TAX BENEFIT PRESERVATION PLAN
	Dated as of May 23, 2014
	 
	by and between
	 
	CROSSROADS SYSTEMS, INC.
	 
	and
	 
	AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC,
	as Rights Agent
	 


 




    	 



    	 



    

 


TABLE OF CONTENTS


 


	 	 	Page
	 	 	 
	Section 1.	Certain Definitions	1
	Section 2.	Appointment of Rights Agent	11
	Section 3.	Issuance of Rights Certificates	11
	Section 4.	Form of Rights Certificates	13
	Section 5.	Countersignature and Registration	14
	Section 6.	Transfer, Split Up, Combination and Exchange of Rights Certificates; Mutilated, Destroyed, Lost or Stolen Rights Certificates	15
	Section 7.	Exercise of Rights; Exercise Price; Expiration Date of Rights	16
	Section 8.	Cancellation and Destruction of Rights Certificates	19
	Section 9.	Reservation and Availability of Series G Preferred Shares	19
	Section 10.	Record Date for Securities Issued	21
	Section 11.	Adjustment of Exercise Price, Number and Kind of Shares or Number of Rights	21
	Section 12.	Certificate of Adjusted Exercise Price or Number of Shares	28
	Section 13.	Consolidation, Merger or Sale or Transfer of Assets, Cash Flow or Earning Power	29
	Section 14.	Fractional Rights and Fractional Shares	32
	Section 15.	Rights of Action	33
	Section 16.	Agreement of Rights Holders	34
	Section 17.	Holder of Rights Certificate Not Deemed to be a Stockholder	34
	Section 18.	Concerning the Rights Agent	35
	Section 19.	Merger, Consolidation or Change of Name of Rights Agent.	36
	Section 20.	Duties of Rights Agent	36
	Section 21.	Change of Rights Agent	39
	Section 22.	Issuance of New Rights Certificates	40
	Section 23.	Redemption	41
	Section 24.	Exchange	42
	Section 25.	Process to Seek Exemption Prior to Trigger Event	44
	Section 26.	Notice of Certain Events	46
	Section 27.	Notices	47
	Section 28.	Supplements and Amendments	48
	Section 29.	Successors	48
	Section 30.	Determinations and Actions by the Board	48


  




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	Section 31.	Benefits of this Plan	49
	Section 32.	Severability	49
	Section 33.	Governing Law; Exclusive Jurisdiction	49
	Section 34.	Counterparts	50
	Section 35.	Descriptive Headings; Interpretation	50
	Section 36.	Costs of Enforcement	51
	Section 37.	Force Majeure	51
	Section 38.	USA PATRIOT Act	51


 


EXHIBITS


 


	Exhibit A -	Form of Certificate of Designation of Rights, Preferences and Privileges of Series G Participating Preferred Stock
	 	 
	Exhibit B -	Form of Rights Certificate
	 	 
	Exhibit C -	Form of Summary of Rights


 




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TAX BENEFIT PRESERVATION PLAN


 


This TAX
BENEFIT PRESERVATION PLAN (this “Plan”), dated as of May 23, 2014, is by and between Crossroads
Systems, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust
Company, LLC, a New York limited liability trust company, as rights agent (the “Rights Agent”). All
capitalized terms used in this Plan have the meanings given thereto in Section 1.


 


RECITALS


 


WHEREAS, on May 23,
2014 (the “Rights Dividend Declaration Date”), the Board of Directors of the Company (the “Board”)
adopted this Plan and authorized and declared a dividend of one preferred share purchase right (a “Right”)
for each Subject Share outstanding as of the Close of Business on June 4, 2014 (the “Record Date”), each
Right initially representing the right to purchase one one-thousandth of a Series G Preferred Share (as such number may be adjusted
pursuant to the provisions of this Plan) and having the rights, preferences and privileges set forth in the form of Certificate
of Designation of Rights, Preferences and Privileges of Series G Participating Preferred Stock attached hereto as Exhibit
A, upon the terms and subject to the conditions set forth herein;


 


WHEREAS, the Board
further authorized and directed the issuance of one Right (as such number may be adjusted pursuant to the provisions of this Plan)
with respect to each Subject Share that becomes outstanding (whether as an original issuance or from the Company’s treasury)
between the Record Date and the earlier of the (a) Distribution Date and (b) Expiration Date, and in certain circumstances after
the Distribution Date;


 


WHEREAS, if the Company
experiences an “ownership change,” as defined in Section 382 of the Internal Revenue Code of 1986, as amended,
or any successor statute (the “Code”), its ability to use Tax Benefits (as hereinafter defined) for income
tax purposes could be substantially limited or lost altogether; and


 


WHEREAS, the Company
views the Tax Benefits as highly valuable assets of the Company that are likely to inure to the benefit of the Company and its
stockholders, and the Company believes that it is in the best interests of the Company and its stockholders that the Company provide
for the protection of the Tax Benefits on the terms and conditions set forth herein.


