Exhibit 4.1





 


EXECUTION VERSION


 


RIGHTS AGREEMENT


 


Dated as of September 9, 2019


 


between


 


NEUROTROPE, INC.


 


and


 


PHILADELPHIA STOCK TRANSFER, INC.


 


as Rights Agent


 


 




    	 	 



     


    

 


TABLE OF CONTENTS


 


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



 






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	32.	Counterparts	 	32
	 	 	 	 
	33.	Descriptive Headings	 	32
	 	 	 	 
	34.	Administration	 	32
	 	 	 	 
	35.	Force Majeure	 	33


 




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RIGHTS AGREEMENT


 


This Rights Agreement (this “Agreement”),
dated as of September 9, 2019, is between Neurotrope, Inc., a Nevada corporation (the “Company”), and Philadelphia
Stock Transfer, Inc., a Pennsylvania company, as rights agent (the “Rights Agent”).


 


The Board of Directors of the Company (the
“Board of Directors”) has authorized and declared a dividend of one preferred share purchase right (a “Right”)
for each share of common stock, par value $0.0001 per share, of the Company outstanding on the Close of Business on September 19,
2019 (the “Record Date”) and has authorized the issuance of one Right with respect to each additional Common
Share issued by the Company between the Record Date and the earliest of (i) the Distribution Date, (ii) the Redemption Date, or
(iii) the Final Expiration Date, and additional Common Shares that shall become outstanding after the Distribution Date as provided
in Section 22 of this Agreement, each Right initially representing the right to purchase one one-thousandth of a Preferred Share,
subject to adjustment, upon the terms and subject to the conditions hereof.


 


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


 


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


 


1.1          “Acquiring
Person” means any Person (other than an Exempt Person) who or which, together with all Affiliates and Associates of such
Person, shall be the Beneficial Owner of 15% or more of the Common Shares then outstanding, but shall not include (i) the Company,
(ii) any Subsidiary of the Company, (iii) any employee benefit plan of the Company or of any Subsidiary of the Company, (iv) any
entity holding Common Shares for or pursuant to the terms of any such employee benefit plan or (v) any Person who or which, together
with all Affiliates and Associates of such Person, at the time of the first public announcement of this Agreement, is a Beneficial
Owner of 15% or more of the Common Shares then outstanding (a “Grandfathered Stockholder”); provided,
that (A) for the avoidance of doubt, any Derivative that is not by its express terms capable of being settled directly into Common
Shares and does not otherwise directly or indirectly convey any voting rights in Common Shares to any Person shall not be included
in the calculation of Beneficial Ownership for purposes of determining whether and the extent to which a Person may be deemed to
be a Grandfathered Stockholder and (B) if a Grandfathered Stockholder becomes, after such time, the Beneficial Owner (other than
pursuant to the vesting or exercise of any equity awards issued to a member of the Board of Directors or pursuant to additional
grants of any such equity awards to a member of the Board of Directors) of any additional Common Shares (regardless of whether,
thereafter or as a result thereof, there is an increase, decrease or no change in the percentage of Common Shares then outstanding
Beneficially Owned by such Grandfathered Stockholder) then such Grandfathered Stockholder shall be deemed to be an Acquiring Person
unless, upon such acquisition of Beneficial Ownership of additional Common Shares, such Person is not the Beneficial Owner of 15%
or more of the Common Shares then outstanding; provided, further, that upon the first decrease of a Grandfathered Stockholder’s
Beneficial Ownership below 15%, such Grandfathered Stockholder shall no longer be deemed to be a Grandfathered Stockholder and
this clause (v) shall have no further force or effect with respect to such Person. For the avoidance of doubt, in the event that
after the time of the first public announcement of this Agreement, any agreement, arrangement or understanding pursuant to which
any Grandfathered Stockholder is deemed to be the Beneficial Owner of Common Shares expires, is settled in whole or in part, terminates
or no longer confers any benefit to or imposes any obligation on the Grandfathered Stockholder, any direct or indirect replacement,
extension or substitution of such agreement, arrangement or understanding with respect to the same or different Common Shares that
confers Beneficial Ownership of Common Shares shall be considered the acquisition of Beneficial Ownership of additional Common
Shares by the Grandfathered Stockholder and render such Grandfathered Stockholder an Acquiring Person for purposes of this Agreement
unless, upon such acquisition of Beneficial Ownership of additional Common Shares, such person is not the Beneficial Owner of 15%
or more of the Common Shares then outstanding.


