Exhibit 4.1


 


EXECUTION VERSION


 


	 
	HP INC.
	 
	and
	 
	EQUINITI TRUST

COMPANY
	 
	Rights Agreement
	 
	Dated as of February 20, 2020
	 



 



    	 



    	



    

TABLE OF CONTENTS


 


	 	 	 	Page
	 	 	 	 	 
	Section 1.	Definitions	 	1	 
	 	 	 	 	 
	Section 2.	Appointment of Rights Agent	 	8	 
	 	 	 	 	 
	Section 3.	Issue of Right Certificates	 	8	 
	 	 	 	 	 
	Section 4.	Form of Right Certificates	 	12	 
	 	 	 	 	 
	Section 5.	Countersignature and Registration	 	12	 
	 	 	 	 	 
	Section 6.	Transfer, Split Up, Combination and Exchange of Right Certificates; Mutilated, Destroyed, Lost or Stolen Right Certificates	 	13	 
	 	 	 	 	 
	Section 7.	Exercise of Rights; Purchase Price; Expiration Date of Rights	 	15	 
	 	 	 	 	 
	Section 8.	Cancellation and Destruction of Right Certificates	 	17	 
	 	 	 	 	 
	Section 9.	Availability of Preferred Shares	 	18	 
	 	 	 	 	 
	Section 10.	Preferred Shares Record Date	 	19	 
	 	 	 	 	 
	Section 11.	Adjustment of Purchase Price, Number of Shares or Number of Rights	 	20	 
	 	 	 	 	 
	Section 12.	Certificate of Adjusted Purchase Price or Number of Shares	 	32	 
	 	 	 	 	 
	Section 13.	Consolidation, Merger or Sale or Transfer of Assets or Earning Power	 	32	 
	 	 	 	 	 
	Section 14.	Fractional Rights and Fractional Shares	 	34	 
	 	 	 	 	 
	Section 15.	Rights of Action	 	36	 
	 	 	 	 	 
	Section 16.	Agreement of Right Holders	 	37	 
	 	 	 	 	 
	Section 17.	Right Certificate Holder Not Deemed a Stockholder	 	38	 
	 	 	 	 	 
	Section 18.	Concerning the Rights Agent	 	39	 
	 	 	 	 	 
	Section 19.	Merger or Consolidation or Change of Name of Rights Agent	 	40	 
	 	 	 	 	 
	Section 20.	Duties of Rights Agent	 	41	 
	 	 	 	 	 
	Section 21.	Change of Rights Agent	 	45	 




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	 	 	 	Page
	 	 	 	 	 
	Section 22.	Issuance of New Right Certificates	 	47	 
	 	 	 	 	 
	Section 23.	Redemption	 	47	 
	 	 	 	 	 
	Section 24.	Exchange	 	48	 
	 	 	 	 	 
	Section 25.	Notice of Certain Events	 	51	 
	 	 	 	 	 
	Section 26.	Notices	 	52	 
	 	 	 	 	 
	Section 27.	Supplements and Amendments	 	53	 
	 	 	 	 	 
	Section 28.	Successors	 	54	 
	 	 	 	 	 
	Section 29.	Benefits of this Agreement	 	54	 
	 	 	 	 	 
	Section 30.	Severability	 	55	 
	 	 	 	 	 
	Section 31.	Governing Law	 	55	 
	 	 	 	 	 
	Section 32.	Counterparts	 	55	 
	 	 	 	 	 
	Section 33.	Descriptive Headings	 	55	 
	 	 	 	 	 
	Section 34.	Customer Identification Program	 	55	 
	 	 	 	 	 
	Section 35.	Force Majeure	 	56	 
	 	 	 	 	 


	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, dated as of February 20,
2020, between HP Inc., a Delaware corporation (the “Company”), and Equiniti 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 on March 2, 2020 (the “Record Date”),
each Right representing the right to purchase one one-hundredth 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 with respect to each
Common Share that shall become outstanding between the Record Date and the earliest of the Distribution Date, the Redemption Date
or the 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)       “Acquiring
Person” shall mean any Person who or which, together with all Affiliates and Associates of such Person, shall be the
Beneficial Owner of 20% or more of the Common Shares of the Company then outstanding, but shall not include 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. Notwithstanding the foregoing, no Person shall become an “Acquiring Person”
as the result of an acquisition of Common Shares by the Company that, by reducing the number of Common Shares of the Company outstanding,
increases the proportionate number of Common Shares of the Company Beneficially Owned by such Person to 20% or more of the Common
Shares of the



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Company then outstanding; provided, however,
that, if a Person shall become the Beneficial Owner of 20% or more of the Common Shares of the Company then outstanding by reason
of share purchases by the Company and shall, after the public announcement of such share purchases by the Company, become the Beneficial
Owner of any additional Common Shares of the Company, 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.


 


(b)       “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.



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(c)       “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.


 


(d)       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;


 


(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) pursuant to
any agreement, arrangement or understanding (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 these 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 pursuant to any agreement, arrangement or understanding; provided, however,
that a Person shall not be deemed the Beneficial Owner of, or to Beneficially Own, any security if the agreement, arrangement or
understanding to vote such security (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



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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);


 


(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 any agreement, arrangement or understanding (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(d)(ii)(B) hereof) or disposing of any securities 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 immediately following paragraph); 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



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or Associates) is a Receiving Party,
with this proviso being applied to successive Counterparties as appropriate.


 


A “Derivatives Contract”
is 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 Derivatives 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.


 


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.


 


(e)       “Book
Entry” shall mean an uncertificated book entry for any Common Share or Preferred Share.



