Exhibit 4.1


  





 



 


MEDIFAST, INC.


 


and


 


AMERICAN STOCK TRANSFER
& TRUST COMPANY, LLC


 


RIGHTS AGREEMENT


 


Dated as of August 28,
2014


 




    	 



    	 



    

 


TABLE OF CONTENTS


 


	 	 	 	 	Page	 
	Section 1	 	Definitions	 	 	1	 
	Section 2	 	Appointment of Rights Agent	 	 	6	 
	Section 3	 	Issue of Right Certificates	 	 	7	 
	Section 4	 	Form of Right Certificates	 	 	9	 
	Section 5	 	Countersignature and Registration	 	 	9	 
	Section 6	 	Transfer, Split Up, Combination and Exchange of Right Certificates; Mutilated, Destroyed, Lost or Stolen Right Certificates	 	 	10	 
	Section 7	 	Exercise of Rights; Purchase Price; Expiration Date of Rights	 	 	11	 
	Section 8	 	Cancellation and Destruction of Right Certificates	 	 	12	 
	Section 9	 	Availability of Preferred Shares	 	 	12	 
	Section 10	 	Preferred Shares Record Date	 	 	13	 
	Section 11	 	Adjustment of Purchase Price, Number of Shares or Number of Rights	 	 	13	 
	Section 12	 	Certificate of Adjusted Purchase Price or Number of Shares	 	 	19	 
	Section 13	 	Consolidation, Merger or Sale or Transfer of Assets or Earning Power	 	 	19	 
	Section 14	 	Fractional Rights and Fractional Shares	 	 	20	 
	Section 15	 	Rights of Action	 	 	21	 
	Section 16	 	Agreement of Right Holders	 	 	22	 
	Section 17	 	Right Certificate Holder Not Deemed a Stockholder	 	 	22	 
	Section 18	 	Concerning the Rights Agent	 	 	22	 
	Section 19	 	Merger or Consolidation or Change of Name of Rights Agent	 	 	23	 
	Section 20	 	Duties of Rights Agent	 	 	23	 
	Section 21	 	Change of Rights Agent	 	 	25	 
	Section 22	 	Issuance of New Right Certificates	 	 	26	 



 






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	Section 23	 	Redemption	 	 	26	 
	Section 24	 	Exchange	 	 	26	 
	Section 25	 	Notice of Certain Events	 	 	28	 
	Section 26	 	Notices	 	 	29	 
	Section 27	 	Supplements and Amendments	 	 	30	 
	Section 28	 	Successors	 	 	30	 
	Section 29	 	Determinations and Actions by the Board of Directors	 	 	30	 
	Section 30	 	Benefits of this Agreement	 	 	31	 
	Section 31	 	Severability	 	 	31	 
	Section 32	 	Governing Law	 	 	31	 
	Section 33	 	Counterparts	 	 	31	 
	Section 34	 	Descriptive Headings	 	 	31	 
	Section 35	 	Force Majeure	 	 	31	 
	 	 	 	 	 	 	 
	Exhibit A – Form of Certificate of Designations	 	 	 	 
	Exhibit B – Form of Right Certificate	 	 	 	 
	Exhibit C – Summary of Rights to Purchase Preferred Shares	 	 	 	 




 




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RIGHTS AGREEMENT (the
“Agreement”), dated as of August 28, 2014, between MEDIFAST, INC., a Delaware corporation (the “Company”),
and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, a New York limited liability trust company, as rights agent (the “Rights
Agent”).


 


The Board of Directors
of the Company has authorized and declared a dividend of one preferred share purchase right (a “Right”) for
each Common Share (as hereinafter defined) of the Company outstanding as of the Close of Business (as hereinafter defined) on September
9, 2014 (the “Record Date”), with each Right representing the right to purchase one one-thousandth (subject
to adjustment as provided herein) of a Preferred Share (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 Common Share that shall become outstanding between the Record Date and the earliest of the Distribution Date, the Redemption
Date and the Final Expiration Date (as such terms are hereinafter defined).


 


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


 


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


 


(a)          “13G
Institutional Investor” shall have the meaning set forth in Section 1(b).


 







    	 



    	 



    

 


(b)          “Acquiring
Person” shall mean any Person who or which, together with all Affiliates and Associates of such Person, shall be the
Beneficial Owner of 10% or more of the Common Shares then outstanding, but shall not include (i) the Company, any Subsidiary
of the Company, any employee benefit plan of the Company or any Subsidiary of the Company, or any entity holding Common Shares
for or pursuant to the terms of any such plan or (ii) any Person who or which, together with all Affiliates or Associates
of such Person, is the Beneficial Owner of less than 20% of the Common Shares then outstanding and who or which is entitled to
file, and files, a statement on Schedule 13G (or any comparable or successor report) pursuant to Rule 13d-1(b)(1) of the General
Rules and Regulations promulgated under the Exchange Act, as in effect on the date of this Agreement, with respect to the Common
Shares that are Beneficially Owned by such Person (a “13G Institutional Investor”); provided, however,
that a Person who or which was a 13G Institutional Investor shall no longer be a 13G Institutional Investor from and after the
time that it became subject to an obligation to file (regardless of the due date of such filing) a statement on Schedule 13D (or
any comparable or successor report) pursuant to Rule 13d-1(a), Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g) of the General Rules
and Regulations promulgated under the Exchange Act, as in effect on the date of this Agreement, with respect to the Common Shares
that are Beneficially Owned by such Person, together with all Affiliates and Associates of such Person, and shall be deemed to
be an Acquiring Person if it, together with all Affiliates and Associates of such Person, is the Beneficial Owner of 10% or more
of the Common Shares then outstanding at any point from and after the time that it first became subject to an obligation to file
(regardless of the due date of such filing) such statement on Schedule 13D; provided, however, that if at such time the
Beneficial Ownership of Common Shares then outstanding of such
Person, together with all Affiliates and Associates of such Person, is not less than 10%, then such Person shall have 30 days
from such time to reduce the Beneficial Ownership of Common Shares of such Person, together with all Affiliates and Associates
of such Person, to less than 10% of the Common Shares then outstanding before being deemed to be an Acquiring Person, but shall
be deemed to be an Acquiring Person if after reducing its, together with all Affiliates and Associates of such Person, Beneficial
Ownership of Common Shares then outstanding to less than 10% of the Common Shares then outstanding it, together with all Affiliates
and Associates of such Person, subsequently becomes the Beneficial Owner of 10% or more of the Common Shares then outstanding
or if, prior to reducing its, together with all Affiliates and Associates of such Person, Beneficial Ownership of the Common Shares
then outstanding to less than 10%, it, together with all Affiliates and Associates of such Person, increases its Beneficial Ownership
of Common Shares then outstanding (other than as a result of an acquisition of Common Shares by the Company) above the lowest
Beneficial Ownership of Common Shares of such Person, together with all Affiliates and Associates of such Person, at any time
during such 30 day period. Notwithstanding the foregoing, no Person who Beneficially Owns, as of the time of the public announcement
of this Agreement, 10% (or 20% in the case of a Person who is a 13G Institutional Investor) or more of the Common Shares then
outstanding shall become an Acquiring Person unless such Person shall, after the time of the public announcement of this Agreement,
increase its Beneficial Ownership of the then outstanding Common Shares (other than as a result of an acquisition of Common Shares
by the Company) to an amount equal to or greater than the greater of (x) 10% (or 20% in the case of a Person who is a 13G
Institutional Investor) or (y) the sum of (i) the lowest Beneficial Ownership of such Person as a percentage of the
outstanding Common Shares as of any date on or after the date of the public announcement of this Agreement plus (ii) 0.001%.
Notwithstanding the foregoing, no Person shall become an “Acquiring Person” as the result of an acquisition of Common
Shares by the Company which, by reducing the number of Common Shares outstanding, increases the proportionate number of Common
Shares Beneficially Owned by such Person to 10% (or 20% in the case of a Person who is a 13G Institutional Investor) or more of
the Common Shares then outstanding; provided, however, that, if a Person shall become the Beneficial Owner of 10%
(or 20% in the case of a Person who is a 13G Institutional Investor) or more of the Common Shares then outstanding by reason of
share purchases by the Company and shall, after such share purchases by the Company, become the Beneficial Owner of any additional
Common Shares (other than solely pursuant to a pro rata dividend or distribution by the Company to all holders of Common Shares),
then such Person shall be deemed to be an “Acquiring Person.” Notwithstanding the foregoing, if the Board of Directors
of the Company determines in good faith that a Person who would otherwise be an “Acquiring Person,” as defined pursuant
to the foregoing provisions of this paragraph (a), has become such inadvertently, and such Person divests as promptly as
practicable a sufficient number of Common Shares so that such Person would no longer be an “Acquiring Person,” as
defined pursuant to the foregoing provisions of this paragraph (a), then such Person shall not be deemed to be an “Acquiring
Person” for any purposes of this Agreement. Notwithstanding the foregoing, if a bona fide swaps dealer who would
otherwise be an “Acquiring Person” has become so as a result of its actions in the ordinary course of its business
that the Board of Directors of the Company determines, in its sole discretion, were taken without the intent or effect of evading
or assisting any other Person to evade the purposes and intent of this Agreement, or otherwise seeking to control or influence
the management or policies of the Company, then, and unless and until the Board of Directors shall otherwise determine, such Person
shall not be deemed to be an “Acquiring Person” for any purposes of this Agreement.