 




    	 	 



     


    

 


Notwithstanding the foregoing, no Person
shall become an Acquiring Person as the result of an acquisition or redemption of Common Shares by the Company which, by reducing
the number of shares outstanding, increases the proportionate number of shares Beneficially Owned by such Person to 15% (or such
other percentage as would otherwise result in such Person becoming an Acquiring Person) or more of the Common Shares then outstanding;
provided, that if a Person would, but for the provisions of this paragraph, become an Acquiring Person by reason of an acquisition
or redemption of Common Shares by the Company and shall, after such share purchases by the Company, become the Beneficial Owner
of any additional Common Shares at any time such that the Person is or thereby becomes the Beneficial Owner of 15% (or such other
percentage as would otherwise result in such Person becoming an Acquiring Person) or more of the Common Shares then outstanding
(other than Common Shares acquired solely as a result of corporate action of the Company not caused, directly or indirectly, by
such Person), then such Person shall be deemed to be an Acquiring Person.


 


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


 




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


 


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


 


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


 


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


 


 


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


 


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


 




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


 


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


 


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


 


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


 


1.6          “Common
Shares” means the shares of common stock, par value $0.0001 per share, of the Company. “Common Shares,”
when used with reference to any Person other than the Company, means the capital stock (or equity interest) with the greatest voting
power of such other Person or, if such other Person is a Subsidiary of another Person, the Person or Persons which ultimately control
such first-mentioned Person.


 


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


 


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


 


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


 


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


 


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


 




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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


1.21        “Final
Expiration Date” means the Close of Business on September 8, 2021.


 


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


 


1.23        “NASDAQ”
means the NASDAQ Stock Market.


 


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


 




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1.25        “Preferred
Shares” means shares of Series C Preferred Stock, par value $0.0001 per share, of the Company having such rights and
preferences as are set forth in the form of Certificate of Designations set forth as Exhibit A hereto, as the same may be
amended from time to time.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




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3.           Issue
of Right Certificates.


 


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


 


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


 




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3.3         Certificates
for Common Shares which become outstanding (including, without limitation, reacquired Common Shares referred to in the last sentence
of this Section 3.3) after the Record Date but prior to the earliest of (i) the Distribution Date, (ii) the Redemption Date or
(iii) the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them a legend in substantially
the following form:


 


This certificate also evidences and entitles the holder
hereof to certain Rights (as defined in the Rights Agreement) as set forth in a Rights Agreement between Neurotrope, Inc. and Philadelphia
Stock Transfer, Inc., as Rights Agent (or any successor rights agent), dated as of September
9, 2019, as it may from time to time be amended or supplemented pursuant to its terms (the “Rights Agreement”),
the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices
of Neurotrope, Inc. and the office or offices of Philadelphia Stock Transfer, Inc. designated
for such purpose. The Rights are not exercisable prior to the occurrence of certain events specified in the Rights Agreement. Under
certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced separately and will no longer be evidenced
by this certificate. Neurotrope, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge
after receipt of a written request therefor. Under certain circumstances, Rights that are or were acquired or Beneficially Owned
by an Acquiring Person (or an Affiliate or Associate of an Acquiring Person) (as such terms are defined in the Rights Agreement),
including such Rights held by a subsequent holder, may become null and void.


 


Notwithstanding this Section 3.3, the omission
of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights. If the
Company purchases or acquires any Common Shares after the Record Date but prior to the Distribution Date, any Rights associated
with such Common Shares shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated
with the Common Shares which are no longer outstanding. Rights shall be issued in respect of all Common Shares issued or disposed
of (including, without limitation, upon issuance or reissuance of Common Shares out of authorized but unissued shares) after the
Record Date but prior to the earlier of the Distribution Date and the Final Expiration Date, or in certain circumstances provided
in Section 22 hereof, after the Distribution Date.


 


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


 




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


 


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


 


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


 


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


 




    	 	9	 



     


    

 


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


 


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


 


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


 




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7.2          The
purchase price to be paid upon the exercise of each Right to purchase one one-thousandth of a Preferred Share represented by a
Right shall initially be $20 (the “Purchase Price”) and shall be payable in lawful money of the United States
of America in accordance with Section 7.3. Each Right shall initially entitle the holder to acquire one one-thousandth of a Preferred
Share upon exercise of the Right. The Purchase Price and the number of Preferred Shares or other securities for which a Right is
exercisable shall be subject to adjustment from time to time as provided in Sections 11 and 13.