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


 


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


 


(h)       “Common
Shares” when used with reference to the Company shall mean the shares of common stock, par value $0.01 per share, of
the Company. “Common Shares” when used with reference to any Person other than the Company 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.


 


(i)        “Customer
Identification Program” shall have the meaning set forth in Section 34 hereof.


 


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


 


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


 


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


 


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


 


(n)       “NASDAQ”
shall mean the NASDAQ Stock Market.


 


(o)       “NYSE”
shall mean the New York Stock Exchange.



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(p)       “Ownership
Statements” means, with respect to any Book Entry Common Share, current ownership statements issued to the record holders
thereof in lieu of a certificate representing such Common Share.


 


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


 


(r)       “Preferred
Shares” shall mean shares of Series A Junior Participating Preferred Stock, par value $0.01 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.


 


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


 


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


 


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


 


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


 


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


 


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


 


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



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(z)       “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.


 


(aa)     “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.


 


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


 


(cc)     “Trading Day”
shall have the meaning set forth in Section 11(d) 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 express terms and conditions (and no implied 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.


 


Section
3.       Issue of Right Certificates. (a) Until the tenth (10th) day after the Shares Acquisition Date (including
any such Shares Acquisition Date that is after the execution 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 of the Company (or by Book Entry Common Shares of the Company) registered in the names of the holders thereof (which certificates
shall also be deemed to be Right 



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Certificates) and not by separate Right Certificates
or book entry, and (y) the Rights Certificates and the right to receive Right Certificates will be transferable only in connection
with the transfer of Common Shares of the Company. As soon as practicable after the Distribution Date, the Company will prepare
and execute, and upon written request of the Company, the Rights Agent will countersign, and the Company will send or cause to
be sent (and the Rights Agent will, if requested and provided with all necessary information and documents at the expense of the
Company, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Shares of the Company 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; provided, however, that notwithstanding anything to the contrary herein, the Company may choose to use book
entry in lieu of physical certificates, in which case “Rights Certificates” shall be deemed to mean the uncertificated
book entry representing the related Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such
Right Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date,
the Redemption Date and/or the Expiration Date and, if such notification is given orally, the Company shall confirm the same in
writing on or prior to the Business Day next following. Until such written notice is received by the Rights Agent, the Rights Agent
may presume conclusively for all purposes that none of the Distribution Date, the Redemption Date, or the Expiration Date has occurred.
For the avoidance of doubt, nothing in this Agreement shall obligate the Company to issue certificates in respect of any Common
Shares of the Company.



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(b)       The
Company may, if it so elects, send (directly, or at the expense of the Company, upon the written request of the Company and after
providing all necessary information and documents, through the Rights Agent or the Company’s transfer agent for the Common
Shares) a copy of a Summary of Rights to Purchase Preferred Shares, in substantially the form of Exhibit C hereto (the “Summary
of Rights”), by first-class, postage-prepaid mail, to each record holder of Common Shares as of the Close of
Business on the Record 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. With respect to certificates for Common Shares of the Company or Book Entry
Common Shares of the Company outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such
certificates (or such Book Entry Common Shares) registered in the names of the holders thereof (together, if applicable, with a
copy of the Summary of Rights attached thereto). Until the Distribution Date (or the earlier of the Redemption Date or the Expiration
Date), the surrender for transfer of any certificate for Common Shares or the transfer of any Book Entry Common Shares of the Company
outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer
of the Rights associated with the Common Shares of the Company represented thereby.


 


(c)       Certificates
for Common Shares (or Book Entry Common Shares) that become outstanding (including, without limitation, reacquired Common Shares
referred to in the penultimate sentence of this Section 3(c)) after the Record Date but prior to the earliest of the Distribution
Date, the Redemption Date or the Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them a
legend in substantially the following form:


 


This certificate also evidences and entitles the holder
hereof to certain rights as set forth in an Agreement between HP Inc. and Equiniti
Trust Company, dated as of



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February 20, 2020, 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 HP 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. HP 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 that
are or were acquired or Beneficially Owned (as defined in the Agreement) by any Person (as defined in the Agreement) who becomes
an Acquiring Person (as defined in the Agreement) or an
Associate or Affiliate (each as defined in the Agreement) thereof become null and void.


 


With respect to any Book Entry Common Share of the Company,
such legend shall be included in the Ownership Statement in respect of such Common Share or in a notice to the record holder of
such Common Share in accordance with applicable law. With respect to such certificates containing the foregoing legend, or any
Ownership Statement or notice containing the foregoing legend delivered to holders of Book Entry Common Shares, until the earliest
of the Distribution Date, the Redemption Date or the Expiration Date, the Rights associated with the Common Shares of the Company
represented by such certificates or such Book Entry Common Shares shall be evidenced by such certificates or such Book Entry Common
Shares (including any Ownership Statement) alone, and the surrender for transfer of any such certificate or the transfer of any
Book Entry Common Share shall also constitute the transfer of the Rights associated with the Common Shares of the Company represented
thereby. In the event that the Company purchases or acquires any Common Shares of the Company after the Record Date but prior to
the Distribution Date, any Rights associated with such Common Shares of the Company shall be deemed cancelled and retired so that
the Company shall not be entitled to exercise any Rights associated with the Common Shares of the Company 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.



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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 (but which do not materially and adversely affect the
rights, duties, liabilities or responsibilities of the Rights Agent) 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-hundredths of a Preferred Share as shall be set forth therein at the price per one
one-hundredth of a Preferred Share set forth therein (the “Purchase Price”), but the number of such one
one-hundredths 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 



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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.