 




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(c)          “Affiliate”
shall have the meaning ascribed to such term in Rule 12b-2 of the General Rules and Regulations under the Exchange Act as in effect
on the date of this Agreement.


 


(d)          “Agreement”
shall have the meaning set forth in the first paragraph hereof.


 


(e)          “Associate”
shall have the meaning ascribed to such term in Rule 12b-2 of the General Rules and Regulations under the Exchange Act as in effect
on the date of this Agreement.


 


(f)          A
Person shall be deemed the “Beneficial Owner” of and shall be deemed to “Beneficially Own”
any securities:


 


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


 


(ii)         which
such Person or any of such Person’s Affiliates or Associates has (A) the right or the obligation to acquire (whether
such right is exercisable, or such obligation is required to be performed, immediately or only after the passage of time, fulfillment
of any condition or otherwise) pursuant to any agreement, arrangement, understanding or relationship, 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, 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; or (B) the right to vote or
dispose of, or direct the voting or disposal of, pursuant to any agreement, arrangement, understanding or relationship, whether
or not in writing; provided, however, that a Person shall not be deemed the Beneficial Owner of, or to Beneficially
Own, any security if the agreement, arrangement, understanding or relationship 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 and (2) is not also then reportable
on Schedule 13D under the Exchange Act (or any comparable or successor report);


 




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(iii)        which
are Beneficially Owned, directly or indirectly, by any other Person with which such Person or any of such Person’s Affiliates
or Associates has (A) 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(f)(ii)(B) hereof) or disposing
of any securities of the Company or (B) any agreement, arrangement or understanding, whether or not in writing, to cooperate in
obtaining, changing or influencing control of the Company (except to the extent contemplated by the proviso to Section 1(f)(ii)(B)
hereof); provided, however, that for purposes of determining Beneficial Ownership of securities under this
Agreement, officers and directors of the Company solely by reason of their status as such shall not constitute a group (notwithstanding
that they may be Associates of one another or may be deemed to constitute a group for purposes of Section 13(d) of the Exchange
Act) and shall not be deemed to own any security owned by another officer or director of the Company; or


 


(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 defined in
the definition of “Derivatives Contract”); provided, however, that the number of Common Shares 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 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.


 


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


 


(g)          “Business
Day” shall mean any day other than a Saturday, a Sunday, or a day on which banking institutions in the City of New York,
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., Eastern time, on such date; provided, however,
that, if such date is not a Business Day, it shall mean 5:00 p.m., Eastern time, on the next succeeding Business Day.


 


(i)          “Common
Shares” shall mean, unless otherwise specified, the shares of common stock, par value $0.001 per share, of the Company.
“Common Shares” when used with reference to any Person other than the Company shall mean the capital stock (or equity
interest) with the greatest voting power of such other Person or, if such other Person is a Subsidiary of another Person, the Person
or Persons which ultimately control such first-mentioned Person.


 




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(j)          “Company”
shall have the meaning set forth in the first paragraph hereof.


 


(k)          “Counterparty”
shall have the meaning set forth in Section 1(n) hereof.


 


(l)          “Derivatives
Contract” shall mean a contract between two parties (the “Receiving Party” and the “Counterparty”)
that is designed to produce economic benefits and risks to the Receiving Party that correspond substantially to the ownership by
the Receiving Party of a number of Common Shares specified or referenced in such contract (the number corresponding to such economic
benefits and risks, the “Notional Common Shares”), regardless of whether obligations under such contract are required
or permitted to be settled through the delivery of cash, Common Shares or other property, without regard to any short position
under the same or any other Derivative Contract. For the avoidance of doubt, 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 shall not be deemed to be Derivatives Contracts.


 


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


 


(n)          “equivalent
preferred shares” shall have the meaning set forth in

Section 11(b) hereof.


 


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


 


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


 


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


 


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


 


(s)          “Notional
Common Shares” shall have the meaning set forth in

Section 1(l) hereof.


 


(t)          “Person”
shall mean any individual, partnership, firm, corporation, limited liability company, association, trust, 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 Exchange Act.


 


(u)          “Preferred
Shares” shall mean shares of Series D Junior Participating Preferred Stock, par value $0.001 per share, of the Company
having the rights and preferences set forth in the Form of Certificate of Designations attached to this Agreement as Exhibit A.


 


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


 




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(w)          “Record
Date” shall have the meaning set forth in the second paragraph hereof.


 


(x)          “Receiving
Party” shall have the meaning set forth in Section 1(l) hereof.


 


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


 


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


 


(aa)         “Reduced
Threshold” shall have the meaning set forth in Section 27.


 


(bb)         “Right”
shall have the meaning set forth in the second paragraph hereof.


 


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


 


(dd)         “Rights
Agent” shall have the meaning set forth in the first paragraph hereof.


 


(ee)         “Shares
Acquisition Date” shall mean the first date of public announcement by the Company or an Acquiring Person that an Acquiring
Person has become such, or that discloses information that reveals the existence of an Acquiring Person, or such earlier date as
the Board of Directors of the Company shall become aware of the existence of an Acquiring Person.


 


(ff)         “Subsidiary”
of any Person shall mean any corporation or other entity of which a majority of the voting power of the voting equity securities
or equity interest is owned, directly or indirectly, by such Person.


 


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


 


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


 


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


 


(jj)         “Trust
Agreement” shall have the meaning set forth in Section 24(c) 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, upon ten (10) days’ prior written notice to the Rights Agent. The
Rights Agent shall have no duty to supervise, and shall in no event be liable for the acts or omissions of any such co-Rights
Agent.


 




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Section 3.          Issue
of Right Certificates.    (a)  Until the Close of Business on the tenth day after the Shares Acquisition Date
(including any such date which is after the date of this Agreement and prior to the issuance of the Rights, the “Distribution
Date”), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates
for Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates)
and not by separate Right Certificates, and Rights associated with any uncertificated Common Shares shall be evidenced (subject
to the provisions of Section 3(b) hereof) by the registration of such Common Shares in the Company’s stock ledger in the
names of the holders thereof (which registration shall also be deemed to be registration of ownership of the associated Rights)
and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection
with the transfer of Common Shares. As soon as practicable after the Distribution Date, the Company will prepare and execute,
the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send)
by first-class, insured, postage-prepaid mail, to each record holder of Common Shares as of the Close of Business on the Distribution
Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person), at the address of such holder shown
on the records of the Company, a Right Certificate, in substantially the form of Exhibit B hereto (a “Right Certificate”),
evidencing one Right for each Common Share so held, subject to adjustment as provided herein. As of the Distribution Date, the
Rights will be evidenced solely by such Right Certificates.


 


(b)          The
Company will make available, or cause to be made available, promptly after the Record Date, a copy of a Summary of Rights to Purchase
Preferred Shares, in substantially the form of Exhibit C hereto (the “Summary of Rights”) to any holder
of Rights (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person) who may so request from time to
time prior to the Expiration Date. With respect to certificates for Common Shares outstanding as of the Close of Business on the
Record Date, until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the Rights (other
than Rights that have been exchanged pursuant to Section 24 hereof) shall be evidenced by such certificates and the registered
holders of the Common Shares shall also be the registered holders of the associated Rights. With respect to uncertificated Common
Shares outstanding as of the Close of Business on the Record Date, until the Distribution Date (or the earlier of the Redemption
Date or the Final Expiration Date), the Rights (other than Rights that have been exchanged pursuant to Section 24 hereof) will
be evidenced by the registration of such Common Shares in the Company’s stock ledger in the names of the holders thereof.
Until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of
any certificate for Common Shares in respect of which Rights have been issued shall also constitute the transfer of the Rights
associated with such Common Shares, and the registration of transfer of ownership of any uncertificated Common Shares in respect
of which Rights have been issued shall also constitute the transfer of the Rights associated with the Common Shares the ownership
of which is so transferred.


 


(c)          Certificates
for Common Shares which become outstanding (including, without limitation, reacquired Common Shares referred to in the last sentence
of this paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the
Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend (or a substantially
similar legend to the same effect):


 




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This certificate
also evidences and entitles the holder hereof to certain rights as set forth in the Rights Agreement between Medifast, Inc. and
American Stock Transfer & Trust Company, LLC, dated as of August 28, 2014, as it may be amended from time to time (the “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 Medifast, Inc. Under certain circumstances, as set forth in the Agreement, such Rights (as defined in the Agreement) will be
evidenced by separate certificates and will no longer be evidenced by this certificate. Medifast, Inc. will mail to the holder
of this certificate a copy of the Agreement without charge after receipt of a written request therefor. As set forth in the Agreement,
Rights Beneficially Owned by any Person (as defined in the Agreement) who becomes an Acquiring Person or an Affiliate or Associate
of an Acquiring Person (as such terms are defined in the Agreement) become null and void.