 


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


 


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


 


7.5          Notwithstanding
anything in this Agreement or the Right Certificate to the contrary, neither the Rights Agent nor the Company shall be obligated
to undertake any action with respect to a registered holder of Rights or other securities of the Company upon the occurrence of
any purported transfer or exercise as set forth in this Section 7 unless such registered holder shall have (i) properly completed
and duly executed the certificate contained in the appropriate form of election to purchase set forth on the reverse side of the
Right Certificate surrendered for such exercise and (ii) provided such additional evidence of the identity of the Beneficial
Owner (or former Beneficial Owner) or Affiliates or Associates thereof or of any other Person with which such Beneficial Owner
or any of such Beneficial Owner’s Affiliates or Associates has any agreement, arrangement or understanding, whether or not
in writing, for the purpose of acquiring, holding, voting or disposing of any securities of the Company or cooperating in obtaining,
changing or influencing the control of the Company, as the Company and the Rights Agent shall reasonably request.


 




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


 


9.           Status
and Availability of Preferred Shares.


 


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


 


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


 


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


 




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


 


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


 


11.1        General.


 


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


 


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


 




    	 	13	 



     


    

 


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


 


11.1.3          If
there are not sufficient authorized but unissued Common Shares to permit the exercise in full of the Rights in accordance with
Section 11.1.2 or the exchange of the Rights in accordance with Section 24, or should the Board of Directors so elect, the Company
may with respect to such deficiency, (i) determine the excess (the “Spread”) of (A) the value of the Common
Shares issuable upon the exercise of a Right as provided in Section 11.1.2 (the “Current Value”) over
(B) the Purchase Price, and (ii) with respect to each Right, make adequate provision to substitute for such Common Shares, upon
payment of the applicable Purchase Price, any one or more of the following having an aggregate value determined by the Board of
Directors to be equal to the Current Value: (A) cash, (B) a reduction in the Purchase Price, (C) Common Shares or other equity
securities of the Company (including, without limitation, shares, or units of shares, of preferred stock which the Board of Directors
has determined to have the same value as Common Shares (“Common Stock Equivalents”)), (D) debt securities of
the Company or (E) other assets, property or instruments. The Company shall provide the Rights Agent with prompt reasonably detailed
written notice of any final determination under the previous sentence.


 


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


 




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


 


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


 




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11.4        Current
Per Share Market Price.


 


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


 


11.4.2          For
the purpose of any computation hereunder, the “Current Per Share Market Price” of the Preferred Shares shall
be determined in accordance with the method set forth in Section 11.4.1. If the Preferred Shares are not publicly traded, the “Current
Per Share Market Price” of the Preferred Shares shall be conclusively deemed to be the Current Per Share Market Price
of the Common Shares as determined pursuant to Section 11.4.1 (appropriately adjusted to reflect any stock split, stock dividend
or similar transaction occurring after the date hereof) multiplied by one thousand. If neither the Common Shares nor the Preferred
Shares are publicly held or so listed or traded, “Current Per Share Market Price” means the fair value per share
as determined in good faith by the Board of Directors, whose determination shall be described in a statement filed with the Rights
Agent and shall be conclusive for all purposes.


 


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


 




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


 


11.7        All
Rights originally issued by the Company subsequent to any adjustment made to the Purchase Price hereunder shall evidence the right
to purchase, at the adjusted Purchase Price, the number of Preferred Shares purchasable from time to time hereunder upon exercise
of the Rights, all subject to further adjustment as provided herein.


 


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


 


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


 




    	 	17	 



     


    

 


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


 


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


 


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


 


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


 


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


 




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


 


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


 


13.1       If,
at any time after a Stock Acquisition Date, (i) the Company consolidates with, or merges with and into, any other Person; (ii)
any Person consolidates with the Company, or merges with and into the Company, and the Company is the continuing or surviving Person
of such merger and, in connection with such merger, all or part of the Common Shares are or will be changed into or exchanged for
stock or other securities of any other Person (or the Company) or cash or any other property; or (iii) the Company sells or otherwise
transfers (or one or more of its Subsidiaries sell or otherwise transfer), in one or more transactions, assets or Earning Power
aggregating 50% or more of the assets or Earning Power of the Company and its Subsidiaries (taken as a whole) to any other Person
other than the Company or one or more of its wholly owned Subsidiaries, then proper provision shall be made so that (A) each holder
of a Right (except as otherwise provided herein) shall have the right to receive, upon the exercise of each Right in accordance
with the terms of this Agreement and in lieu of Preferred Shares, such number of Common Shares of such other Person (including
the Company as successor thereto or as the surviving Person) equal to the result obtained by dividing the then current Purchase
Price by 50% of the then Current Per Share Market Price of the Common Shares of such other Person (determined pursuant to Section
11.4) on the date of consummation of such consolidation, merger, sale or transfer; (B) the issuer of such Common Shares shall thereafter
be liable for, and shall assume, by virtue of such consolidation, merger, sale or transfer, all the obligations and duties of the
Company pursuant to this Agreement; (C) the term “Company” shall thereafter be deemed to refer to such issuer; and
(D) such issuer shall take steps (including, without limitation, the reservation of a sufficient number of shares of its common
stock in accordance with Section 9) in connection with such consummation as may be necessary to ensure that the provisions hereof
shall thereafter be applicable in relation to the common stock thereafter deliverable upon the exercise of the Rights.