 


Following the Distribution Date, receipt
by the Rights Agent of notice to that effect and all other relevant information and documents referred to in Section 3(a), 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 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-hundredths 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, 



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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. The Right Certificates are transferrable only on the registry books of the Rights Agent. Neither
the Rights Agent nor the Company shall be obligated to take any action whatsoever with respect to the transfer of any such
surrendered Right Certificate until the registered holder shall have properly completed and duly executed the certificate
contained in the form of assignment on the reverse side of such Right Certificate, shall have provided such additional
evidence of the identity of the Beneficial Owner (or former Beneficial Owner) thereof and of the Rights evidenced thereby and
the Affiliates and Associates of such Beneficial Owner (or former Beneficial Owner) thereof as the Company or the Rights
Agent shall reasonably request and paid 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 as required hereunder. Thereupon, the Rights Agent
shall countersign and deliver to the Person entitled thereto a Right Certificate or Right Certificates, as the case may be,
as so requested, registered in such name or names as may be designated by the surrendering registered holder. 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. The Rights Agent shall promptly forward any such sum collected by it to the
Company or to such Persons as the Company shall specify by written notice. The Rights Agent shall have no duty or
obligation under any Section of this Agreement that requires the payment of taxes or charges unless and until it is
reasonably satisfied that all such taxes and/or charges have been paid.



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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, 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 issue, execute and deliver a new Right Certificate
of like tenor to the Rights Agent for countersignature
and delivery to the registered holder in lieu of the Right Certificate so lost, stolen, destroyed or mutilated.


 


Notwithstanding any other provisions hereof,
the Company and the Rights Agent may amend this Rights 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
properly completed and 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-hundredth of a Preferred Share as to which the Rights are exercised, at or prior to the earliest
of (i) the Close of Business on February 20, 2021 (the “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. From such time as the Rights are no longer exercisable hereunder, the Rights Agent
shall have no further duties, obligations or liabilities hereunder except as expressly stated herein.



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(b)       The
Purchase Price for each one one-hundredth of a Preferred Share purchasable pursuant to the exercise of a Right shall initially
be $100, 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 properly completed and 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 (or make available if the Rights
Agent is the Transfer Agent) certificates for the number of Preferred Shares to be purchased and the Company hereby irrevocably
authorizes any such transfer agent to comply with all such requests, or (B) requisition from the depositary agent depositary receipts
representing such number of one one-hundredths 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. In the event that 



    	16



    	



    

the Company is obligated to issue securities of the Company other than Preferred Shares (including Common Shares) of the Company pursuant
to Section 11(a) hereof, the Company will make all arrangements necessary so that such other securities are available for distribution
by the Rights Agent.





 


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


 


(e)       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.


 


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 



    	17



    	



    

cancellation or in cancelled form, or, if delivered or 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. Subject
to applicable law and regulation, the Rights Agent shall maintain in a retrievable database electronic records of all cancelled
or destroyed Right Certificates that have been cancelled or destroyed by the Rights Agent. The Rights
Agent shall maintain such electronic records for the time period required by applicable law and regulation. Upon written request
of the Company (and at the expense of the Company), the Rights Agent shall provide to the Company or its designee copies of such
electronic records relating to Rights Certificates cancelled or destroyed by the Rights Agent.


 


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 (or Common Shares and other securities as the case may be) delivered upon exercise of Rights shall, at
the time of delivery of the certificates for such Preferred Shares (or Common Shares and other securities, as the case may be)
(subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable shares.



    	18



    	



    

The Company further covenants and agrees
that it will pay when due and payable any and all federal and state transfer taxes and charges that 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 that 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.


 


Section
10.       Preferred Shares Record Date. Each Person in whose name any certificate
for Preferred Shares or other securities is issued upon the exercise of Rights shall for all purposes be deemed to have become
the holder of record of the Preferred Shares or other securities represented thereby on, and such certificate shall be dated, the
date upon which the Right Certificate evidencing such Rights was duly surrendered with the forms of election and certification
properly completed and duly executed and payment of the Purchase Price (and any applicable transfer taxes) was made; provided,
however, that, if the date of such surrender and payment is a date upon which the Preferred Shares or other securities transfer
books of the Company are closed, such Person shall be deemed to have become the record holder of such shares on, and such certificate
shall be dated, the next succeeding Business Day on which the Preferred Shares or other securities 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 



    	19



    	



    

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, 



    	20



    	



    

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, each holder of a Right other than any Acquiring Person
(or any Associate or Affiliate of such Acquiring Person) 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-hundredths 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 the Company as shall equal the result obtained by (A) multiplying the then current Purchase Price by the number of one one-hundredths
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 the
Company (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 that would eliminate
or diminish the benefits intended to be afforded by the Rights.


 


From and after the occurrence of
such event, any Rights that are or were acquired or Beneficially Owned by any Acquiring Person (or any Associate or Affiliate of
such Acquiring Person) shall be null and void without any further action, and any holder of such Rights 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 the 



    	21



    	



    

Company’s or the Rights Agent’s
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 hereof that represents Rights Beneficially Owned by an Acquiring Person
whose Rights would be null and void pursuant to the preceding sentence or any Associate or Affiliate thereof; no Right Certificate
shall be issued at any time upon the transfer of any Rights to an Acquiring Person whose Rights would be null and void pursuant
to the preceding sentence or any Associate or Affiliate thereof or to any nominee of such Acquiring Person, Associate or Affiliate
or with respect to any Common Shares otherwise deemed to be Beneficially Owned by any of the foregoing; and any Right Certificate
delivered to the Rights Agent for transfer to an Acquiring Person or other Person whose Rights would be null and void pursuant
to the preceding sentence shall be cancelled. The Company shall give
the Rights Agent written notice of the identity of any such Acquiring Person, Associate or Affiliate, or the nominee of any of
the foregoing, and the Rights Agent may rely on such written notice in carrying out its duties under this Agreement and shall be
deemed not to have any knowledge of the identity of any such Acquiring Person, Associate or Affiliate, or the nominee of any of
the foregoing, unless and until it shall have received such written notice.