 


In the case of the initial
transaction statement or subsequent periodic statements with respect to uncertificated Common Shares, such statements shall bear
the following legend (or a substantially similar legend to the same effect):


 


The registration
in the stock ledger of Medifast, Inc. of the Common Shares to which this initial transaction or subsequent periodic statement relates
also evidences and entitles the registered holder of such shares to certain rights as set forth in the Rights Agreement between
Medifast, Inc. and American Stock Transfer & Trust Company, LLC, dated as of August 28, 2014, as it may be amended from time
to time (the “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 Medifast, Inc. Under certain circumstances, as set forth in the Agreement, such
Rights (as defined in the Agreement) will be evidenced by separate certificates and will no longer be evidenced by such registration.
Medifast, Inc. will mail to the registered holder of such shares a copy of the Agreement without charge after receipt of a written
request therefor. Under certain circumstances, as set forth in the Agreement, Rights issued to any Person (as defined in the Agreement)
who becomes an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Agreement),
including such rights held by a subsequent holder, may become null and void and may no longer be transferable.


 




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With respect to such
certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Common Shares represented
by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall
also constitute the transfer of the Rights associated with the Common Shares represented thereby. With respect to such initial
transaction statement or subsequent periodic statements containing the foregoing legend, until the Distribution Date, the Rights
associated with such Common Shares with respect to which such statements are issued shall be evidenced solely by the registration
of ownership of such Common Shares in the stock ledger of the Company, and the registration of transfer of ownership in such stock
ledger shall also constitute the transfer of the Rights associated with such Common Shares, the ownership of which is so transferred.
In the event that the Company purchases or acquires any Common Shares after the Record Date but prior to the Distribution Date,
any Rights associated with such Common Shares shall be deemed cancelled and retired so that the Company shall not be entitled to
exercise any Rights associated with the Common Shares which are no longer outstanding. Notwithstanding this Section 3(c),
the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.


 


Section 4.          Form
of Right Certificates.    The Right Certificates (and the forms of election to purchase Preferred Shares and of assignment
to be printed on the reverse thereof) shall be substantially the same as Exhibit B hereto, and may have such marks of identification
or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not
inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any applicable
rule or regulation made pursuant thereto or with any applicable rule or regulation of any stock exchange or the Financial Industry
Regulatory Authority, or to conform to usage. Subject to the provisions of Section 22 hereof, the Right Certificates shall
entitle the holders thereof to purchase such number of one one-thousandths of a Preferred Share as shall be set forth therein
at the price per one one-thousandth of a Preferred Share set forth therein (the “Purchase Price”), but the
number of such one one-thousandths of a Preferred Share and the Purchase Price shall be subject to adjustment as provided herein.


 


Section 5.          Countersignature
and Registration.    The Right Certificates shall be executed on behalf of the Company by its Chairman of the Board, its
Chief Executive Officer, its President, any of its Vice Presidents or its Treasurer, 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 countersigned, either manually
or by facsimile signature, 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 individual who signed such Right
Certificates had not ceased to be such officer of the Company; and any Right Certificate may be signed on behalf of the Company
by any individual 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 individual was not such an officer.


 




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Following the Distribution
Date, the Rights Agent will keep or cause to be kept, at its principal office, 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.    Subject
to the provisions of Section 14 hereof, at any time after the Close of Business on the Distribution Date, and at or prior
to the Close of Business on the earlier of the Redemption Date or the Final Expiration Date, 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 one-thousandths of a Preferred
Share as the Right Certificate or Right Certificates surrendered then entitled such holder to purchase. Any registered holder
desiring to transfer, split up, 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 principal office of the Rights Agent. 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 the transfer of any surrendered Right
Certificates until the registered holder thereof shall, in addition to having complied with any other applicable provisions hereof,
have (i) duly completed and signed the certificate contained in the form of assignment set forth on the reverse side of such Right
Certificate or Right Certificates, and (ii) provided such additional evidence of the identity of the Beneficial Owner (or former
Beneficial Owner) or Affiliates or Associates thereof, or of any other Person with which such Beneficial Owner or any of such
Beneficial Owner’s Affiliates or Associates has any agreement, arrangement or understanding (whether or not in writing)
for the purpose of acquiring, holding, voting or disposing of any securities of the Company as the Company or the Rights Agent
shall reasonably request. Thereupon the Rights Agent shall, subject to Sections 7(e), 14 and 24 hereof, 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 charge that may be imposed in connection with any transfer, split up,
combination or exchange of Right Certificates.


 


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 delivery to the registered holder in
lieu of the Right Certificate so lost, stolen, destroyed or mutilated.


 




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Notwithstanding any other
provisions 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 Rights Certificates.


 


Section 7.          Exercise
of Rights; Purchase Price; Expiration Date of Rights.    (a)  The registered holder of any Right Certificate may
exercise the Rights evidenced thereby (except as otherwise provided herein), in whole or in part, at any time after the Distribution
Date, 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 principal office of the Rights Agent, together with payment of the Purchase Price for each one one-thousandth
of a Preferred Share as to which the Rights are exercised, at or prior to the earliest of (i) the Close of Business on August
28, 2015 (the “Final Expiration Date”), (ii) the time at which the Rights are redeemed as provided in
Section 23 hereof (the “Redemption Date”), or (iii) the time at which such Rights are exchanged as
provided in Section 24 hereof.


 


(b)          The
Purchase Price for each one one-thousandth of a Preferred Share purchasable pursuant to the exercise of a Right shall initially
be $110.00, and shall be subject to adjustment from time to time as provided in Section 11 or 13 hereof, and shall be payable
in lawful money of the United States of America in accordance with paragraph (c) below.


 


(c)          Upon
receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase duly executed, accompanied
by payment of the Purchase Price for the shares to be purchased and an amount equal to any applicable transfer tax required to
be paid by the holder of such Right Certificate in accordance with Section 9 hereof by 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 Shares certificates for the number of Preferred Shares to be purchased and the Company
hereby irrevocably authorizes any such transfer agent to comply with all such requests, or (B) requisition from the depositary
agent, if there shall be one, depositary receipts representing such number of one one-thousandths of a Preferred Share as are to
be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer
agent of the Preferred Shares with such depositary agent) and the Company hereby directs such depositary agent to comply with such
request; (ii) when appropriate, 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) after receipt of such certificates or depositary receipts, cause the
same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names
as may be designated by such holder; and (iv) when appropriate, after receipt, deliver such cash to or upon the order of the
registered holder of such Right Certificate.


 


(d)          In
case the registered holder of any Right Certificate shall exercise less than all the Rights evidenced thereby, a new Right Certificate
evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent to the registered holder of
such Right Certificate or to such holder’s duly authorized assigns, subject to the provisions of Section 14 hereof.


 




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(e)          Notwithstanding
anything in this Agreement to the contrary, (i) the Rights shall not become exercisable pursuant to any provision of this Agreement
prior to the Distribution Date and (ii) 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 exercise as set forth in this Section 7 unless such
registered holder shall, in addition to having complied with the requirements of Section 7(a) hereof, have (A) duly and properly
completed and signed the certificate contained in the form of election to purchase set forth on the reverse side of the Right Certificate
surrendered for such exercise and (B) provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial
Owner) or Affiliates or Associates thereof, or of any other Person with which such Beneficial Owner or any of such Beneficial Owner’s
Affiliates or Associates has any agreement, arrangement or understanding (whether or not in writing) for the purpose of acquiring,
holding, voting or disposing of any securities of the Company as the Company or the Rights Agent shall reasonably request.


 


Section 8.          Cancellation
and Destruction of Right Certificates.    All Right Certificates surrendered for the purpose of exercise, transfer, split
up, combination or exchange shall, if surrendered to the Company or to any of its agents, be delivered to the Rights Agent for
cancellation or in cancelled form, or, if surrendered to the Rights Agent, shall be cancelled 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 cancelled Right
Certificates to the Company, or shall, at the written request of the Company, destroy such cancelled Right Certificates, and,
in such case, shall deliver a certificate of destruction thereof to the Company.


 


Section 9.          Availability
of Preferred Shares.    The Company covenants and agrees that it will cause to be reserved and kept available out of its
authorized and unissued Preferred Shares or any Preferred Shares held in its treasury the number of Preferred Shares that will
be sufficient to permit the exercise in full of all outstanding Rights in accordance with Section 7 hereof. The Company covenants
and agrees that it will take all such action as may be necessary to ensure that all Preferred Shares delivered upon exercise of
Rights shall, at the time of delivery of the certificates for such Preferred Shares (subject to payment of the Purchase Price),
be duly and validly authorized and issued and fully paid and nonassessable shares.


 


The Company further covenants
and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable
in respect of the issuance or delivery of the Right Certificates or of any Preferred Shares upon the exercise of Rights. The Company
shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Right Certificates
to a Person other than, or the issuance or delivery of certificates or depositary receipts for the Preferred Shares in a name other
than that of, the registered holder of the Right Certificate evidencing Rights surrendered for exercise or to issue or to deliver
any certificates or depositary receipts for Preferred Shares upon the exercise of any Rights until any such tax shall have been
paid (any such tax 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 is due.


 




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


 


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


 


(a)          (i)  In
the event the Company shall at any time after the date of this Agreement (A) declare a dividend on the Preferred Shares payable
in Preferred Shares, (B) subdivide the outstanding Preferred Shares, (C) combine the outstanding Preferred Shares into
a smaller number of Preferred Shares or (D) issue any shares of its capital stock in a reclassification of the Preferred Shares
(including any such reclassification in connection with a share exchange, consolidation or merger 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 subdivision, combination or reclassification, and the number
and kind of shares of capital stock issuable on such date, shall be proportionately adjusted so that the holder of any Right exercised
after such time shall be entitled to receive the aggregate number and kind of shares of capital stock which, if such Right had
been exercised immediately prior to such date and at a time when the Preferred Shares transfer books of the Company were open,
such holder would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination
or reclassification; 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.