 




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


 


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


 


14.          Fractional
Rights and Fractional Shares.


 


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


 


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


 




    	 	20	 



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




    	 	21	 



     


    

 


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


 


16.4        notwithstanding
anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of
a Right or other Person as a result of the inability of the Company or the Rights Agent to perform any of its or their obligations
under this Agreement by reason of any preliminary or permanent injunction or other order, decree, judgment or ruling issued by
a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule,
regulation or executive order promulgated or enacted by any governmental authority prohibiting or otherwise restraining performance
of such obligation.


 


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


 


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


 




    	 	22	 



     


    

 


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


 


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.


 


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


 


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


 




    	 	23	 



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 




    	 	24	 



     


    

 


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


 


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


 


20.8        The
Rights Agent and any affiliate, stockholder, director, officer, agent, representative or employee of the Rights Agent may buy,
sell or deal in any of the Rights or other securities of the Company, or become pecuniarily interested in any transaction in which
the Company may be interested, or contract with or lend money to the Company, or otherwise act as fully and freely as though it
were not the Rights Agent under this Agreement, in each case in compliance with applicable laws. Nothing herein shall preclude
the Rights Agent and such other Persons from acting in any other capacity for the Company or for any other legal entity.


 


20.9        The
Rights Agent may execute and exercise any of the rights or powers hereby vested in it or perform any duty hereunder either itself
or by or through its attorneys or agents. The Rights Agent shall not be answerable or accountable for any act, omission, default,
neglect, or misconduct of any such attorneys or agents or for any loss to the Company or any other Person resulting from any such
act, omission, default, neglect or misconduct, absent gross negligence or bad faith in the selection and continued employment of
such attorneys or agents thereof (which gross negligence or bad faith must be determined by a final, non-appealable judgment of
a court of competent jurisdiction).


 




    	 	25	 



     


    

 


20.10       No
provision of this Agreement shall require the Rights Agent to expend or risk its own funds or otherwise incur any financial liability
in the performance of any of its duties hereunder or in the exercise of its rights if the Rights Agent believes that repayment
of such funds or adequate indemnification against such risk or liability is not reasonably assured to it.


 


20.11      The
Rights Agent shall not be required to take notice or be deemed to have notice of any fact, event or determination (including, without
limitation, any dates or events defined in this Agreement or the designation of any Person as an Acquiring Person, Affiliate or
Associate) under this Agreement unless and until the Rights Agent shall be specifically notified in writing by the Company of such
fact, event or determination, and all notices or other instruments required by this Agreement to be delivered to the Rights Agent
must, in order to be effective, be received by the Rights Agent as specified in Section 26, and in the absence of such notice so
delivered, the Rights Agent may conclusively assume no such event or condition exists.


 


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


 


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


 




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


 


23.          Redemption.


 


23.1        The
Board of Directors may, at its option, at any time prior to such time as any Person becomes an Acquiring Person, redeem all, but
not less than all, of the then outstanding Rights at a redemption price of $0.0001 per Right, appropriately adjusted to reflect
any stock split, stock dividend or similar transaction occurring after the date hereof (the “Redemption Price”).
The redemption of the Rights by the Board of Directors may be made effective at such time, on such basis and subject to such conditions
as the Board of Directors in its sole discretion may establish.


 


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


 




    	 	27	 



     


    

 


24.          Exchange.


 


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


 


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


 


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


 


24.4        If
there shall not be sufficient Common Shares, Preferred Shares or Common Stock Equivalents authorized but unissued to permit any
exchange of Rights as contemplated in accordance with this Section 24, the Company shall take all such action as may be necessary
to authorize additional Common Shares, Preferred Shares or Common Stock Equivalents for issuance upon exchange of the Rights.


 




    	 	28	 



     


    

 


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


 


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


 


25.         Notice
of Certain Events.


 


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


 




    	 	29	 



     


    

 


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


 


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


 


Neurotrope, Inc.


1185 Avenue of the Americas, 3rd floor


New York, New York 10036


Attention: Chief Financial Officer


 


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


 


Mintz, Levin, Cohn, Ferris, Glovsky & Popeo, P.C.


