accordance with this Section 27.

    Section 28.        Successors. 

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

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

    Section 30.       Determinations

          and Actions by the Board of Directors.  The Board of Directors of the Company (or any duly authorized committee thereof) shall have the exclusive power and authority to administer this Agreement and to exercise the rights and powers
        specifically granted to the Board of Directors of the Company or to the Company, or as may be necessary or advisable in the administration of this Agreement, including the right and power to (i) interpret the provisions of this Agreement and
        (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend or not amend this Agreement). All such actions, calculations,
        interpretations and determinations that are done or made by the Board of Directors of the Company (or any duly authorized committee thereof) in good faith shall be final, conclusive and binding on the Company, the Rights Agent, the holders of the
        Rights, as such, and all other parties. Any action to be taken by

    
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    the Board of Directors hereunder (including any determination to be so made) may be taken by a committee of the Board of Directors to which the Board of
      Directors has delegated authority to take such action and, in any such case, references herein to the Board of Directors shall, as applicable, refer to such committee.

    

    

    Section 31.        Severability. 

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

    Section 32.        Governing

          Law; Waiver of Jury Trial.  This Agreement and each Right Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of Florida and for all purposes shall be governed by and construed in accordance with the
        laws of such State applicable to contracts to be made and performed entirely within such State.  EACH OF THE PARTIES HERETO ALSO IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION,
          PROCEEDING OR COUNTERCLAIM ARISING OUT OF THIS AGREEMENT.

    Section 33.        Counterparts. 

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

    Section 34.        Effectiveness. 

        This Agreement shall be effective as of the Close of Business on the date hereof.

    Section 35.        Descriptive

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

    Section 36.       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 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.

    [The remainder of this page is intentionally left blank.]

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

    
      	 	
              CHICO’S FAS, INC.

            	 
	 	 	 	 	 
	 	
              By:

            	
              /s/ Gregory S. Baker

            	 
	 	 	
              Name:

            	
              Gregory S. Baker

            	 
	 	 	
              Title:

            	
              Senior Vice President, General Counsel and Corporate Secretary

            	 
	 	 	 	 	 
	 	
              
                AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC,

              

              as Rights Agent

            	 
	 	 	 	 	 
	 	
              By:

            	
              /s/ Michael A. Nespoli

            	 
	 	 	
              Name:

            	
              Michael A. Nespoli

            	 
	 	 	
              Title:

            	
              Executive Director

            	 


    

    

    
      
        


    

    
    Exhibit A

    ARTICLES OF AMENDMENT

    TO

    ARTICLES OF INCORPORATION

    OF

    CHICO’S FAS, INC.

    DESIGNATING

    SERIES A JUNIOR PARTICIPATING PREFERRED STOCK

    

    

    Chico’s FAS, Inc., a Florida corporation (the “Corporation”), in
      accordance with the provisions of Section 607.0602 of the Florida Business Corporation Act (the “FBCA”), does hereby certify, that pursuant to the authority contained in the Corporation’s Articles of
      Incorporation (the “Articles of Incorporation”), and in accordance with the provisions of the FBCA, these Articles of Amendment were duly adopted by the Board of Directors of the Corporation (the “Board of Directors”) on April 2, 2020 providing for the creation of a series of preferred stock, par value $0.01 per share, to be designated as Series A Junior Participating Preferred Stock (the “Series A Junior Participating Preferred Stock”), out of the Corporation’s authorized shares of preferred stock, par value $0.01 per share (the “Preferred Stock”), and pursuant to Section 607.0602(4) of the FBCA
      and Section 1 of Article IV of the Articles of Incorporation, there being no shareholder action required, Article IV of the Articles of Incorporation is hereby amended by adding the following new Section 5 to create 100,000 shares of such Series A
      Junior Participating Preferred Stock having the preferences, limitations and relative rights as follows:

    5. Series A Junior Participating Preferred Stock

    (a) Designation and Amount. There shall be a series of Preferred Stock that shall be designated as “Series A
      Junior Participating Preferred Stock,” and the number of shares constituting such series shall be 100,000. Such number of shares may be increased or decreased by resolution of the Board of Directors; provided, however, that no
      decrease shall reduce the number of shares of Series A Junior Participating Preferred Stock to less than the number of shares then issued and outstanding plus the number of shares issuable upon exercise of outstanding rights, options or warrants or
      upon conversion of outstanding securities issued by the Corporation.