 


(ii)         Subject
to Section 24 hereof, in the event any Person becomes an Acquiring Person after the date of this Agreement, each holder of
a Right shall thereafter have a right to receive, upon exercise thereof at a price equal to the then current Purchase Price multiplied
by the number of one one-thousandths of a Preferred Share for which a Right is then exercisable, in accordance with the terms of
this Agreement and in lieu of Preferred Shares, such number of Common Shares as shall equal the result obtained by (A) multiplying
the then current Purchase Price by the number of one one-thousandths of a Preferred Share for which a Right is then exercisable
and dividing that product by (B) 50% of the then current per share market price of the Common Shares (determined pursuant
to Section 11(d) hereof) on the date of the occurrence of such event. In the event that any Person shall become an Acquiring
Person and the Rights shall then be outstanding, the Company shall not take any action which would eliminate or diminish the benefits
intended to be afforded by the Rights.


 




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Notwithstanding anything
in this Agreement to the contrary, in the event that any Person becomes an Acquiring Person, from and after the occurrence of such
event, any Rights that are or were acquired or Beneficially Owned by (1) any Acquiring Person (or any Associate or Affiliate of
such Acquiring Person), (2) a transferee of any Acquiring Person (or of any such Associate or Affiliate) who becomes such a transferee
after the Acquiring Person becomes an Acquiring Person or (3) a transferee of an Acquiring Person (or of any such Associate or
Affiliate) who becomes such a transferee prior to or concurrently with the Acquiring Person becoming an Acquiring Person and who
receives such Rights (I) with actual knowledge that the transferor is or was an Acquiring Person or (II) pursuant to either (x)
a transfer (whether or not for consideration) from the Acquiring Person (or any such Associate or Affiliate) to holders of equity
interests in such Acquiring Person (or any such Associate or Affiliate) or to any Person with whom the Acquiring Person (or such
Associate or Affiliate) has any continuing agreement, arrangement, understanding or relationship (whether or not in writing) regarding
the transferred Rights or (y) a transfer which the Board of Directors of the Company has determined is part of a plan, arrangement
or understanding (whether or not in writing) which has as a primary purpose or effect of the avoidance of this Section 11(a)(ii),
shall, in each such case, be null and void and any holder of such Rights (whether or not such holder is an Acquiring Person or
an Associate or Affiliate of an Acquiring Person, or any transferee of the type described in this paragraph) shall thereafter have
no right to exercise such Rights under any provision of this Agreement or otherwise. Neither the Company nor the Rights Agent shall
have liability to any holder of Right Certificates or other Person as a result of its failure to make any determinations with respect
to an Acquiring Person or its Affiliates, Associates or transferees hereunder. No Right Certificate shall be issued pursuant to
Section 3, 6, 7(d), 11(i) or otherwise that represents Rights that are or have become null and void pursuant to the provisions
of this paragraph and any Right Certificate delivered to the Rights Agent that represents Rights that are or have become null and
void pursuant to the provisions of this paragraph shall, upon receipt of written notice directing it to do so, be cancelled by
the Rights Agent.


 


(iii)        In
the event that there shall not be sufficient Common Shares issued but not outstanding or authorized but unissued to permit the
exercise in full of the Rights in accordance with subparagraph (ii) above, the Company shall take all such action as may be
necessary to authorize additional Common Shares for issuance upon exercise of the Rights. In the event the Company shall, after
good faith effort, be unable to take all such action as may be necessary to authorize such additional Common Shares, the Company
shall substitute, for each Common Share that would otherwise be issuable upon exercise of a Right, a number of Preferred Shares
or fraction thereof such that the current per share market price of one Preferred Share multiplied by such number or fraction is
equal to the current per share market price of one Common Share as of the date of issuance of such Preferred Shares or fraction
thereof.


 




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(b)          In
case the Company shall fix a record date for the issuance of rights, options or warrants to all holders of Preferred Shares entitling
them (for a period expiring within 45 calendar days after such record date) to subscribe for or purchase Preferred Shares (or shares
having the same rights, privileges and preferences as the Preferred Shares (“equivalent preferred shares”))
or securities convertible into Preferred Shares or equivalent preferred shares at a price per Preferred Share or equivalent preferred
share (or having a conversion price per share, if a security convertible into Preferred Shares or equivalent preferred shares)
less than the then current per share market price of the Preferred Shares (as defined in Section 11(d)) on such record date,
the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately
prior to such record date by a fraction, the numerator of which shall be the number of Preferred Shares outstanding on such record
date plus the number of Preferred Shares which the aggregate offering price of the total number of Preferred Shares 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 Preferred Shares outstanding on
such record date plus the number of additional Preferred Shares 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 a consideration
part or all of which shall be in a form other than cash, the value of such consideration shall be as determined in good faith by
the Board of Directors 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. 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 Shares (including any
such distribution made in connection with a share exchange, consolidation or merger in which the Company is the continuing or surviving
corporation) of evidences of indebtedness or assets (other than a regular quarterly cash dividend or a dividend payable in Preferred
Shares) or subscription rights or warrants (excluding those referred to in Section 11(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 Shares on such record
date, less the fair market value (as determined in good faith 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 Preferred Share and the denominator of which shall be such then-current per share market price of the Preferred Shares on
such record date; 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.


 




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(d)          (i)  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 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, reported at or prior to 4:00 p.m., Eastern time, or, in case no such sale takes place on such day, the average of the
bid and asked prices, regular way, reported as of 4:00 p.m., Eastern time, 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, if the
Security is not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction
reporting system with respect to securities listed on the principal national securities exchange on which the Security is listed
or admitted to trading or, if the Security is not listed or admitted to trading on any national securities exchange, the last quoted
price reported at or prior to 4:00 p.m., Eastern time, or, if not so quoted, the average of the high bid and low asked prices
in the over-the-counter market, as reported as of 4:00 p.m., Eastern time by NASDAQ or such other system then in use, or,
if on any such date the Security is not quoted by any such organization, the average of the closing bid and asked prices as furnished
by a professional market maker making a market in the Security selected by the Board 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.


 


(ii)         For
the purpose of any computation hereunder, the “current per share market price” of the Preferred Shares shall be determined
in accordance with the method set forth in Section 11(d)(i). If the Preferred Shares are not publicly traded, the “current
per share market price” of the Preferred Shares shall be conclusively deemed to be the current per share market price of
the Common Shares as determined pursuant to Section 11(d)(i) hereof (appropriately adjusted to reflect any stock split, stock
dividend or similar transaction occurring after the date hereof), multiplied by one thousand. If neither the Common Shares nor
the Preferred Shares are publicly held or so listed or traded, “current per share market price” shall mean the fair
value per share as determined in good faith 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 the holders of the Rights.


 




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(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 ten-millionth of a Preferred Share or one ten-thousandth of any other share
or security as the case may be. Notwithstanding the first sentence of this Section 11(e), any adjustment required by this
Section 11 shall be made no later than the earlier of (i) three years from the date of the transaction which requires
such adjustment or (ii) the date of the expiration of the right to exercise any Rights.


 


(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 Preferred Shares, thereafter the number of such other
shares so receivable upon exercise of any Right shall be subject to adjustment from time to time in a manner and on terms as nearly
equivalent as practicable to the provisions with respect to the Preferred Shares contained in Section 11(a) through (c) hereof,
inclusive, Sections 11(e), 11(h), 11(i), 11(m) and 11(n) hereof and the provisions of Sections 7, 9, 10, 13 and 14 hereof
with respect to the Preferred Shares shall apply on like terms to any such other shares.


 


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


 


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


 


(i)          The
Company may elect, on or after the date of any adjustment of the Purchase Price, to adjust the number of Rights in substitution
for any adjustment in the number of one one-thousandths of a Preferred Share 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 one-thousandths
of a Preferred Share for which a Right was exercisable immediately prior to such adjustment. Each Right held of record prior to
such adjustment of the number of Rights shall become that number of Rights (calculated to the nearest one ten-thousandth) obtained
by dividing the Purchase Price in effect immediately prior to adjustment of the Purchase Price by the Purchase Price in effect
immediately after adjustment of the Purchase Price. The Company shall make a public announcement of its election to adjust the
number of Rights, indicating the record date for the adjustment, and, if known at the time, the amount of the adjustment to be
made. This record date may be the date on which the Purchase Price is adjusted or any day thereafter, but, if the Right Certificates
have been issued, shall be at least 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(i), the Company shall, as promptly as practicable,
cause to be distributed to holders of record of Right Certificates on such record date Right Certificates evidencing, subject to
Section 14 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 so to be 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.