666 Third Avenue, New York, New York, 10017


Attention: Matthew J. Gardella


   Kenneth Koch


 


Subject to the provisions of Section 21, any notice or demand
authorized by this Agreement to be given or made by the Company or by the holder of any Right Certificate to or on the Rights Agent
shall be deemed given upon receipt and shall be sufficiently given or made if in writing when sent by overnight delivery service
or registered or certified mail properly addressed (until another address is filed in writing with the Company) as follows:


 




    	 	30	 



     


    

 


Philadelphia Stock Transfer, Inc


2320 Haverford Rd.


Suite 230


Ardmore, PA 19003


Attention: Robert J. Winterle


 


with a copy to:


 


Carta, Inc.


200 American Metro Blvd., Suite 123


Hamilton, NJ 08619


Attention: Christopher Sealey


 


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


 


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


 


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


 




    	 	31	 



     


    

 


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


 


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


 


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 Nevada and for all purposes shall be governed by and construed in accordance with the laws of the State of Nevada applicable
to contracts to be made and performed entirely within the State of Nevada; provided, that all provisions regarding the rights,
duties, liabilities and obligations of the Rights Agent shall be governed by and construed in accordance with the laws of the State
of New York applicable to contracts made and to be performed entirely within the State of New York.


 


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


 


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


 


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


 




    	 	32	 



     


    

 


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 malfunction of any utilities, communications, or computer facilities, or
loss of data due to power failures or mechanical difficulties with information storage or retrieval systems, labor difficulties,
war, or civil unrest.


 


[Signature Pages Follow] 


 




    	 	33	 



     


    

 


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


 


	 	Neurotrope, Inc.
	 	 	 
	 	By:	/s/ Robert Weinstein
	 	 	 
	 	Name:  	Robert Weinstein
	 	 	 
	 	Title:  	Chief Financial Officer


 


[Signature Page to Rights Agreement]


 


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


 


	 	Philadelphia Stock Transfer, Inc.
	 	 	 
	 	By: 	/s/ Robert J. Winterle
	 	 	 
	 	Name:  	Robert J. Winterle
	 	 	 
	 	Title: 	President


 


[Signature Page to Rights Agreement]


 




    	 	 



     


    

 


EXHIBIT A


 


FORM


 


of


 


CERTIFICATE OF DESIGNATIONS


 


of


 


SERIES C PREFERRED STOCK


 


of


 


NEUROTROPE, INC.


 




    	 	Exhibit A-1	 



     


    






 


	 	
	 	*150103*


 


	 	BARBARA K. CEGAVSKE
	Secretary of State
	202 North Carson Street
	Carson City, Nevada 89701-4201
	(775) 684-5708
	Website: www.nvsos.gov


 


	
         

        Certificate of Designation

        (PURSUANT TO NRS 78.1955)

         
	 


 


	USE
    BLACK INK ONLY - DO NOT HIGHLIGHT	ABOVE
    SPACE IS FOR OFFICE USE ONLY


 


Certificate of Designation For


Nevada Profit Corporations


(Pursuant to NRS 78.1955)


  


1. Name of corporation:


Neurotrope, Inc.


 


2. By resolution of the board of directors pursuant
to a provision in the articles of incorporation this certificate establishes the following regarding the voting powers, designations,
preferences, limitations, restrictions and relative rights of the following class or series of stock.


Certificate of Designations, Preferences and Rights
of Series C Preferred Stock of Neurotrope, Inc.


 


Neurotrope, Inc., a corporation organized and existing
under the laws of the State of Nevada (the "Corporation"), hereby certifies that the Board of Directors of the Corporation
(the "Board"), pursuant to the authority of the Board as required by applicable law, and in accordance with the provisions
of the Corporation's articles of incorporation and by-laws, has authorized and hereby authorizes a series of the Corporation's
previously authorized Preferred Stock, par value $0.0001 per share (the "Preferred Stock"), and hereby states the designation
and number of shares, and fixes the rights, preferences, privileges, powers and restrictions thereof, in this Certificate of Designations,
Preferences and Rights of Series C Preferred Stock of Neurotrope, Inc. (the "Certificate of Designation") as set forth
on Exhibit A attached hereto.


 


	3. Effective
    date of filing: (optional)	 
	 	(must not be later than 90 days after the certificate is filed)


 


4. Signature: (required)


 


	X	 
	Signature of Officer	 


 


Filing Fee: $175.00


 


IMPORTANT: Failure to include any
of the above information and submit with the proper fees may cause this filing to be rejected.


  


	 	 	 	 	Nevada Secretary of State Stock Designation
	This form must be accompanied by appropriate fees.	 	Reset	 	Revised: 1-5-15


  




    	 	Exhibit A-2	 



     


    

 


Exhibit A


 


Certificate of Designations, Preferences
and Rights 


of Series C Preferred Stock of Neurotrope,
Inc.