    (b) Dividends and Distributions.

    (i) Subject to the prior and superior rights of the holders of any shares of any class or series of stock of the
      Corporation ranking prior and superior to the shares of Series A Junior Participating Preferred Stock with respect to dividends, the holders of shares of Series A Junior Participating Preferred Stock, in preference to the

    
      A-1

      
        


    

    holders of shares of any class or series of stock of the Corporation ranking junior to the Series A Junior Participating Preferred Stock in respect
      thereof, 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 in each year (each such date being referred to herein as a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Junior Participating Preferred Stock, in an amount
      per share (rounded to the nearest cent) equal to the sum of (1) the Adjustment Number (as defined below) times the aggregate per share amount of all cash dividends plus (2) the Adjustment Number times the
      aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock, par value $0.01 per share, of the Corporation (the “Common Stock”),

      or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), in each case 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 Junior Participating Preferred Stock. The “Adjustment Number” shall initially be 10,000. In the event the Corporation
      shall at any time after April 2, 2020 (i) declare and pay any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock or (iii) combine the outstanding Common Stock into a smaller number of shares, then
      in each such case the Adjustment Number in effect immediately prior to such event shall be adjusted by multiplying such Adjustment Number by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such
      event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

    

    

    (ii) The Corporation shall declare a dividend or distribution on the Series A Junior Participating Preferred
      Stock as provided in Article IV, Section 5(b)(i) immediately after it declares a dividend or distribution on the Common Stock (other than a dividend payable in shares of Common Stock).

    (iii) Dividends shall begin to accrue and be cumulative on outstanding shares of Series A Junior Participating
      Preferred Stock from the Quarterly Dividend Payment Date next preceding the date of issue of such shares of Series A Junior Participating Preferred Stock, unless the date of issue of such shares is prior to the record date for the first Quarterly
      Dividend Payment Date; in which case dividends on such shares shall begin to accrue from the date of issue of such shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a date after the record date for the determination of
      holders of shares of Series A Junior Participating 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 Junior Participating 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 Junior Participating
      Preferred Stock entitled to receive payment of a dividend or

    
      A-2

      
        


    

    distribution declared thereon, which record date shall be no more than 60 days prior to the date fixed for the payment thereof.

    

    

    (c) Voting Rights. The holders of shares of Series A Junior
      Participating Preferred Stock shall have the following voting rights:

    (i) Each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to a number of
      votes equal to the Adjustment Number on all matters submitted to a vote of the stockholders of the Corporation.

    (ii) Except as required by law, by Article IV, Section 5(c)(iii) and by Article IV, Section 5(j) hereof, holders
      of Series A Junior Participating 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.

    (iii) If, at the time of any annual meeting of stockholders for the election of directors, the equivalent of six
      quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Stock are in default, the number of directors constituting the Board of Directors shall be increased by two. In addition to
      voting together with the holders of Common Stock for the election of other directors of the Corporation, the holders of record of the Series A Junior Participating Preferred Stock, voting separately as a class to the exclusion of the holders of
      Common Stock, shall be entitled at said meeting of stockholders (and at each subsequent annual meeting of stockholders), unless all dividends in arrears on the Series A Junior Participating Preferred Stock have been paid or declared and set apart for
      payment prior thereto, to vote for the election of two directors of the Corporation, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock
      as is specified in Article IV, Section 5(c)(i). Each such additional director shall serve until his or her successor shall be elected and shall qualify, or until his or her right to hold such office terminates pursuant to the provisions of this
      Article IV, Section 5(c)(iii). Until the default in payments of all dividends which permitted the election of said directors shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Article IV,
      Section 5(c)(iii) may be removed at any time, without cause, only by the affirmative vote of the holders of the shares of Series A Junior Participating Preferred Stock at the time entitled to cast a majority of the votes entitled to be cast for the
      election of any such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to exist, the holders of the Series A Junior
      Participating Preferred Stock shall be divested of the foregoing special voting rights, subject to revesting in the event of each and every subsequent like default in payments of dividends. Upon the termination of the foregoing special voting rights,
      the terms of office of all persons who may have been elected directors pursuant to said special voting rights shall forthwith terminate, and the number of directors constituting the Board of Directors shall be reduced by two. The voting rights
      granted by this Article IV, Section 5(c)(iii) shall be in addition to any other voting rights granted to the holders of the Series A Junior Participating Preferred Stock in this Article IV, Section 5(c).