 




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


 


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


 


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


 


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


 




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(n)          In
the event that, at any time after the date of this Agreement and prior to the Distribution Date, the Company shall (i) declare
or pay any dividend on the Common Shares payable in Common Shares, or (ii) effect a subdivision, combination or consolidation
of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares) into a greater or lesser
number of Common Shares, then, in any such case, (A) the number of one one-thousandths of a Preferred Share purchasable after
such event upon proper exercise of each Right shall be determined by multiplying the number of one one-thousandths of a Preferred
Share so purchasable immediately prior to such event by a fraction, the numerator of which is the number of Common Shares outstanding
immediately before such event and the denominator of which is the number of Common Shares outstanding immediately after such event,
and (B) each Common Share outstanding immediately after such event shall have issued with respect to it that number of Rights
which each Common Share outstanding immediately prior to such event had issued with respect to it. The adjustments provided for
in this Section 11(n) shall be made successively whenever such a dividend is declared or paid or such a subdivision, combination
or consolidation is effected.


 


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 or describing such event and a brief statement
of the facts accounting for such adjustment or describing such event, (b) file with the Rights Agent and with each transfer
agent for the Common Shares or the Preferred Shares a copy of such certificate and (c) if such adjustment occurs at any time
after the Distribution Date, mail a brief summary thereof to each holder of a Right Certificate in accordance with Section 25
hereof. Notwithstanding the foregoing sentence, the failure of the Company to make such certification or give such notice shall
not affect the validity of or the force or effect of the requirement for such adjustment. Any adjustment to be made pursuant to
Sections 11 or 13 hereof shall be effective as of the date of the event giving rise to such adjustment.


 


Section 13.         Consolidation,
Merger or Sale or Transfer of Assets or Earning Power. In the event, directly or indirectly, at any time after a Person
has become an Acquiring Person, (a) the Company shall effect a share exchange, consolidate with, or merge with and into,
any other Person, (b) any Person shall effect a share exchange, consolidate with the Company, or merge with and into the
Company and the Company shall be the continuing or surviving corporation of such share exchange or merger and, in connection with
such merger, all or part of the Common Shares shall be changed into or exchanged for stock or other securities of any other Person
(or the Company) or cash or any other property, or (c) the Company shall sell, pledge or otherwise transfer (or one or more
of its Subsidiaries shall sell, pledge or otherwise transfer), in one or more transactions, assets or earning power aggregating
50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person other than
the Company or one or more of its wholly-owned Subsidiaries, then, and in each such case, proper provision shall be made so that
(i) each holder of a Right (except as otherwise provided herein) shall thereafter have the right to receive, upon the exercise
thereof at a price equal to the then current Purchase Price multiplied by the number of one one-thousandths of a Preferred Share
for which a Right is then exercisable, in accordance with the terms of this Agreement and in lieu of Preferred Shares, such number
of Common Shares of such other Person (including the Company as successor thereto or as the surviving corporation) as shall equal
the result obtained by (A) multiplying the then current Purchase Price by the number of one one-thousandths of a Preferred
Share for which a Right is then exercisable and dividing that product by (B) 50% of the then current per share market price
of the Common Shares of such other Person (determined pursuant to Section 11(d) hereof) on the date of consummation of such
consolidation, merger, sale or transfer; provided, however, that the price per Right so payable and the number of
Common Shares so receivable upon exercise of a Right shall thereafter be subject to further adjustment as appropriate in accordance
with Section 11(f) hereof to reflect any events covered thereby occurring in respect of such Common Shares of such other Person
after the occurrence of such merger, consolidation, sale, exchange, mortgage or other transfer; (ii) the issuer of such Common
Shares shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transfer, all the obligations
and duties of the Company pursuant to this Agreement; (iii) the term “Company” shall thereafter be deemed to
refer to such issuer; and (iv) such issuer shall take such steps (including, but not limited to, the reservation of a sufficient
number of its Common Shares in accordance with Section 9 hereof) in connection with such consummation as may be necessary
to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to the Common
Shares thereafter deliverable upon the exercise of the Rights. The Company shall not consummate any such consolidation, merger,
sale or transfer unless, prior thereto, the Company and such issuer shall have executed and delivered to the Rights Agent a supplemental
agreement so providing. The Company shall not enter into any transaction of the kind referred to in this Section 13 if at
the time of such transaction there are any rights, warrants, instruments or securities outstanding or any agreements or arrangements
which, as a result of the consummation of such transaction, would eliminate or substantially diminish the benefits intended to
be afforded by the Rights. The provisions of this Section 13 shall similarly apply to successive mergers, share exchanges,
or consolidations or sales or other transfers.


 




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Section 14.         Fractional
Rights and Fractional Shares. (a)     The Company shall not be required to issue fractions of Rights or to distribute
Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, 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, if the Rights are not listed or admitted to trading on the New York Stock Exchange, as reported
in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities
exchange on which the Rights are listed or admitted to trading or, if the Rights are not listed or admitted to trading on any
national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in
the over-the-counter market, as reported by NASDAQ or such other system then in use or, if on any such date the Rights are not
quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making
a market in the Rights selected by the Board of Directors 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 in good faith by the Board of Directors of the Company
shall be used.


 




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


 


(c)          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 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 Shares); and any registered holder of any Right Certificate (or, prior to the Distribution
Date, of the Common Shares), without the consent of the Rights Agent or of the holder of any other Right Certificate (or, prior
to the Distribution Date, of the Common Shares), may, in such holder’s own behalf and for such holder’s own benefit,
enforce, and may institute and maintain any suit, action or proceeding against the Company to enforce, or otherwise act in respect
of, such holder’s right to exercise the Rights evidenced by such Right Certificate in the manner provided in such Right
Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically
acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement, 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. Notwithstanding anything in this Agreement
to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as
a result of the Company’s or the Rights Agent’s inability to perform any of their respective obligations under this
Agreement by reason of any preliminary or permanent injunction or other order, judgment, decree or ruling (whether interlocutory
or final) issued by a court or a governmental, regulatory, self-regulatory or administrative agency or commission, or any statute,
rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining
performance of such obligation. Nothing in this Agreement shall be construed to give any holder of Rights or any other
Person any legal or equitable rights, remedy or claim under this Agreement in connection with any transactions contemplated by
the Merger Agreement.


 




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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 not be represented by Right Certificates and will be transferable only in connection
with the transfer of the Common Shares;


 


(b)          after
the Distribution Date, the Right Certificates are transferable only on the registry books of the Rights Agent if surrendered at
the principal office of the Rights Agent, duly endorsed or accompanied by a proper instrument of transfer; and


 


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


 


Section 17.         Right
Certificate Holder Not Deemed a 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 Shares or any other securities of the Company which
may at any time be issuable on the exercise of the Rights represented thereby, nor shall anything contained herein or in any Right
Certificate be construed to confer upon the holder of any Right Certificate, as such, any of the rights of a stockholder of the
Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof,
or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders
(except as provided in Section 25 hereof), or to receive dividends or subscription rights, or otherwise, until the Right
or Rights evidenced by such Right Certificate shall have been exercised in accordance with the provisions hereof.


 


Section 18.         Concerning
the Rights Agent.    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 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 in the premises.


 


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 for the Preferred Shares or Common Shares
or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter,
notice, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed
and, where necessary, verified or acknowledged, by the proper Person or Persons, or otherwise upon the advice of counsel as set
forth in Section 20 hereof.


 




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Section 19.         Merger
or Consolidation or Change of Name of Rights Agent.    Any corporation into which the Rights Agent or any successor Rights
Agent may be merged or with which it may effect a share exchange, be consolidated, or any Person resulting from any merger, share
exchange, or consolidation to which the Rights Agent or any successor Rights Agent shall be a party, or any Person succeeding
to the stock transfer or 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 document or any further act on the part of any
of the parties hereto; provided that such Person would be eligible for appointment as a successor Rights Agent under the
provisions of Section 21 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 the predecessor Rights Agent and deliver such Right Certificates so countersigned; and, in case
at that time any of the Right Certificates shall not have been countersigned, any successor Rights Agent may countersign such
Right Certificates either in the name of the predecessor Rights Agent or in the name of the successor Rights Agent; and, in all
such cases, such Right Certificates shall have the full force provided in the Right Certificates and in this Agreement.


 


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 any one of the Chairman of the Board, the Chief Executive Officer, the President, any Vice President, the Treasurer,
the Secretary or any Assistant Secretary of the Company and delivered to the Rights Agent; and such certificate shall be full authorization
to the Rights Agent 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 to the Company and any other Person only for its own gross negligence, bad faith or willful
misconduct.


 




    	-23-



    	 



    

  


(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.


 


(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 (including
the manner, method or amount thereof) provided for in Section 3, 11, 13, 23 or 24 hereof, 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 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 Preferred Shares to be issued pursuant
to this Agreement or any Right Certificate or as to whether any Preferred Shares will, when issued, be validly authorized and issued,
fully paid and nonassessable.


 


(f)          The
Company agrees that it will perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered
all such further and other acts, instruments and assurances as may reasonably be required by the Rights Agent for the carrying
out or performing by the Rights Agent of 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 one of the Chairman of the Board, the Chief Executive Officer, the President, any Vice President, the Secretary, any Assistant
Secretary, the Treasurer or any Assistant Treasurer 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
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 Person.


 




    	-24-



    	 



    

  


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


 


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 Shares or Preferred Shares by registered
or certified mail. In the event the transfer agency relationship in effect between the Company and the Rights Agent terminates,
the Rights Agent will be deemed to have resigned automatically and be discharged from its duties under this Agreement as of the
effective date of such termination, and the Company shall be responsible for sending any required notice.