 


(Continued)


 


Section 1. Designation
and Amount. The shares of this series shall be designated as Series C Preferred Stock (the “Series C Preferred Stock”),
and the number of shares constituting the Series C Preferred Stock shall be one hundred thousand (100,000). Such number of shares
may be increased or decreased by resolution of the Board of Directors; provided, that no decrease shall reduce the number of shares
of Series C 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 C Preferred Stock.


 


Section 2. Dividends
and Distributions.


 


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


 




    	 	Exhibit A-3	 



     


    

 


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


 


(C)         Dividends
due pursuant to paragraph (A) of this Section 2 shall begin to accrue and be cumulative on outstanding shares of Series C 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 C 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 C 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 C Preferred Stock entitled to receive payment of a dividend
or distribution declared thereon, which record date shall be not more than 60 days prior to the date fixed for the payment thereof.


 


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


 


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


 


(B)         Except
as otherwise provided in the Articles of Incorporation of the Corporation (as amended, the “Articles of Incorporation”),
including any other Certificate of Designations creating a series of Preferred Stock or any similar stock, or by law, the holders
of shares of Series C 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 required by law, holders of Series C 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.


 




    	 	Exhibit A-4	 



     


    

 


Section 4. Certain
Restrictions.


 


(A)         Whenever
quarterly dividends or other dividends or distributions payable on the Series C 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
C 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 C 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 C Preferred Stock, except dividends paid ratably on the Series C Preferred Stock and
all such parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all
such shares are then entitled; or


 


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


 


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


 


Section 5. Reacquired
Shares. Any shares of Series C Preferred Stock purchased or otherwise acquired by the Corporation in any manner whatsoever
shall be retired and canceled promptly after the acquisition thereof. The Corporation shall take all such actions as are necessary
to cause all such shares to become authorized but unissued shares of Preferred Stock that may be reissued as part of a new series
of Preferred Stock subject to the conditions and restrictions on issuance set forth herein or in the Articles of Incorporation,
including any 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.


 


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


 




    	 	Exhibit A-5	 



     


    

 


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


 


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


 


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


 


Section 8. Amendment.
While any Series C Preferred Stock is issued and outstanding, the Articles of Incorporation shall not be amended in any manner,
including in a merger or consolidation, which would alter, change or repeal the powers, preferences or special rights of the Series
C 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 B Preferred Stock, voting together as a single class.


 






    	 	Exhibit A-6	 



     


    

 


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


 




    	 	Exhibit A-7	 



     


    

 


IN WITNESS WHEREOF,
the undersigned has signed this Certificate of Designation on the 9th day of September, 2019, and affirms the statements
contained therein as true under the penalties of perjury.


 


	 	Neurotrope, Inc.
	 	 
	 	 
	 	 
	 	Name:  Robert Weinstein
	 	 
	 	Title: Chief Financial Officer, Executive Vice President, Secretary and Treasurer


 




    	 	Exhibit A-8	 



     


    

 


EXHIBIT B


 


Form of Right Certificate


 


	Certificate No. R-	 	Rights


 


NOT EXERCISABLE AFTER THE FINAL EXPIRATION
DATE (AS DEFINED IN THE RIGHTS AGREEMENT) OR EARLIER IF REDEMPTION, EXCHANGE OR TERMINATION OCCURS. THE RIGHTS ARE SUBJECT TO REDEMPTION
AT $0.0001 PER RIGHT AND TO EXCHANGE ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT. UNDER CERTAIN CIRCUMSTANCES, RIGHTS THAT ARE
OR WERE ACQUIRED OR BENEFICIALLY OWNED BY AN ACQUIRING PERSON OR ANY ASSOCIATES OR AFFILIATES THEREOF (AS SUCH TERMS ARE DEFINED
IN THE RIGHTS AGREEMENT), OR ANY SUBSEQUENT HOLDER OF SUCH RIGHTS, MAY BECOME NULL AND VOID.


 


Right Certificate


 


NEUROTROPE, INC.