 


(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 



    	22



    	



    

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.


 


(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




    	23



    	



    

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 written 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 



    	24



    	



    

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 written 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.


 


(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 but not including 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 but not including
the expiration of 30 



    	25



    	



    

Trading Days after but not including 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 NYSE or, if the Security is not
listed or admitted to trading on the NYSE, 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.



    	26



    	



    

(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 hundred. 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 written statement
filed with the Rights Agent.


 


(e)       No
adjustment in the Purchase Price shall be required unless such adjustment would require an increase or decrease of at least 1%
in the Purchase Price; provided, however, that any adjustments which by reason of this Section 11(e) are not required
to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under
this Section 11 shall be made to the nearest cent or to the nearest one one-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 



    	27



    	



    

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,
and the provisions of Sections 7, 9, 10 and 13 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-hundredths 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-hundredths of a Preferred Share (calculated to the nearest one one-millionth of a Preferred Share) obtained by (A) multiplying
(x) the number of one one-hundredths 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 



    	28



    	



    

the number of one one-hundredths 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-hundredths 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 (with prompt written notice thereof to the
Rights Agent) of its election to adjust the number of Rights, indicating the record date for the adjustment, and, if known at the
time, the amount of the adjustment to be made. 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 ten (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 



    	29



    	



    

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.


 


(j)       Irrespective
of any adjustment or change in the Purchase Price or in the number of one one-hundredths 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-hundredths of a Preferred Share that 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-hundredth 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 (with
prompt written notice thereof to the Rights Agent) 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






    	30



    	



    

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.


 


(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-hundredths of a Preferred Share purchasable after such
event upon proper exercise of each Right shall be determined by multiplying the number of one one-hundredths 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



    	31



    	



    

 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 or there
is any event affecting the Rights or their exercisability (including without limitation an event that causes Rights to become null
and void) 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. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment
or statement therein contained and shall not be obligated or responsible for calculating any adjustment, nor shall it have any
duty or liability with respect to, or be deemed to have knowledge of any such adjustment
or event unless and until it shall have received such a certificate.







 


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 



    	32



    	



    

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 or otherwise transfer (or one or more of its
Subsidiaries shall sell or otherwise transfer), in one or more transactions, assets or earning power aggregating 50% or more of
the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person other than the Company or
one or more 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-hundredths 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-hundredths 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; (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



    	33



    	



    

 shall thereafter be applicable, as nearly as reasonably may be, in relation
to the Common Shares of the Company 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.


 


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 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 NYSE or, if the Rights are not listed or admitted to trading on the
NYSE, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal



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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.


 


(b)       The
Company shall not be required to issue fractions of Preferred Shares (other than fractions which are integral multiples of one
one-hundredth 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-hundredth of a Preferred Share). Fractions of Preferred Shares
in integral multiples of one one-hundredth 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-hundredth 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 



    	35



    	



    

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).


 


(d)       Whenever
a payment for fractional Rights or fractional shares or other securities is to be made by the Rights Agent, the Company shall (i)
promptly prepare and deliver to the Rights Agent a certificate setting forth in reasonable detail the amounts of such payments,
and (ii) provide sufficient monies to the Rights Agent in the form of fully collected funds to make such payments. The Rights Agent
shall be fully protected in relying upon such a certificate and shall have no duty with respect to, and shall not be deemed to
have knowledge of any payment for fractional Rights or fractional shares or other securities under any Section of this Agreement
relating to the payment of fractional Rights or fractional shares or other securities unless and until the Rights Agent shall have
received such a certificate and sufficient monies.


 


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



    	36



    	



    

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, the Rights Agent shall not have any liability to any holder of a Right or other Person as a result of the inability
of the Company or the Rights Agent to perform any of its 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 by a governmental,
regulatory, self-regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated
or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; provided, however,
that the Company shall use all reasonable efforts to have any such injunction, order, judgment, decree or ruling lifted or otherwise
overturned as soon as possible.


 


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


 


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


 


(b)       after
the Distribution Date, the Right Certificates are transferable (subject to the provisions of this Agreement) only on the registry
books maintained by the



    	37



    	



    


Rights Agent if surrendered at the principal office of the Rights Agent, duly endorsed or accompanied by
a proper instrument of transfer with a completed form of certification; 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 Book Entry 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 (or Ownership Statements or other notices provided to holders of Book Entry Common Shares) 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 or exchange of the Rights represented
thereby, nor shall anything contained herein or in any Right Certificate be construed to confer upon the holder of any Right Certificate,
as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter
submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice
of meetings or other actions affecting stockholders (except as provided in 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 or exchanged in
accordance with the provisions hereof.



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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 preparation, negotiation, delivery, amendment,
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, damage, judgment, fine, penalty, claim,
demand, settlement or expense (including without limitation, the reasonable fees and expenses of legal counsel) incurred without
gross negligence or willful misconduct on the part of the Rights Agent (each as determined by a final, nonappealable judgment
of a court of competent jurisdiction), for anything done or omitted by the Rights Agent in connection with the acceptance, administration,
exercise and performance of its duties under this Agreement, including the costs and expenses of defending against any claim of
liability in connection herewith. The reasonable costs and expenses incurred in enforcing this right of indemnification shall
be paid by the Company to the extent that the Rights Agent is successful in so enforcing its right of indemnification (as determined
by a final, nonappealable judgment of a court of competent jurisdiction).