 


The Company may remove
the Rights Agent or any successor Rights Agent (with or without cause) upon 30 days’ notice in writing, mailed to the Rights
Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares or Preferred Shares by registered
or certified mail, and to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed
or shall otherwise become incapable of acting, the Company shall appoint a successor to 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 (which
holder 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 either (a) a Person organized and doing
business under the laws of the United States or of the State of New York (or of any other state of the United States so long as
such Person is authorized to do business 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 of at least $50 million or (b) an
affiliate or direct or indirect wholly-owned Subsidiary of such Person or its wholly-owning parent. After appointment, the successor
Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights
Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any
property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for
the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the
predecessor Rights Agent and each transfer agent of the Common Shares or Preferred Shares, and mail a notice thereof in writing
to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, however,
or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment
of the successor Rights Agent, as the case may be.


 




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Section 22.         Issuance
of New Right Certificates.    Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary,
the Company may, at its option, issue new Right Certificates evidencing Rights in such form as may be approved by 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.


 


Section 23.         Redemption.    (a)  The
Board of Directors of the Company may, at its option, at any time prior to such time as any Person becomes an Acquiring Person,
redeem all but not less than all the then outstanding Rights at a redemption price of $0.001 per Right, appropriately adjusted
to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being
hereinafter referred to as the “Redemption Price”). The redemption 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 as the Board of Directors of the Company,
in its sole discretion, may establish.


 


(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, 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, the Company shall mail a notice of redemption to all the holders of the then outstanding Rights at
their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry
books of the transfer agent for the Common Shares. Any notice which is mailed in the manner herein provided shall be deemed given,
whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the
Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for
value any Rights at any time in any manner other than that specifically set forth in this Section 23 or in Section 24
hereof, and other than in connection with the purchase of Common Shares prior to the Distribution Date.


 


Section 24.         Exchange.    (a)  The
Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, exchange all or
part of the then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to
the provisions of Section 11(a)(ii) hereof) for Common Shares at an exchange ratio of one Common Share per Right, appropriately
adjusted to reflect any adjustment in the number of Rights pursuant to Section 11(i) (such exchange ratio 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 any Person (other than the Company, any Subsidiary of the Company,
any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Shares for or pursuant to the terms
of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of
the Common Shares then outstanding.


 




    	-26-



    	 



    

  


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


 


(c)          Following
the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to this Section 24, the Company
may implement such procedures as it deems appropriate, in its sole discretion, for the purpose of ensuring that the Common Stock
(or such other consideration) issuable upon an exchange pursuant to this Section 24 is not received by holders of Rights that have
become null and void pursuant to Section 11(a)(ii). Before effecting an exchange pursuant to this Section 24, the Board of
Directors of the Company may direct the Company to enter into a Trust Agreement in such form and with such terms as the Board of
Directors of the Company shall then approve (the “Trust Agreement”). If the Board of Directors of the Company
so directs, the Company shall enter into the Trust Agreement and shall issue to the trust created by such agreement (the “Trust”)
all or a portion (as designated by the Board of Directors of the Company) of the shares of Common Stock (or other securities) issuable
pursuant to the exchange, and all holders of Rights entitled to receive such shares or securities pursuant to the exchange shall
be entitled to receive such shares or securities (and any dividends paid or distributions made thereon after the date on which
such shares are deposited in the Trust) only from the Trust and solely upon compliance with the relevant terms and provisions of
the Trust Agreement. Prior to effecting an exchange and registering shares of Common Stock (or other such securities) in any Person’s
name, including any nominee or transferee of a Person, the Company may require (or cause the trustee of the Trust to require),
as a condition thereof, that any holder of Rights provide evidence, including, without limitation, the identity of the Beneficial
Owners thereof and their Affiliates and Associates (or former Beneficial Owners thereof and their Affiliates and Associates) as
the Company shall reasonably request in order to determine if such Rights are null and void. If any Person shall fail to comply
with such request, the Company shall be entitled conclusively to deem the Rights formerly held by such Person to be null and void
pursuant to Section 11(a)(ii) and not transferable or exercisable or exchangeable in connection herewith. Any shares of Common
Stock or other securities issued at the direction of the Board of Directors of the Company in connection herewith shall be validly
issued, fully paid and nonassessable shares of Common Stock or of such other securities (as the case may be), and the Company shall
be deemed to have received as consideration for such issuance a benefit having a value that is at least equal to the aggregate
par value of the shares so issued.


 




    	-27-



    	 



    

  


(d)          In
the event that there shall not be sufficient Common Shares issued but not outstanding or authorized but unissued to permit any
exchange of Rights as contemplated in accordance with this Section 24, the Company shall take all such action as may be necessary
to authorize additional Common Shares for issuance upon exchange of the Rights. In the event the Company shall, after good faith
effort, be unable to take all such action as may be necessary to authorize such additional Common Shares, the Company shall substitute,
for each Common Share that would otherwise be issuable upon exchange of a Right, a number of Preferred Shares (or a security with
substantially similar rights, privileges, voting power and economic rights) or fraction thereof such that the current per share
market price of one Preferred Share (or such other security) multiplied by such number or fraction is equal to the current per
share market price of one Common Share as of the date of issuance of such Preferred Shares (or such other security) or fraction
thereof.


 


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


 


Section 25.         Notice
of Certain Events.    (a)  In case the Company shall, at any time after the Distribution Date, propose (i) to
pay any dividend payable in stock of any class to the holders of the Preferred Shares or to make any other distribution to the
holders of the Preferred Shares (other than a regular quarterly cash dividend), (ii) to offer to the holders of the Preferred
Shares rights or warrants to subscribe for or to purchase any additional Preferred Shares or shares of stock of any class or any
other securities, rights or options, (iii) to effect any reclassification of the Preferred Shares (other than a reclassification
involving only the subdivision of outstanding Preferred Shares), (iv) to effect any share exchange, consolidation 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
declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation
of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, in each such case,
the Company shall give to each holder of a Right Certificate, in accordance with Section 26 hereof, a notice of such proposed
action, which shall specify the record date for the purposes of such stock dividend, or distribution of rights or warrants, or
the date on which such reclassification, share exchange, consolidation, merger, sale, transfer, liquidation, dissolution, or winding
up is to take place and the date of participation therein by the holders of the Common Shares and/or Preferred Shares, if any
such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above
at least 10 days prior to the record date for determining holders of the Preferred Shares for purposes of such action, and, in
the case of any such other action, at least 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 Shares and/or Preferred Shares, whichever shall be the earlier.


 




    	-28-



    	 



    

  


(b)          In
case the event set forth in Section 11(a)(ii) hereof shall occur, then the Company shall, as soon as practicable thereafter,
give to each holder of a Right Certificate, 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) hereof.


 


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 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:


 


Medifast, Inc.


3600 Crondall Lane


Owings Mills, Maryland 18195


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 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, New York 11219


Attention: Client Services


 


with a copy (which
shall not constitute notice):


 


American Stock
Transfer & Trust Company, LLC


6201 15th Avenue


Brooklyn, New York 11219


Attention: General Counsel


 


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.


 




    	-29-



    	 



    

  


Section 27.         Supplements
and Amendments.    The Board of Directors of the Company may from time to time supplement or amend this Agreement without
the approval of any holders of Right Certificates in order to cure any ambiguity, to correct or supplement any provision contained
herein which may be defective or inconsistent with any other provisions herein, shorten or lengthen any time period hereunder,
or to make any other provisions with respect to the Rights which the Board of Directors of the Company may deem necessary or desirable,
any such supplement or amendment to be evidenced by a writing signed by the Company and the Rights Agent; provided, however,
that from and after such time as any Person becomes an Acquiring Person, this Agreement shall not be amended in any manner which
would adversely affect the interests of the holders of Rights (other than an Acquiring Person or Affiliate or Associate thereof).
Without limiting the generality of the foregoing, the Company may at any time prior to such time as a 13G Institutional Investor
becomes an Acquiring Person amend this Agreement to lower the thresholds set forth in Section 1(a) hereof with respect to 13G
Institutional Investors to not less than 10% (the “Reduced Threshold”); provided, however, that
no Person who Beneficially Owns a number of Common Shares equal to or greater than the Reduced Threshold shall become an Acquiring
Person unless such Person shall, after the public announcement of the Reduced Threshold, increase its Beneficial Ownership of
the then-outstanding Common Shares (other than as a result of an acquisition of Common Shares by the Company) to an amount equal
to or greater than the greater of (x) the Reduced Threshold or (y) the sum of (i) the lowest Beneficial Ownership of such Person
as a percentage of the outstanding Common Shares as of any date on or after the date of the public announcement of such Reduced
Threshold plus (ii) 0.001%. For the avoidance of doubt, the Company shall be entitled to adopt and implement such procedures and
arrangements (including with third parties) as it may deem necessary or desirable to facilitate the exercise, exchange, trading,
issuance or distribution of the Rights (and Preferred Shares) as contemplated hereby and to ensure that an Acquiring Person does
not obtain the benefits thereof, and amendments in respect of the foregoing shall not be deemed to adversely affect the interests
of the holders of Rights. Upon the delivery of a certificate from an appropriate officer of the Company that states that the proposed
supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall duly execute and deliver any
supplement or amendment hereto requested by the Company; provided that such supplement or amendment does not adversely
affect the rights, duties, immunities or obligations of the Rights Agent under this Agreement.