    
      A-3

      
        


    

    (d) Certain Restrictions.

    

    

    (i) Whenever quarterly dividends or other dividends or distributions payable on the Series A Junior
      Participating Preferred Stock as provided in Article IV, Section 5(b) are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Series A Junior Participating Preferred Stock
      outstanding shall have been paid in full, the Corporation shall not:

    (A) declare or pay dividends on, make any other distributions on, or redeem or purchase or otherwise acquire for
      consideration any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock other than (1) such redemptions or purchases that may be deemed to occur
      upon the exercise of stock options, warrants or similar rights or grant, vesting or lapse of restrictions on the grant of any other performance shares, restricted stock, restricted stock units or other equity awards to the extent that such shares
      represent all or a portion of (x) the exercise or purchase price of such options, warrants or similar rights or other equity awards and (y) the amount of withholding taxes owed by the recipient of such award in respect of such grant, exercise,
      vesting or lapse of restrictions; (2) the repurchase, redemption, or other acquisition or retirement for value of any such shares from employees, former employees, directors, former directors, consultants or former consultants of the Company or their
      respective estate, spouse, former spouse or family member, pursuant to the terms of the agreements pursuant to which such shares were acquired;

    (B) declare or pay dividends on or make any other distributions on any shares of stock ranking on a parity
      (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Junior Participating Preferred Stock, except dividends paid ratably on the Series A Junior Participating 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

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

    (ii) 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 Article IV, Section 5(d)(i), purchase or otherwise acquire such shares at such time and in such manner.

    
      A-4

      
        


    

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

    

    

    (f) Liquidation, Dissolution or Winding Up. (i) Upon any liquidation, dissolution or winding up of the
      Corporation, voluntary or otherwise, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless,
      prior thereto, the holders of shares of Series A Junior Participating Preferred Stock shall have received an amount per share (the “Series A Liquidation Preference”) equal to the Adjustment Number times the
      per share amount of all cash and other property to be distributed in respect of the Common Stock upon such liquidation, dissolution or winding up of the Corporation.

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

    (iii) None of the merger, consolidation or combination of the Corporation into or with another entity nor the
      merger, consolidation or combination 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 Article IV, Section 5(f).

    (g) Consolidation, Merger, Etc.  In case the Corporation shall enter into any consolidation, merger, combination
      or other transaction in which the outstanding 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 Junior Participating Preferred Stock shall
      at the same time be similarly exchanged or changed in an amount per share equal to the Adjustment Number times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which
      each share of Common Stock is changed or exchanged.

    (h) No Redemption. Shares of Series A Junior Participating Preferred Stock shall not be subject to redemption by
      the Corporation.

    (i) Ranking. The Series A Junior Participating Preferred Stock shall rank junior to all other series of Preferred
      Stock as to the payment of dividends and as to the distribution of assets upon liquidation, dissolution or winding up, unless the terms of any

    
      A-5

      
        


    

    such series shall provide otherwise, and shall rank senior to the Common Stock as to such matters.

     

    

    (j) Amendment. At any time that any shares of Series A Junior Participating Preferred Stock are outstanding, the
      Articles of Incorporation of the Corporation shall not be amended, by merger, consolidation, combination or otherwise, which would materially alter or change the powers, preferences or special rights of the Series A Junior Participating Preferred
      Stock so as to affect them adversely without the affirmative vote of the holders of two-thirds of the outstanding shares of Series A Junior Participating Preferred Stock, voting separately as a class.

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

    IN WITNESS WHEREOF, the undersigned has executed this Certificate this 2nd day of
      April, 2020.

    
      
        	 	
                CHICO’S FAS, INC.

              	 
	 	 	 	 	 
	 	
                By:

              	
                /s/ Gregory S. Baker 

              	 
	 	 	
                Name:

              	
                Gregory S. Baker

              	 
	 	 	
                Title:

              	
                Senior Vice President, General Counsel and Corporate Secretary

              	 
	 	 	 	 	 


        

        

      

    

    

    
      A-6

      
        


    

    
    Exhibit B

    Form of Right Certificate

    

    

    Certificate No. R-______

    

    

    NOT EXERCISABLE AFTER April 1, 2021 OR EARLIER IF REDEMPTION OR EXCHANGE OCCURS. THE RIGHTS
      ARE SUBJECT TO REDEMPTION AT $0.001 PER RIGHT AND TO EXCHANGE ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS BENEFICIALLY OWNED BY OR TRANSFERRED TO ANY PERSON WHO IS OR
      BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (EACH AS DEFINED IN THE RIGHTS AGREEMENT) AND CERTAIN TRANSFEREES THEREOF WILL BECOME NULL AND VOID AND WILL NO LONGER BE TRANSFERABLE.