 


This certifies that ________________________, or his, her or its
registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof,
subject to the terms, provisions and conditions of the Rights Agreement (as may be amended from time to time, the “Rights
Agreement”), dated as of September 9, 2019, between Neurotrope, Inc., a Nevada corporation (the “Company”),
and Philadelphia Stock Transfer, Inc, a Pennsylvania company, as rights agent (or any successor rights agent) (the “Rights
Agent”), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights
Agreement) and prior to the Final Expiration Date (as such term is defined in the Rights Agreement) or earlier under certain circumstances
set forth in the Rights Agreement, at the office or offices of the Rights Agent designated for such purpose, or at the office of
its successor as Rights Agent, one one-thousandth of a fully paid non-assessable share of Series C Preferred Stock, par value $0.0001
per share, of the Company (the “Preferred Shares”), at a purchase price of $20 per one one-thousandth of a Preferred
Share (the “Purchase Price”), upon presentation and surrender of this Right Certificate with the Form of Election
to Purchase properly completed and duly executed, accompanied by such documentation as the Rights Agent may reasonably request.
The number of Rights evidenced by this Right Certificate (and the number of one one-thousandths of a Preferred Share which may
be purchased upon exercise hereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as
of September 9, 2019, based on the Preferred Shares as constituted at such date. As provided in the Rights Agreement, the
Purchase Price and the number of one one-thousandths of a Preferred Share which may be purchased upon the exercise of the Rights
evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events.


 




    	 	Exhibit B-1	 



     


    

 


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


 


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


 


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


 


Subject to the provisions of the Rights
Agreement, at the Company’s option, the Rights evidenced by this Certificate (i) may be redeemed by the Company at a redemption
price of $0.0001 per Right or (ii) may be exchanged in whole or in part for shares of the Company’s Common Stock, par value
$0.0001 per share, Preferred Shares, cash, debt securities, or other assets, property or instruments. The shares and other securities
transferred as part of the exchange may be transferred to a trust created upon such terms as the Board of Directors of the Company
may determine.


 


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


 


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


 




    	 	Exhibit B-2	 



     


    

 


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


 


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


 


	Attest:	 	Neurotrope, Inc.
	 	 	 
	 	 	By:  	        
	 	 	 	 	 
	Countersigned:	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 	 
	Rights Agent:	 	 	 
	 	 	 	 	 
	By:	               	 	 	 
	Authorized Signature	 	 	 


 




    	 	Exhibit B-3	 



     


    

 


Form of Reverse Side of Right Certificate


 


FORM OF ASSIGNMENT


 


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


 


FOR VALUE RECEIVED, ___________________________
hereby sells, assigns and transfers unto


 


(Please print name and address of transferee)


 


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


	 	 	 	 
	Date:  	 	 	Signature


 


Signature Guaranteed:


 


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


 


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


 


	 	 	 
	 	 	Signature


 




    	 	Exhibit B-4	 



     


    

 


Form of Reverse Side of Right Certificate
— continued


 


FORM OF ELECTION TO PURCHASE


 


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


 


TO NEUROTROPE, 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)
	 
	 


 


	 	 	 	 
	Date:  	 	 	Signature


 


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


 


Signature Guaranteed:


 


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


 




    	 	Exhibit B-5	 



     


    

 


 


Form of Reverse Side
of Right Certificate — continued


 


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


 


	 	 	 
	 	 	Signature


 


NOTICE


 


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


 


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


 


 




    	 	Exhibit B-6	 



     


    

 


EXHIBIT C


 


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


 


SUMMARY OF RIGHTS TO PURCHASE


 


PREFERRED SHARES


 


On September 9, 2019, the Board of Directors
of Neurotrope, Inc., a Nevada corporation (the “Company”), declared a dividend of one preferred share
purchase right (a “Right”) for each outstanding share of common stock, par value $0.0001 per share, of the Company
(the “Common Shares”), outstanding on September 19, 2019 (the “Record Date”) to the stockholders
of record on that date. Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of
Series C Preferred Stock, par value $0.0001 per share, of the Company (the “Preferred Shares”), at a price of
$20 per one one-thousandth of a Preferred Share represented by a Right (the “Purchase Price”), subject to adjustment.
The description and terms of the Rights are set forth in a Rights Agreement (the “Rights Agreement”), dated
as of September 9, 2019, between the Company and Philadelphia Stock Transfer, Inc, a Pennsylvania company, as rights agent (or
any successor rights agent), as it may from time to time be amended or supplemented pursuant to its terms. Capitalized terms used
but not defined in this summary have the meanings ascribed to such terms in the Rights Agreement.