 


AGREEMENT


 


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


 


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


 




    	 



    	 



    

 


(a)          “Acquiring
Person” means any Person who or that, together with all Affiliates and Associates of such Person, is the Beneficial
Owner of 4.99% or more of the Common Shares then outstanding, but shall not include (i) any Exempt Person; or (ii) any Existing
Holder, unless and until such time as such Existing Holder becomes the Beneficial Owner of one or more additional Common Shares
(other than pursuant to a dividend or distribution paid or made by the Company on the outstanding Subject Shares in Common Shares
or pursuant to a split or subdivision of the outstanding Subject Shares), unless upon becoming the Beneficial Owner of such additional
Common Shares, such Existing Holder does not Beneficially Own 4.99% or more of the Common Shares then outstanding. Notwithstanding
the foregoing, no Person will be deemed to be an Acquiring Person as the result of an acquisition of Common Shares by an Exempt
Person that, by reducing the number of Common Shares then outstanding, increases the proportionate number of Common Shares that
are Beneficially Owned by such Person to 4.99% or more of the Common Shares then outstanding; provided, however, that if
a Person becomes the Beneficial Owner of 4.99% or more of the Common Shares then outstanding solely as the result of a reduction
in the number of Common Shares then outstanding due to an acquisition of Common Shares by an Exempt Person and, after such acquisition
by such Exempt Person, becomes the Beneficial Owner of one or more additional Common Shares (other than pursuant to a dividend
or distribution paid or made by the Company on the outstanding Common Shares in Common Shares or pursuant to a split or subdivision
of the outstanding Common Shares), then such Person will be deemed to be an Acquiring Person unless, upon becoming the Beneficial
Owner of such additional Common Shares, such Person does not Beneficially Own 4.99% or more of the Common Shares then outstanding;
and provided, further, that that no Person shall be deemed to Beneficially Own, and therefore shall not become an Acquiring
Person solely as a result of the receipt or exercise of, any Equity Award Shares. Notwithstanding the foregoing, if the Board determines
in good faith that a Person who would otherwise be an Acquiring Person has become such inadvertently (including because (A) such
Person was unaware that it Beneficially Owned a percentage of the Common Shares that would otherwise cause such Person to be an
Acquiring Person or (B) such Person was aware of the extent of the Common Shares that it Beneficially Owned but had no actual knowledge
of the consequences of such Beneficial Ownership pursuant to this Plan) and without any intention of changing or influencing control
of the Company, and if such Person divested or divests (including by entering into an agreement with the Company, which agreement
is satisfactory to the Board in its sole discretion, to divest and subsequently divests in accordance with the terms of such agreement,
without exercising or retaining any power, including voting power, with respect to such Common Shares) as promptly as practicable
a sufficient number of Common Shares so that such Person would no longer be an Acquiring Person, then such Person will not be deemed
to be or to have become an Acquiring Person at any time for any purposes of this Plan. For all purposes of this Plan, any calculation
of the number of Common Shares outstanding at any particular time, including for purposes of determining the particular percentage
of the outstanding Common Shares of which any Person is the Beneficial Owner, will be calculated in accordance with Section 382
and the Treasury Regulations promulgated thereunder.


 


(b)          “Adjustment
Shares” has the meaning set forth in Section 11(a)(ii).


 




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(c)          “Affiliate”
and “Associate” have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules
and Regulations promulgated under the Exchange Act, as in effect on the Rights Dividend Declaration Date and, to the extent not
included within the foregoing, will also include, with respect to any Person, any other Person (other than an Exempt Person or
an Existing Holder) whose Stock or other securities (i) would be deemed owned constructively or indirectly by such first Person
for purposes of Section 382; (ii) would be deemed owned by a single “entity” as defined in Treasury Regulation
§1.382-3(a)(1) in which both such first Person and such other Person are included; or (iii) otherwise would be deemed aggregated
with the Stock or other securities owned by such first Person pursuant to the provisions of Section 382; provided, however,
that a Person will not be deemed to be an Affiliate or Associate of another Person solely because either or both such Persons are
or were directors of the Company.