    RIGHT CERTIFICATE

      

      CHICO’S FAS, INC.

    This certifies that ____________________________ or registered assigns, is the registered owner of the number of Rights set forth
      above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement, dated as of April 2, 2020, as the same may be amended from time to time (the “Rights Agreement”),

      between Chico’s FAS, Inc., a Florida corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, as Rights Agent (the “Rights Agent”), to
      purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 P.M., New York City time, on April 1, 2021 at the office or agency of the Rights Agent designated for such purpose,
      or of its successor as Rights Agent, one ten-thousandth of a fully paid non-assessable share of Series A Junior Participating Preferred Stock, par value $0.01 per share (the “Preferred Stock”), of the Company
      at a purchase price of $12.00 per one ten-thousandth of a share of Preferred Stock (the “Purchase Price”), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase duly
      executed. The number of Rights evidenced by this Rights Certificate (and the number of one ten-thousandths of a share of Preferred Stock which may be purchased upon exercise hereof) set forth above, and the Purchase Price set forth above, are the
      number and Purchase Price as of April 2, 2020 based on the Preferred Stock as constituted at such date. As provided in the Rights Agreement, the Purchase Price, the number of one ten-thousandths of a share of
      Preferred Stock (or other securities or property) which may be purchased upon the exercise of the Rights and the number of Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events.

    If the Rights evidenced by this Right Certificate are at any time beneficially owned by or transferred to any person who is or
      becomes an Acquiring Person or an Affiliate or Associate of an Acquiring Person (each as defined in the Rights Agreement) or certain

    
      B-1

      
        


    

    transferees thereof, such Rights will become null and void and will no longer be transferable.

    

    

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

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

    Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate (i) may be redeemed by the Company at a
      redemption price of $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, shares of Preferred Stock, or Equivalent Preferred Shares (as defined in the Rights Agreement).

    No fractional shares of Preferred Stock or Common Stock will be issued upon the exercise or exchange of any Right or Rights
      evidenced hereby (other than fractions of Preferred Stock which are integral multiples of one ten-thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depository receipts), but in lieu thereof a cash
      payment will be made, as provided in the 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 Stock or of any other securities of the Company which may at any time be issuable on the exercise or exchange hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as
      such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive
      notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement) or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been
      exercised or exchanged as provided in the Rights Agreement.

    
      B-2

      
        


    

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

    

    

    WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of April 2, 2020.

    
      
        	 	
                CHICO’S FAS, INC.

              	 
	 	 	 	 	 
	 	
                By:

              	
                

                

              	 
	 	 	[Title]	 	 
	 	 	 	 	 


      

    

    

    

    	 
	
            ATTEST:

          
	 
	 
	 
	 
	
            [Title]

          


    

    

    

    

    	
            Countersigned:

          
	 
	 
	
            AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, 

            as Rights Agent

          
	 	 
	 	 
	 	 
	 	 
	
            By

          	 
	 	
            [Title]

          
	 	 
	 	 


    

    

    

    

    
      B-3

      
        


    

    

    

    Form of Reverse Side of Right Certificate

      

      

      FORM OF ASSIGNMENT

      

      

      (To be executed by the registered holder if such

      holder desires to transfer the Right Certificate)

    FOR VALUE RECEIVED _______________ hereby sells, assigns and transfers unto ________________________________________________________________________

     

    

    ________________________________________________________________________________________________________________________________________________

     

    

    ________________________________________________________________________________________________________________________________________________

    (Please print name and address of transferee)

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

    Dated:   _____________________       

    

    

      

      	
               

            	
               

            	
               

            
	
               

            	Signature	
               

            
	
               

            	
               

            	
               

            


      

    

    Signature Guaranteed:

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

    
      	
               

            


      

    

    (To be completed)

    The undersigned hereby certifies that (1) the Rights evidenced by this Right Certificate are not being sold, assigned or transferred by or on behalf of a
      Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), (2) this Right Certificate is not being sold, assigned or transferred to or on behalf of any Acquiring Person or
      Affiliate or Associate thereof and (3) the undersigned did not acquire the Rights evidenced by this Right Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof.