 


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



    	39



    	



    

advice of counsel as set forth in Section
20 hereof. Notwithstanding anything in this Agreement to the contrary, in no event will the Rights Agent be liable for special,
punitive, indirect, incidental or consequential loss or damage of any kind whatsoever (including but not limited to lost profits),
even if the Rights Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. The Rights
Agent shall not be deemed to have knowledge of any event of which it was supposed to receive notice thereof hereunder, and the
Rights Agent shall be fully protected and shall incur no liability for failing to take any action in connection therewith, unless
and until it has received such notice.


 


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


 


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



    	40



    	



    

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 to perform only
the duties and obligations imposed by this Agreement and no implied duties or obligations shall be read into this Agreement against
the Rights Agent. The Rights Agent shall perform those duties and obligations 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 advice or opinion of such counsel
shall be full and complete authorization and protection to the Rights Agent and the Rights Agent shall incur no liability for or in respect of
any action taken or omitted by it in good faith and in accordance with such advice or opinion.



    	41



    	



    

(b)       Whenever
in the performance of its duties under this Agreement the Rights Agent shall deem it necessary or desirable that any fact or matter
(including, without limitation, the identity of an Acquiring Person and the determination of the current per share market price
of any security) be proved or established by the Company prior to taking 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 and complete authorization and protection to the Rights Agent and the Rights Agent shall incur no liability for any
action taken or suffered in good faith by it under the provisions of this Agreement in reliance upon such a certificate.


 


(c)       The
Rights Agent shall be liable hereunder to the Company and any other Person only for its own gross negligence or willful misconduct
(each as determined by a final, nonappealable judgment of a court of competent jurisdiction). Any liability of the Rights Agent
shall be limited to three times the amount of annual fees paid by the Company to the Rights Agent.


 


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



    	42



    	



    

(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
but not limited to the Rights becoming null and void pursuant to Section 11(a)(ii) hereof) or any adjustment in the terms of the
Rights (including but not limited to 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 furnished pursuant to Section 12 describing such change
or adjustment upon which the Rights Agent may rely); 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 or other securities to be issued pursuant to this Agreement
or any Right Certificate or as to whether any Preferred Shares or other securities will, when so 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.



    	43



    	



    

(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. The
Rights Agent shall be fully authorized and protected in relying upon the most recent instructions received by any such
officer. Any application by the Rights Agent for written instructions from the Company may, at the option of the Rights
Agent, set forth in writing any action proposed to be taken, suffered or omitted to be taken by the Rights Agent with respect
to its duties and obligations under this Agreement and the date on and/or after which such action shall be taken, suffered or
such omission shall be effective. The Rights Agent shall not be liable for any action taken, suffered or omitted to be taken
by it in accordance with a proposal included in any such application on or after the date specified therein (which date shall
not be less than three (3) Business Days after the date indicated in such application unless any such officer shall have
consented in writing to an earlier date) unless, prior to taking, suffering or omitting to take any such action, the Rights
Agent has received written instructions in response to such application specifying the action to be taken, suffered or
omitted to be taken.


 


(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


 




    	44



    	



    

securities of the Company or become pecuniarily interested in any transaction in which the Company may be interested,
or contract with or lend money to the Company or otherwise act as fully and freely as though it were not the
Rights Agent under this Agreement. Nothing herein shall preclude the Rights Agent from acting in any other capacity for the Company
or for any other Person.


 


(i)       The
Rights Agent may execute and exercise any of the rights or powers hereby vested in it or perform any duty hereunder either itself
(through its directors, officers and employees) or by or through its attorneys or agents, and the Rights Agent shall not be answerable
or accountable for any act, default, neglect or misconduct of any such attorneys or agents or for any loss to the Company resulting
from any such act, default, neglect or misconduct, provided 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 as Rights Agent under this Agreement as of the effective date of such termination, and the Company
shall be responsible for sending any required notice. 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



    	45



    	



    

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 Minnesota (or of any other state of the United
States so long as such corporation 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,



    	46



    	



    

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.


 


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 $0.01 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 (with prompt written notice



    	47



    	



    

thereof to the Rights Agent); provided, however, that the failure
to give, or any defect in, any such notice shall not affect the validity of such redemption. Within ten (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



    	48



    	



    

Owner of 50% or more of the Common
Shares then outstanding. The exchange of Rights by the Board of Directors may be made effective at such time, on such basis
and with such conditions as the Board of Directors in its sole discretion may establish. Without limiting the foregoing, in
connection with effecting an exchange pursuant to this Section 24, the Board of Directors may direct the Company to enter
into a trust agreement in such form and with such terms as the Board of Directors shall then approve and issue to the trust
created by such trust agreement all or some (as designated by the Board of Directors) of the securities to be exchanged for
the Rights pursuant to this Section 24, and all Persons entitled to receive such securities pursuant to the exchange shall be
entitled to receive all or some (as designated by the Board of Directors) of such securities (and any dividends or
distributions made thereon after the date on which such securities are deposited in the trust) from such trust and upon
compliance with the relevant terms of the trust agreement.


 


(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 (with prompt written notice thereof to
the Rights Agent); 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



    	49



    	



    

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)       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 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.


 


(d)       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.