 


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


 


Section 29.         Determinations
and Actions by the Board of Directors.    Except as otherwise specifically provided herein, the Board of Directors of the
Company shall have the exclusive power and authority to exercise all rights and powers specifically granted to the Board of Directors
of the Company or to the Company hereunder, or as may be necessary or advisable in the administration of this Agreement, including,
without limitation, the right and power (i) to interpret the provisions of this Agreement and (ii) to make all determinations
deemed necessary or advisable for the administration of this Agreement. All such actions, calculations, interpretations and determinations
(including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board
of Directors of the Company in good faith shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders
of the Rights and all other parties, and (y) not subject the Board of Directors of the Company or any member thereof to any liability
to the holders of the Rights. The Rights Agent shall always be entitled to assume that the Board of Directors of the Company acted
in good faith and will be fully protected and incur no liability in reliance thereon.


 




    	-30-



    	 



    

  


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


 


Section 31.         Severability.    If
any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority
to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall
remain in full force and effect and shall in no way be affected, impaired or invalidated.


 


Section 32.         Governing
Law.    This Agreement and each Right Certificate issued hereunder shall be deemed to be a contract made under the laws
of the State of Delaware 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.


 


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


 


Section 35.         Force
Majeure.    Notwithstanding anything to the contrary contained herein, the Rights Agent shall not be liable for any delays
or failures in performance resulting from acts beyond its reasonable control including, without limitation, acts of God, terrorist
acts, shortage of supply, breakdowns or malfunctions, interruptions or malfunctions 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.


 




    	-31-



    	 



    

 


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


 


	 	MEDIFAST, INC.
	 	 
	 	By:	/s/ Jason L. Groves
	 	 	Name:	Jason L. Groves
	 	 	Title:	
        Executive Vice President
        and

        General Counsel

	 	 	 	 
	 	AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC
	 	 
	 	By:	/s/ Paula Caroppoli
	 	 	Name:	Paula Caroppoli
	 	 	Title:	Senior Vice President
	 	 	 	 	 











 



    	 



    	 



    

 


EXHIBIT A


 


FORM OF CERTIFICATE OF
DESIGNATIONS OF

SERIES D JUNIOR PARTICIPATING PREFERRED STOCK OF

MEDIFAST, INC.


 


(Pursuant to Section 151
of the

Delaware General Corporation Law)


 


MEDIFAST, INC., a corporation
organized and existing under the General Corporation Law of the State of Delaware (hereinafter called the “Corporation”),
hereby certifies that the following resolution was adopted by the Board of Directors of the Corporation as required by Section 151
of the General Corporation Law at a meeting duly called and held on August 28, 2014:


 


RESOLVED, that pursuant
to the authority granted to and vested in the Board of Directors of this Corporation (hereinafter called the “Board of
Directors” or the “Board”) in accordance with the provisions of the Certificate of Incorporation,
the Board of Directors hereby creates a series of Preferred Stock, par value $0.001 per share, of the Corporation (the “Preferred
Stock”), and hereby states the designation and number of shares, and fixes the relative rights, preferences, and limitations
thereof as follows:


 


Series D Junior Participating
Preferred Stock:


 


Section 1.          Designation
and Amount.    The shares of such series shall be designated as “Series D Junior Participating Preferred Stock” (the
“Series D Preferred Stock”) and the number of shares constituting the Series D Preferred Stock shall be 150,000.
Such number of shares may be increased or decreased by resolution of the Board of Directors; provided, that no decrease
shall reduce the number of shares of Series D Preferred Stock to a number less than the number of shares then outstanding plus
the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion
of any outstanding securities issued by the Corporation convertible into Series D Preferred Stock.


 


Section 2.          Dividends
and Distributions.    (A)  Subject to the rights of the holders of any shares of any series of Preferred Stock (or any
similar stock) ranking prior and superior to the Series D Preferred Stock with respect to dividends, the holders of shares of Series
D Preferred Stock, in preference to the holders of Common Stock, par value $0.001 per share (the “Common Stock”),
of the Corporation, and of any other junior stock, shall be entitled to receive, when, as and if declared by the Board of Directors
out of funds legally available for the purpose, quarterly dividends payable in cash on the first day of March, June, September
and December in each year (each such date being referred to herein as a “Quarterly Dividend Payment Date”),
commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series D
Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $1.00 or (b) subject
to the provision for adjustment hereinafter set forth, 1,000 times the aggregate per share amount of all cash dividends, and 1,000
times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, other than a dividend
payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise),
declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly
Dividend Payment Date, since the first issuance of any share or fraction of a share of Series D Preferred Stock. In the event the
Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision
or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of
a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount
to which holders of shares of Series D Preferred Stock were entitled immediately prior to such event under clause (b) of the
preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of
Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that
were outstanding immediately prior to such event.


 




    	A-1



    	 



    

  


(B)         The
Corporation shall declare a dividend or distribution on the Series D Preferred Stock as provided in paragraph (A) of this
Section immediately after it declares a dividend or distribution on the Common Stock (other than a dividend payable in shares of
Common Stock); provided that, in the event no dividend or distribution shall have been declared on the Common Stock during
the period between any Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date, a dividend of $1.00
per share on the Series D Preferred Stock shall nevertheless be payable on such subsequent Quarterly Dividend Payment Date.


 


(C)         Dividends
shall begin to accrue and be cumulative on outstanding shares of Series D Preferred Stock from the Quarterly Dividend Payment Date
next preceding the date of issue of such shares, unless the date of issue of such shares is prior to the record date for the first
Quarterly Dividend Payment Date, in which case dividends on such shares shall begin to accrue from the date of issue of such shares,
or unless the date of issue is a Quarterly Dividend Payment Date or is a date after the record date for the determination of holders
of shares of Series D 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 D 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 D Preferred Stock entitled to receive payment of a dividend or distribution declared thereon, which record
date shall be not more than 60 days prior to the date fixed for the payment thereof.


 


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


 


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


 




    	A-2



    	 



    

  


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


 


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


 


Section 4.          Certain
Restrictions.    (A)  Whenever quarterly dividends or other dividends or distributions payable on the Series D Preferred
Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether
or not declared, on shares of Series D Preferred Stock outstanding shall have been paid in full, the Corporation shall not:


 


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


 


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


 


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


 


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


 




    	A-3



    	 



    

  


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


 


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


 


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


 




    	A-4



    	 



    

  


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


 


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


 


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


 


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


 




    	A-5



    	 



    

  


EXHIBIT B


 


FORM OF RIGHT CERTIFICATE


 


	Certificate No. R-___	___ Rights


 


NOT EXERCISABLE AFTER AUGUST 28, 2015 OR
EARLIER IF REDEMPTION OR EXCHANGE OCCURS. THE RIGHTS ARE SUBJECT TO REDEMPTION AT $0.001 PER RIGHT AND TO EXCHANGE ON THE TERMS
SET FORTH IN THE AGREEMENT.


 


Right Certificate


 


Medifast, 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 Agreement, dated as of August 28, 2014 (the “Agreement”),
between Medifast, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company,
LLC (the “Rights Agent”), to purchase from the Company at any time after the Distribution Date (as such term
is defined in the Agreement) and prior to 5:00 p.m., Eastern time, on August 28, 2015 at the principal office of the Rights
Agent, or at the office of its successor as Rights Agent, one one-thousandth of a fully paid non-assessable share of Series D Junior
Participating Preferred Stock, par value $0.001 per share, of the Company (the “Preferred Shares”), at a purchase
price of $110.00 per one one-thousandth of a Preferred Share (the “Purchase Price”), upon presentation and surrender
of this Right Certificate with the Form of Election to Purchase duly executed. The number of Rights evidenced by this Right Certificate
(and the number of one one-thousandths of a Preferred Share which may be purchased upon exercise hereof) set forth above, and the
Purchase Price set forth above, are the number and Purchase Price as of August 28, 2014, based on the Preferred Shares as constituted
at such date. As provided in the Agreement, the Purchase Price and the number of one one-thousandths of a Preferred Share which
may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment
upon the happening of certain events.


 


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


 


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


 




    	B-1



    	 



    

  


Subject to the provisions
of the Agreement, the Rights evidenced by this Right 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 Preferred Shares or shares of the Company’s Common
Stock, par value $0.001 per share.


 


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


 


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


 


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


 




    	B-2



    	 



    

  


WITNESS the facsimile
signature of the proper officers of the Company and its corporate seal. Dated as of _________, 20__.


 


	 	MEDIFAST, INC.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


	ATTEST:	 
	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 


 


Countersigned:


 


	AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC
	 	 
	By:	 	 
	 	Name:	 
	 	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)


 


____________________________________________________________________________________________________


 


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


 


Date: ___________


 


	 	 
	 	Signature


  


Signature Guaranteed:


 


Signatures must be guaranteed by a member
or participant in the Securities Transfer Agent Medallion Program, the New York Stock Exchange Medallion Signature Program or the
Stock Exchanges Medallion Program.