    

    

    

      

      

      	
               

            	
               

            	
               

            
	
               

            	Signature	
               

            
	
               

            	
               

            	
               

            


      

    

    
      B-4

      
        


    

    Form of Reverse Side of Right Certificate – continued

      

      

      FORM OF ELECTION TO PURCHASE

      

      (To be executed if holder desires to exercise

      Rights represented by the Rights Certificate)

    To Chico’s FAS, Inc.:

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

    ________________________________________________________________________

    (Please print name and address

    ________________________________________________________________________

    

    

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

    Please insert social security

      or other identifying number

    ________________________________________________________________________

    (Please print name and address

    ________________________________________________________________________

    

    

    Dated:   _______________________________       

    

    

      	
               

            	
               

            	
               

            
	
               

            	Signature	
               

            
	
               

            	
               

            	
               

            


      

    

    (Signature must conform to holder specified on Right Certificate)

    Signature Guaranteed:

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

    
      B-5

      
        


    

    

    

    Form of Reverse Side of Right Certificate - continued

    

    

    ________________________________________________________________________

    (Please print name and address

    

    

    The undersigned hereby certifies that (1) the Rights evidenced by this Right Certificate are not being sold,
      assigned or transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), (2) this Right Certificate is not being sold, assigned or transferred to
      or on behalf of any Acquiring Person or any Affiliate or Associate thereof and (3) the undersigned did not acquire the Rights evidenced by this Right Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof.

    

      

      	
               

            	
               

            	
               

            
	
               

            	Signature	
               

            
	
               

            	
               

            	
               

            


    

    
      
 

     

    

    NOTICE

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

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

    

    

    
      B-6

      
        


    

    
    Exhibit C

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

    SUMMARY OF RIGHTS TO PURCHASE

      SHARES OF PREFERRED STOCK OF

      CHICO’S FAS, INC.

    On April 2, 2020, the Board of Directors of Chico’s FAS, Inc., (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 Stock”).

      The dividend is payable on April 13, 2020 (the “Record Date”) to the stockholders of record on that date. Each Right entitles the registered holder to purchase from the Company one ten-thousandth of a share of
      Series A Junior Participating Preferred Stock, par value $0.01 per share, of the Company (the “Preferred Stock”) at a price of $12.00 per one ten-thousandth of a share of Preferred Stock (the “Purchase Price”), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement dated as of April 2, 2020, as the same may be amended from time to time (the “Rights Agreement”), between the Company and American Stock Transfer & Trust Company, LLC, as Rights Agent (the “Rights Agent”).

    Until the earlier to occur of (i) 10 business days following the earlier to occur of (x) a public announcement
      that a person or group of affiliated or associated persons (with certain exceptions, an “Acquiring Person”) has acquired beneficial ownership of 10% (20% in the case of a passive institutional investor) or
      more of the outstanding shares of Common Stock and (y) a majority of the Board of Directors of the Company becoming aware of the existence of any person or group of affiliated persons becoming an Acquiring Person, or (ii) such date (prior to such
      time as any person or group of affiliated persons becomes an Acquiring Person), if any, as may be determined by action of the Board of Directors of the Company following the commencement of, or announcement of an intention to make, a tender offer or
      exchange offer the consummation of which would result in the beneficial ownership by a person or group of 10% or more of the outstanding shares of Common Stock (the earlier of such dates being called the “Distribution

        Date”), the Rights will be evidenced, with respect to any of the Common Stock certificates (or book-entry shares) outstanding as of the Record Date, by such Common Stock certificate (or book-entry shares) together with this Summary of
      Rights.

    The Rights Agreement provides that, until the Distribution Date (or earlier expiration of the Rights), the Rights
      will be transferred with and only with the Common Stock. Until the Distribution Date (or earlier expiration of the Rights), new Common Stock certificates issued after the Record Date upon transfer or new issuances of Common Stock will contain a
      legend incorporating the Rights Agreement by reference, and notice of such

    
      C-1

      
        


    

    legend will be furnished to holders of book-entry shares. Until the Distribution Date (or earlier expiration of the Rights), the surrender for transfer
      of any certificates for shares of Common Stock (or book entry shares of Common Stock) outstanding as of the Record Date, even without such legend or a copy of this Summary of Rights, will also constitute the transfer of the Rights associated with the
      shares of Common Stock represented by such certificate or registered in book-entry form. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights (“Right Certificates”)

      will be mailed to holders of record of the Common Stock as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights.