 


Until the earlier to occur of (i) the Close
of Business on the tenth day following the acquisition of Beneficial Ownership of 15% or more of the outstanding Common Shares
(including ownership of a Derivative Position) by a Person or group of affiliated or associated Persons (an “Acquiring
Person”) (or, in the event that an exchange is effected in accordance with Section 24 of the Rights Agreement and the
Board of Directors determines that a later date is advisable, then such later date) or (ii) 10 Business Days (or such later date
as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) following
the commencement of, or of the first public announcement of the intention to commence, a tender offer or exchange offer the consummation
of which would result in the Beneficial Ownership by a Person or group of 15% or more of the outstanding Common Shares (the earlier
of such dates, the “Distribution Date”), the Rights will be evidenced by Common Share certificates with a copy
of this Summary of Rights attached thereto (unless such Rights are recorded in book-entry); provided, that each certificate
(or other evidence of book-entry or other uncertificated ownership) representing Common Shares outstanding as of the Close of Business
on the Record Date evidencing the Rights shall be deemed to incorporate by reference the terms of the Rights Agreement.


 




    	 	Exhibit C-1	 



     


    

 


A Person shall not be deemed to be an Acquiring
Person if such Person, together with all Affiliates and Associates of such Person, at the time of the first public announcement
of the Rights Agreement, is a Beneficial Owner of 15% or more of the Common Shares then outstanding (a “Grandfathered
Stockholder”); provided, that (A) for the avoidance of doubt, any Derivative that is not by its express terms
capable of being settled directly into Common Shares and does not otherwise directly or indirectly convey any voting rights in
Common Shares to any Person shall not be included in the calculation of Beneficial Ownership for purposes of determining whether
and the extent to which a Person may be deemed to be a Grandfathered Stockholder and (B) if a Grandfathered Stockholder becomes
(other than pursuant to the vesting or exercise of any equity awards issued to a member of the Board of Directors or pursuant to
additional grants of any such equity awards to a member of the Board of Directors), after the date of the Rights Agreement, the
Beneficial Owner of any additional Common Shares (regardless of whether, thereafter or as a result thereof, there is an increase,
decrease or no change in the percentage of Common Shares then outstanding Beneficially Owned by such Grandfathered Stockholder)
then such Grandfathered Stockholder shall be deemed to be an Acquiring Person unless, upon such acquisition of Beneficial Ownership
of additional Common Shares, such Person is not the Beneficial Owner of 15% or more of the Common Shares then outstanding; provided,
further, that upon the first decrease of a Grandfathered Stockholder’s Beneficial Ownership below 15%, such Grandfathered
Stockholder shall no longer be deemed to be a Grandfathered Stockholder. For the avoidance of doubt, in the event that after the
time of the first public announcement of the Rights Agreement, any agreement, arrangement or understanding pursuant to which any
Grandfathered Stockholder is deemed to be the Beneficial Owner of Common Shares expires, is settled in whole or in part, terminates
or no longer confers any benefit to or imposes any obligation on the Grandfathered Stockholder, any direct or indirect replacement,
extension or substitution of such agreement, arrangement or understanding with respect to the same or different Common Shares that
confers Beneficial Ownership of Common Shares shall be considered the acquisition of Beneficial Ownership of additional Common
Shares by the Grandfathered Stockholder and render such Grandfathered Stockholder an Acquiring Person for purposes of the Rights
Agreement unless, upon such acquisition of Beneficial Ownership of additional Common Shares, such Person is not the Beneficial
Owner of 15% or more of the Common Shares then outstanding.


 


“Beneficial Ownership”
shall include any securities (i) which a Person or any of such Person’s Affiliates or Associates beneficially owns, directly
or indirectly, within the meaning of Rules 13d-3 or 13d-5 promulgated under the Exchange Act, or has the right or ability to vote,
or the right to acquire, pursuant to any agreement, arrangement or understanding (except under limited circumstances), (ii) which
are directly or indirectly Beneficially Owned by any other Person with which a Person has any agreement, arrangement or understanding
for the purpose of acquiring, holding or voting such securities, or obtaining, changing or influencing control of the Company or
(iii) in respect of which a Person or any of such Person’s Affiliates or Associates has a derivative position which is capable
of being settled, in whole or in part, through delivery of Common Shares (whether on a required or optional basis, and whether
such settlement may occur immediately or only after the passage of time, the occurrence of conditions, the satisfaction of regulatory
requirements or otherwise).


 


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


 




    	 	Exhibit C-2	 



     


    

 


The Rights are not exercisable until the
Distribution Date. The Rights will expire on the Close of Business on September 8, 2021 (the “Final Expiration Date”).


 


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


 


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


 


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


 


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


 




    	 	Exhibit C-3	 



     


    

 


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


 


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


 


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


 


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


 


At any time prior to the time any Person
becomes an Acquiring Person, the Board of Directors may redeem the Rights in whole, but not in part, at a price of $0.0001 per
Right (the “Redemption Price”). The redemption of the Rights may be made effective at such time, on such basis
and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption of the
Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption
Price.


 


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


 


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


 


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


 




    	 	Exhibit C-4