 


The undersigned hereby
certifies that the Rights evidenced by this Right Certificate are not Beneficially Owned by an Acquiring Person or an Affiliate
or Associate thereof and after due inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights
evidenced by this Right Certificate from any Person who is, was or subsequently became an Acquiring Person or an Affiliate or Associate
thereof (each as defined in the Agreement).


 


	 	 
	 	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 Right Certificate.)


 


To: MEDIFAST, INC.


 


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


 


Please insert social
security

or other identifying number


 





	 
	(Please print name and address)
	 
	 










 


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


 


Please insert social
security

or other identifying number


 





	 
	(Please print name and address)
	 
	 






 


Dated: __________


 


	 	 
	 	Signature


 


Signature Guaranteed:


 


Signatures must be guaranteed
by a member or participant in the Securities Transfer Agent Medallion Program, the New York Stock Exchange Medallion Signature
Program or the Stock Exchanges Medallion Program.


 




    	B-5



    	 



    

 


The undersigned hereby
certifies that the Rights evidenced by this Right Certificate are not Beneficially Owned by an Acquiring Person or an Affiliate
or Associate thereof and after due inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights
evidenced by this Right Certificate from any Person who is, was or subsequently became an Acquiring Person or an Affiliate or Associate
thereof (each as defined in the Agreement).


 





	 	 
	 	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, the Company
and the Rights Agent will deem the Beneficial Owner of the Rights evidenced by this Right Certificate to be an Acquiring Person
or an Affiliate or Associate thereof (each as defined in the Agreement) and such Assignment or Election to Purchase will not be
honored.


 




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EXHIBIT C


 


SUMMARY OF RIGHTS TO PURCHASE
PREFERRED SHARES


 


Introduction


 


On August 28, 2014, 2014,
the Board of Directors (the “Board”) of Medifast, Inc., a Delaware corporation (the “Company”),
declared a dividend of one preferred share purchase right (a “Right”) for each outstanding share of common stock,
par value $0.001 per share (the “Common Stock”). The dividend is payable on September 9, 2014 to the stockholders
of record on September 9, 2014. The description and terms of the Rights are set forth in a Rights Agreement, dated as of August
28, 2014 (the “Rights Agreement”), between the Company and American Stock Transfer & Trust Company, LLC,
as Rights Agent.


 


The Rights Agreement
is designed to assure that all of our Company’s stockholders receive fair and equal treatment in the event of any proposed
takeover of our Company, to guard against tactics to gain control of our Company without paying all stockholders a premium for
that control and to enable all of our stockholders to realize the long-term value of their investment in our Company. The Rights
Agreement is not intended to interfere with any merger, tender or exchange offer or other business combination approved by our
Board.


 


In general terms, the
Rights Agreement works by imposing a significant penalty upon any person or group which acquires 10% (or 20% in the case of certain
institutional investors who report their holdings on Schedule 13G) or more of the outstanding Common Stock without the approval
of our Board.


 


For those interested
in the specific terms of the Rights Agreement as made between our Company and American Stock Transfer & Trust Company, LLC,
as the Rights Agent, on August 28, 2014, we provide the following summary description. Please note, however, that this description
is only a summary, and is not complete, and should be read together with the entire Rights Agreement, which has been filed with
the Securities and Exchange Commission as an exhibit to a Registration Statement on Form 8-A. A copy of the Rights Agreement is
available free of charge from our Company.


 


The Rights. Our
Board authorized the issuance of a Right with respect to each outstanding share of Common Stock on September 9, 2014. The Rights
will initially trade with, and will be inseparable from, the Common Stock. The Rights are evidenced only by certificates that represent
shares of Common Stock, or with respect to uncertificated shares of Common Stock, the registration of such shares on the Company’s
stock ledger. New Rights will accompany any new shares of Common Stock we issue after September 9, 2014 until the Distribution
Date described below.


 


Exercise Price.
Each Right will allow its holder to purchase from our Company one one-thousandth of a share of Series D Junior Participating Preferred
Stock (“Preferred Share”) for $110.00 (the “Exercise Price”), once the Rights become exercisable.
This portion of a Preferred Share will give the stockholder approximately the same dividend, voting, and liquidation rights as
would one share of Common Stock. Prior to exercise, the Right does not give its holder any dividend, voting, or liquidation rights.


 




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Exercisability.
The Rights will not be exercisable until 10 days after the public announcement that a person or group has become an “Acquiring
Person” by obtaining beneficial ownership of 10% (or 20% in the case of certain institutional investors who report their
holdings on Schedule 13G) or more of our outstanding Common Stock.


 


Certain synthetic interests
in securities created by derivative positions – whether or not such interests are considered to be ownership of the underlying
Common Stock or are reportable for purposes of Regulation 13D of the Securities Exchange Act of 1934, as amended – are treated
as beneficial ownership of the number of shares of the Common Stock equivalent to the economic exposure created by the derivative
position, to the extent actual shares of the Common Stock are directly or indirectly held by counterparties to the derivatives
contracts. Swaps dealers unassociated with any control intent or intent to evade the purposes of the Rights Agreement are excepted
from such imputed beneficial ownership.


 


We refer to the date
when the Rights become exercisable as the “Distribution Date.” Until that date, the Common Stock certificates (or registration
on the Company’s stock ledger) will also evidence the Rights, and any transfer of shares of Common Stock will constitute
a transfer of Rights. After that date, the Rights will separate from the Common Stock and be evidenced or by Rights certificates
that we will mail to all eligible holders of Common Stock. Any Rights held by an Acquiring Person are null and void and may not
be exercised.


 


Consequences of a
Person or Group Becoming an Acquiring Person.


 


		·	Flip In. If a person or group becomes an Acquiring Person, all holders of Rights except
the Acquiring Person shall thereafter have the right to receive, upon exercise, that number of shares of Common Stock (or, in certain
circumstances, cash, property or other securities of the Company) which equals the Exercise Price divided by 50% of the current
market price per share of Common Stock at the date of the occurrence of such event.



 


		·	Flip Over. If our Company is later acquired in a merger or similar transaction after the
Rights Distribution Date, all holders of Rights except the Acquiring Person shall thereafter have the right to receive, upon exercise,
that number of shares of common stock of the acquiring company which equals the Exercise Price divided by 50% of the current market
price of such common stock at the date of the occurrence of the event.



 


		·	Notional Shares. Shares held by affiliates and associates of an Acquiring Person, and notional
shares held by counterparties to a Derivatives Contract with an Acquiring Person, will be deemed to be beneficially owned by the
Acquiring Person.



 




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Preferred Share Provisions.


 


Each one one-thousandth
of a Preferred Share, if issued:


 


		·	will not be redeemable;



 


		·	will entitle its holder to quarterly dividend payments of $0.001 per share, or an amount equal
to the dividend paid on one share of Common Stock, whichever is greater;



 


		·	will entitle its holder upon liquidation either to receive $1.00 per share or an amount equal to
the payment made on one share of Common Stock, whichever is greater;



 


		·	will have the same voting power as one share of Common Stock; and



 


		·	if shares of our Common Stock are exchanged via merger, consolidation, or a similar transaction,
will entitle holders to a per share payment equal to the payment made on one share of Common Stock.



 


The value of one one-thousandth
interest in a Preferred Share should approximate the value of one share of Common Stock.


 


Expiration. The
Rights will expire on August 28, 2015.


 


Redemption. Our
Board may redeem the Rights for $0.001 per Right at any time before any person or group becomes an Acquiring Person. If our Board
redeems any Rights, it must redeem all of the Rights. Once the Rights are redeemed, the only right of the holders of Rights will
be to receive the redemption price of $0.001 per Right. The redemption price will be adjusted if we have a stock split or stock
dividends of our Common Stock.


 


Exchange. After
a person or group becomes an Acquiring Person, but before an Acquiring Person owns 50% or more of our outstanding Common Stock,
our Board may extinguish the Rights by exchanging one share of Common Stock or an equivalent security for each Right, other than
Rights held by the Acquiring Person.


 


Anti-Dilution Provisions.
Our Board may adjust the purchase price of the Preferred Shares, the number of Preferred Shares issuable and the number of outstanding
Rights to prevent dilution that may occur from a stock dividend, a stock split, a reclassification of the Preferred Shares or Common
Stock. No adjustments to the Exercise Price of less than 1% will be made.


 


Amendments. The
terms of the Rights Agreement may be amended by our Board without the consent of the holders of the Rights. After a person or group
becomes an Acquiring Person, our Board may not amend the agreement in a way that adversely affects holders of the Rights.


 



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Miscellaneous. 
Until a Right is exercised, the holder thereof, as such, will have no separate rights as a stockholder of the Company, including,
without limitation, the right to vote or to receive dividends in respect of the Rights.  Although the distribution of the
Rights will not be taxable to stockholders or to the Company, stockholders may, depending upon the circumstances, recognize taxable
income in the event that the Rights become exercisable for Common Stock (or other consideration) of the Company or for common stock
of the acquiring company or in the event of the redemption of the Rights as set forth above.


 


Anti-Takeover Effects. 
The Rights may have certain anti-takeover effects. The Rights may cause substantial dilution to any person or group that attempts
to acquire the Company without the approval of the Board.  As a result, the overall effect of the Rights may be to render
more difficult or discourage a merger, tender offer or other business combination involving the Company that is not supported by
the Board.


 




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