     

    

    The Rights are not exercisable until the Distribution Date. The Rights will expire on April 1, 2021 (the “Final Expiration Date”), unless the Rights are earlier redeemed or exchanged by the Company, in each case as described below, or upon the occurrence of certain transactions.

    The Purchase Price payable, and the number of shares of Preferred Stock 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 Stock, (ii) upon the grant to holders of the
      Preferred Stock of certain rights or warrants to subscribe for or purchase Preferred Stock at a price, or securities convertible into Preferred Stock with a conversion price, less than the then-current market price of the Preferred Stock or
      (iii) upon the distribution to holders of the Preferred Stock of evidences of indebtedness or assets (excluding regular periodic cash dividends or dividends payable in Preferred Stock) or of subscription rights or warrants (other than those referred
      to above).

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

    Shares of Preferred Stock purchasable upon exercise of the Rights will not be redeemable. Subject to the prior
      and superior rights of the holders of any shares of any series of preferred stock ranking prior and superior to the shares of Preferred Stock with respect to dividends, the holders of shares of Preferred Stock shall be entitled to receive, when, as
      and if declared, out of funds legally available for the purpose, preferential quarterly dividends payable in cash, in an amount per share equal to (a) 10,000 times the aggregate per share amount of all cash dividends, and (b) 10,000 times the
      aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of 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 Preferred Stock.  In the
      event of liquidation, dissolution or winding up of the Company, the holders of the Preferred Stock will be entitled to a minimum preferential payment of an amount equal to 10,000 times the payment made per share of Common Stock.  Each one
      ten-thousandth of a share of Preferred Stock will have one vote, voting

    
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    together with the Common Stock.  Finally, in the event of any merger, consolidation or other transaction in which outstanding shares of Common Stock are
      converted or exchanged, each share of Preferred Stock will be entitled to receive 10,000 times the amount received per share of Common Stock. These rights are protected by customary anti-dilution provisions.

     

    

    Because of the nature of the Preferred Stock’s dividend, liquidation and voting rights, the value of the one
      ten-thousandth interest in a share of Preferred Stock purchasable upon exercise of each Right should approximate the value of one share of Common Stock.

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

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

    At any time after the Distribution Date and prior to the earlier of one of the events described in the previous
      paragraph or the acquisition by such Acquiring Person of 50% or more of the outstanding shares of Common Stock, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such Acquiring Person and certain transferees
      thereof which will have become null and void), in whole or in part, for shares of Common Stock or Preferred Stock (or a series of the Company’s preferred stock having equivalent rights, preferences and privileges), at an exchange ratio of one share
      of Common Stock, or a fractional share of Preferred Stock (or other preferred stock) equivalent in value thereto, per Right.

    With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments
      require an adjustment of at least 1% in such Purchase Price. No fractional shares of Preferred Stock or Common Stock will be issued (other than fractions of shares of Preferred Stock which are integral multiples of one ten-thousandth of a share of
      Preferred Stock, 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 current market price of the Preferred Stock or the Common Stock.

    
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    At any time prior to the Distribution Date, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a
      price of $0.001 per Right (the “Redemption Price”) payable, at the option of the Company, in cash, shares of Common Stock or such other form of consideration as the Board of Directors of the Company shall
      determine. The redemption of the Rights may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company in its sole discretion may establish. Immediately upon any redemption of the Rights, the right
      to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price.

     

    

    For so long as the Rights are then redeemable, the Company may, except with respect to the Redemption Price,
      amend the Rights Agreement in any manner. After the Rights are no longer redeemable, the Company may, except with respect to the Redemption Price, amend the Rights Agreement in any manner that does not adversely affect the interests of holders of the
      Rights (other than holders of Rights owned by or transferred to any person who is or becomes an Acquiring Person or affiliates and associates of an Acquiring Person and certain transferees thereof).

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

    A copy of the Rights Agreement has been filed with the Securities and Exchange Commission as an Exhibit to a
      Registration Statement on Form 8-A dated April 3, 2020. A copy of the Rights Agreement is available free of charge from the Company. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference
      to the Rights Agreement, as the same may be amended from time to time, which is hereby incorporated herein by reference.

    

    

  

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