    	50



    	



    

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 share exchange, reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to
take place and the date of participation therein by the holders of the Common Shares 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



    	51



    	



    

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.


 



(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 the Rights Agent and 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:


 


HP Inc.

1501 Page Mill Road

Palo Alto, California 94304

Attention: Corporate Secretary


 


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:


 


Equiniti Trust Company

1110 Centre Pointe Curve, Suite 101

Mendota Heights, MN 55120-4101

Attention: Account Management Team





    	52



    	



    


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.


 


Section
27.       Supplements and Amendments. Subject to this Section, the Company may,
and the Rights Agent shall, if directed by the Company, 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, or to make any other provisions with respect to the Rights
which 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.
Without limiting the foregoing, the Company may at any time prior to such time as any Person becomes an Acquiring Person amend
this Agreement to lower the threshold set forth in Section 1(a) hereof to not less than 10% (such lowered threshold, 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



    	53



    	



    

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 execute such supplement or amendment; provided, that notwithstanding
anything in this Agreement to the contrary, the Rights Agent may, but shall not be obligated to, enter into any supplement or amendment
that materially and adversely affects the Rights Agent’s own rights, duties, obligations or immunities 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.       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
30.       Severability. If any term, provision, covenant or restriction of this
Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or



    	54



    	



    

unenforceable, the remainder of the
terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be
affected, impaired or invalidated; provided, however, that if any such excluded term, provision, covenant or restriction
shall materially and adversely affect the rights, immunities, duties or obligations of the Rights Agent, the Rights Agent
shall be entitled to resign upon 10 Business Days’ written notice to the Company pursuant to the requirements of
Section 26 of this Agreement.


 


Section
31.       Governing Law. This Agreement and each Right Certificate issued hereunder
shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be governed by and construed
in accordance with the laws of such state applicable to contracts to be made and performed entirely within such state.


 


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


 


Section
33.       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
34.       Customer Identification Program. The Company acknowledges that the
Rights Agent is subject to the customer identification program (“Customer Identification Program”) requirements
under the USA PATRIOT Act and its implementing regulations, and that the Rights Agent must obtain, verify and record information
that allows the Rights Agent to identify the Company. Accordingly, prior to accepting an appointment hereunder, the Rights



    	55



    	



    

Agent may request information from the
Company that will help the Rights Agent to identify the Company, including without limitation the Company’s physical
address, tax identification number, organizational documents, certificate of good standing, license to do business, or any
other information that the Rights Agent deems necessary. The Company agrees that the Rights Agent cannot accept an
appointment hereunder unless and until the Rights Agent verifies the Company’s identity in accordance with the Customer
Identification Program requirements.


 


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. The Rights Agent shall provide the Company prompt notice as soon as practicable
in the event that any such delay or failure in performance occurs and keep the Company apprised of developments and mitigation
effort with respect thereto.



    	56



    	



    

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


 


	 	HP INC.	 
	 	 	 
	 	By:	/s/ Ruairidh Ross	 
	 	Name:	 	Ruairidh Ross	 
	 	Title:	 	Deputy General Counsel and Assistant Secretary	 
	 	 	 	 	 	 


	 	EQUINITI TRUST COMPANY	 
	 	 	 
	 	By:	/s/ Matthew Paseka	 
	 	Name:	 	Matthew Paseka	 
	 	Title:	 	Vice President	 
	 	 	 	 	 	 







[Signature Page to Rights Agreement]




    	 



    	



    

Exhibit A


 


FORM

of

CERTIFICATE OF DESIGNATIONS

of

SERIES A JUNIOR PARTICIPATING PREFERRED STOCK

of

HP INC.


 


(Pursuant to Section 151 of the

Delaware General Corporation Law)


 


HP 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 February 20, 2020:


 


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 $0.01 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 A Junior Participating Preferred
Stock:


 


Section 1. Designation and Amount.
The shares of such series shall be designated as “Series A Junior Participating Preferred Stock” (the “Series
A Preferred Stock”) and the number of shares constituting the Series A Preferred Stock shall be 50,000,000. Such number of
shares may be increased or decreased by resolution of the Board of Directors; provided that no decrease shall reduce the
number of shares of Series A Preferred Stock to a number less than the number of shares then outstanding plus the number of shares
reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities
issued by the Corporation convertible into Series A Preferred Stock.


 


Section 2. Dividends and Distributions.


 


(A)       Subject
to the rights of the holders of any shares of any series of Preferred Stock (or any similar stock) ranking prior and superior to
the Series A Preferred Stock with respect to dividends, the holders of shares of Series A Preferred Stock, in preference to the
holders of Common Stock, par value $0.01 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



    	1



    	



    

first issuance of a share or
fraction of a share of Series A Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of
(a) $1 or (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all
cash dividends, and 100 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 A 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 A Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be
adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding
immediately prior to such event.


 


(B)       The
Corporation shall declare a dividend or distribution on the Series A Preferred Stock as provided in paragraph (A) 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 per share
on the Series A Preferred Stock shall nevertheless be payable on such subsequent Quarterly Dividend Payment Date.


 


(C)       Dividends
shall begin to accrue and be cumulative on outstanding shares of Series A Preferred Stock from the Quarterly Dividend Payment Date
next preceding the date of issue of such shares, unless the date of issue of such shares is prior to the record date for the first
Quarterly Dividend Payment Date, in which case dividends on such shares shall begin to accrue from the date of issue of such shares,
or unless the date of issue is a Quarterly Dividend Payment Date or is a date after the record date for the determination of holders
of shares of Series A Preferred Stock entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date,
in either of which events such dividends shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued
but unpaid dividends shall not bear interest. Dividends paid on the shares of Series A Preferred Stock in an amount less than the
total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis
among all such shares at the time outstanding. The Board of Directors may fix a record date for the determination of holders of
shares of Series A Preferred Stock entitled to receive payment of a dividend or distribution declared thereon, which record date
shall be not more than 60 days prior to the date fixed for the payment thereof.





    	A-2



    	



    

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


 

(A)       Subject
to the provision for adjustment hereinafter set forth, each share of Series A Preferred Stock shall entitle the holder thereof
to 100 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 A Preferred Stock were entitled immediately prior to such event shall be adjusted by multiplying
such number by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event
and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.


 


(B)       Except
as otherwise provided herein, 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 A Preferred Stock and the holders of shares of Common Stock and any other capital stock
of the Corporation having general voting rights shall vote together as one class on all matters submitted to a vote of stockholders
of the Corporation.


 


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


 


Section 4. Certain Restrictions.


 


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


 


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


 


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



    	A-3



    	



    

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


 


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


 


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


 


Section 5. Reacquired Shares. Any
shares of Series A Preferred Stock purchased or otherwise acquired by the Corporation in any manner whatsoever shall be retired
and cancelled promptly after the acquisition thereof. All such shares shall upon their cancellation become authorized but unissued
shares of Preferred Stock and may be reissued as part of a new series of Preferred Stock 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 A Preferred
Stock unless, prior thereto, the holders of shares of Series A Preferred Stock shall have received $100 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 A Preferred Stock shall be entitled to receive an aggregate amount per share, subject to the
provision for adjustment hereinafter set forth, equal to 100 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 A Preferred Stock, except distributions made ratably on the Series A 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




    	A-4



    	



    

of Common Stock, then in each such case the aggregate amount to which holders of shares of Series A Preferred Stock were entitled
immediately prior to such event under the 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.


 



Section 7. Consolidation, Merger,
etc. In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the
shares of Common Stock are exchanged for or changed into other stock or securities, cash and/or any other property, then in
any such case each share of Series A Preferred Stock shall at the same time be similarly exchanged or changed into an amount
per share, subject to the provision for adjustment hereinafter set forth, equal to 100 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 A Preferred Stock shall be adjusted by multiplying such amount by
a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.


 


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


 


Section 9. Rank. The Series A 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 Amended
and Restated 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 A Preferred Stock so as to affect them adversely without the affirmative
vote of the holders of at least two-thirds of the outstanding shares of Series A Preferred Stock, voting together as a single class.



    	A-5



    	



    

IN WITNESS WHEREOF, this Certificate of Designations
is executed on behalf of the Corporation by its Deputy General Counsel and Assistant Secretary on this 20th day of February, 2020.


 


	 	 
	 	Name: Ruairidh Ross
	 	Title: Deputy General Counsel and Assistant Secretary, HP Inc.




    	A-6



    	



    

Exhibit B


 


Form of Right Certificate


 


	Certificate No. R-	__ Rights



 


NOT EXERCISABLE AFTER THE EXPIRATION
DATE OR EARLIER

IF REDEMPTION OR EXCHANGE OCCURS. THE RIGHTS

ARE SUBJECT TO REDEMPTION AT $0.01 PER RIGHT

AND TO EXCHANGE ON THE TERMS SET FORTH

IN THE AGREEMENT.


 


Right Certificate


 


HP 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 February 20, 2020 (the “Agreement”), between HP Inc., a Delaware
corporation (the “Company”), and Equiniti Trust Company (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., New York time, on the
Expiration Date (as such term is defined in the Agreement) at the principal office of the Rights Agent, or at the office of its
successor as Rights Agent, one one-hundredth of a fully paid non-assessable share of Series A Junior Participating Preferred Stock,
par value $0.01 per share, of the Company (the “Preferred Shares”), at a purchase price of $100 per one one-hundredth
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-hundredths
of a Preferred Share which may be



    	B-1



    	



    

purchased upon exercise hereof) set
forth above, and the Purchase Price set forth above, are the number and Purchase Price as of February 20, 2020, based on the
Preferred Shares as constituted at such date. As provided in the Agreement, the Purchase Price and the number of one
one-hundredths 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.


 


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 $0.01 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 $0.01 per share.



    	B-2



    	



    

No fractional Preferred Shares will be issued
upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth
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-3



    	



    

WITNESS the facsimile signature of the proper
officers of the Company and its corporate seal. Dated as of ________, ____.


 


	Attest:	 	HP INC.	 
	 	 	 	 	 	 
	By 	 	 	By 	           	 
	 	Name:	 	Name:	 
	 	Title:	 	Title:	 
	 	Countersigned:	 	 	 	 
	 	 	 	 	 	 


	EQUINITI TRUST COMPANY
	 
	By 	                 	 
	 	Name:	 
	 	Title:	 




    	B-4



    	



    

Form of Reverse Side of Right Certificate


 


FORM OF ASSIGNMENT


 


(To be executed by the registered holder
if such

holder desires to transfer the Right Certificate.)


 


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


(Please print name and address of transferee)


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


 





	Dated: 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	Signature



 


Signature Guaranteed:


 


Signatures must be guaranteed by a member
or participant in the Medallion Signature Guarantee Program at a guarantee level acceptable to the Company’s Transfer Agent.


 


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
(as defined in the Agreement) and are not issued with respect to Notional Common Shares related to a Derivatives Contract described
in clause (iv) of the definition of Beneficial Owner (as such terms are defined in the Agreement).


 


	 	 
	 	Signature




    	B-5



    	



    

Form of Reverse Side of Right Certificate
– continued


 


FORM OF ELECTION TO PURCHASE


 


(To be executed if holder desires to exercise

Rights represented by the Right Certificate.)


 


To: HP 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




    	B-6



    	



    

Signature Guaranteed:


 


Signatures must be guaranteed by a member
or participant in the Medallion Signature Guarantee Program at a guarantee level acceptable to the Company’s Transfer Agent.


 


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
(as defined in the Agreement) and are not issued with respect to Notional Common Shares related to a Derivatives Contract described
in clause (iv) of the definition of Beneficial Owner (as such terms are defined in the Agreement).


 


	 	 
	 	Signature




    	B-7



    	



    

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 (as defined in the Agreement) and such Assignment or Election to Purchase will not be honored.



    	B-8



    	



    

Exhibit C



SUMMARY OF RIGHTS TO PURCHASE

PREFERRED SHARES


 


Introduction


 


On February 20, 2020, the Board of Directors
(the “Board”) of HP Inc. (“HP”), a Delaware corporation, declared a dividend of one preferred share purchase
right (“Right”) for each outstanding share of common stock, par value $0.01 per share, of HP (“HP Common Stock”),
and adopted a shareholder rights plan, as set forth in the Rights Agreement, dated as of February 20, 2020 (the “Rights Agreement”),
by and between HP and Equiniti Trust Company, as rights agent. The dividend is payable on March 2, 2020 to HP stockholders of record
as of the close of business on March 2, 2020. The Rights will expire on February 20, 2021.


 



In general terms, the rights plan works by
imposing a significant penalty upon any person or group that acquires 20% or more of our outstanding common stock without the approval
of our Board. The Rights Agreement would not interfere with any merger or other business combination approved by our Board. For
those interested in the



    	 



    	



    

specific terms of the Rights Agreement, 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 Current Report on Form 8-K dated February 20, 2020. A copy of the agreement is available free of charge from
HP upon request.


 


The Rights. The Rights will initially
trade with, and will be inseparable from, the shares of HP Common Stock. New Rights will accompany any new shares of HP Common
Stock issued after March 2, 2020 until the expiration, exchange or redemption of the Rights.


 


Exercisability. The Rights will not
be exercisable until 10 days after the public announcement that a person or group has become an “Acquiring Person”
(as defined in the Rights Agreement) by obtaining beneficial ownership of 20% or more of the outstanding shares of HP Common Stock.
Prior to exercise, the Right does not give its holder any dividend, voting or liquidation rights.


 


The date when the Rights become exercisable
is referred to herein as the Rights Distribution Date. Until that date, HP Common Stock certificates or, in the case of uncertificated
shares, notations in the book-entry account system, will also evidence the Rights, and any transfer of shares of HP Common Stock
will constitute a transfer of Rights. After that date, the Rights will separate from the shares of HP Common Stock and be evidenced
by book-entry credits or by Rights certificates that HP will mail to all eligible holders of HP Common Stock. Any Rights held by
an Acquiring Person are null and void and may not be exercised.



    	 



    	



    

Exercise Price. Each Right will allow
its holder to purchase from HP one one-hundredth of a share of Series A Junior Participating Preferred Stock, par value $0.01 per
share (“Preferred Share”), for $100 (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 HP Common Stock.


 


Beneficial Ownership. Certain synthetic
interests in securities created by derivative positions — whether or not such interests are considered to be ownership of
underlying shares of HP 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 HP Common Stock equivalent to the economic exposure
created by the derivative position, to the extent actual shares of HP 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. In addition, shares held by Affiliates and Associates of an Acquiring
Person, and Notional Common Shares held by counterparties to a Derivatives Contract with an Acquiring Person, will be deemed to
be beneficially owned by the Acquiring Person (in each case as such capitalized terms are defined in the Rights Agreement).


 


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 may, for
the Exercise Price, purchase shares of HP Common Stock with a market value of $200, based on the market price of HP Common Stock
prior to such acquisition.



 


		·	Exchange. After a person or group becomes an Acquiring Person, but before an 




    	 



    	



    

Acquiring Person owns 50% or
more of the outstanding shares of HP Common Stock, the Board may extinguish the Rights by exchanging one share of HP Common
Stock or an equivalent security for each Right, other than Rights held by the Acquiring Person.


 


		·	Flip Over. If the Company is later acquired in a merger or similar transaction after the Rights Distribution Date, all
holders of Rights except the Acquiring Person may, for the Exercise Price, purchase shares of the acquiring corporation with a
market value of $200 based on the market price of the acquiring corporation’s stock, prior to such transaction.



 


Preferred Share Provisions.


 


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


 


		·	will not be redeemable.



 


		·	will entitle holders to quarterly dividend payments of $0.01 per share, or an amount equal to the dividend paid on one share
of HP Common Stock, whichever is greater.



 


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



 


		·	will have the same voting power as one share of HP Common Stock.



 


		·	if shares of HP 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 HP Common Stock.



 


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


 


Expiration. The Rights will expire
on February 20, 2021.


 


Redemption. The Board may redeem the
Rights for $0.01 per Right at any time before any person or group becomes an Acquiring Person. If the 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 $0.01 per Right. The redemption price will be adjusted if HP effects a stock split or stock dividend of HP
Common Stock.




    	 



    	



    

Anti-Dilution Provisions. The
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 or other reclassification of the
Preferred Shares or HP 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 the Board without the consent of the holders of the Rights. After a person or group becomes an Acquiring
Person, the Board may not amend the Rights Agreement in a way that adversely affects holders of the Rights.