 


(d)          A
Person will be deemed the “Beneficial Owner” of, and will be deemed to “Beneficially Own”
any securities:


 


(i)          that
such Person or any of such Person’s Affiliates or Associates, directly or indirectly, owns or has the legal, equitable or
contractual right or obligation to acquire (whether directly or indirectly and whether exercisable immediately or only after the
passage of time, compliance with regulatory requirements, satisfaction of one or more conditions (whether or not within the control
of such Person) or otherwise) (A) 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);
(B) upon the exercise of any conversion rights, exchange rights, rights (other than the Rights), warrants or options, or otherwise;
(C) pursuant to the power to revoke a trust, discretionary account or similar arrangement; (D) pursuant to the power to terminate
a repurchase or similar so-called “stock borrowing” agreement, arrangement or understanding; (E) pursuant to the automatic
termination of a trust, discretionary account or similar arrangement; or (F) any securities, rights, options or warrants, including
the Series F Preferred Shares, that are convertible or exchangeable into, or exercisable for, Common Shares until such time as
such securities are converted, exchanged or exercised, except to the extent that the acquisition or transfer of securities (including
rights, options or warrants) would be treated as exercised on the date of its acquisition or transfer pursuant to Section 1.382-4(d)
of the Treasury Regulations promulgated under Section 382; provided, however, that a Person will not be deemed pursuant
to this Section 1(d)(i) to be the Beneficial Owner of, or to Beneficially Own, securities (1) tendered pursuant to a tender or
exchange offer made by or on behalf of such Person or any of such Person’s Affiliates or Associates until such tendered securities
are accepted for purchase or exchange; (2) issuable upon the exercise of Rights at any time prior to the occurrence of a Triggering
Event; (3) issuable upon the exercise of Rights from and after the occurrence of a Triggering Event if such Rights were acquired
by such Person or any of such Person’s Affiliates or Associates prior to the Distribution Date or pursuant to Section 3(a)
or Section 22 (the “Original Rights”) or pursuant to Section 11(h) in connection with an adjustment made
with respect to any Original Rights; or (4) that a Person or any of such Person’s Affiliates or Associates may be deemed
to have the right to acquire pursuant to any merger or other acquisition agreement between the Company and such Person (or one
or more of its Affiliates or Associates), or any tender, voting or support agreement entered into by such Person (or one or more
of its Affiliates or Associates) in connection therewith, if such agreement has been approved by the Board prior to their being
an Acquiring Person;


 




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(ii)         that
such Person or any of such Person’s Affiliates or Associates, directly or indirectly, has the right to vote (including the
power to vote or to direct the voting of) or dispose (or direct the disposition) of or has “beneficial ownership” of
(as determined pursuant to Rule 13d-3 of the General Rules and Regulations promulgated under the Exchange Act, as in effect on
the Rights Dividend Declaration Date), including pursuant to any agreement, arrangement or understanding whether or not in writing,
but only if the effect of such agreement, arrangement or understanding is to treat such Persons as an “entity” pursuant
to Section 1.382-3(a)(1) of the Treasury Regulations; provided, however, that a Person will not be deemed the Beneficial
Owner of, or to Beneficially Own, any security pursuant to this Section 1(d)(ii) as a result of an agreement, arrangement or understanding
whether or not in writing to vote such security if such agreement, arrangement or understanding (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 provisions of the General Rules and Regulations promulgated under the Exchange Act; and (B) is not also then
reportable by such Person on Schedule 13D pursuant to the Exchange Act (or any comparable or successor report); or


 


(iii)        that
are Beneficially Owned, directly or indirectly, by any other Person (or any of such Person’s Affiliates or Associates) with
which such first Person (or any of such first Person’s Affiliates or Associates) has any agreement, arrangement or understanding
whether or not in writing (other than customary agreements with and between underwriters and selling group members with respect
to a bona fide public offering of securities) for the purpose of acquiring, holding, voting (except pursuant to a revocable proxy
to the extent contemplated by the proviso to Section 1(d)(ii)) or disposing of any securities of the Company, but only if the effect
of such agreement, arrangement or understanding is to treat such Persons as an “entity” pursuant to Section 1.382-3(a)(1)
of the Treasury Regulations; provided, however, that no person who is an officer, director or employee of an Exempt Person
will be deemed, solely by reason of such Person’s status or authority as such, to be a Beneficial Owner of, to have Beneficial
Ownership of or to Beneficially Own any securities of the Company that are Beneficially Owned (including in a fiduciary capacity)
by an Exempt Person or by any other such officer, director or employee of an Exempt Person; provided further, however,
that any stockholder of the Company, together with any Affiliate, Associate or other person who may be deemed to be a representative
of such stockholder then serving as a director of the Company, will not be deemed to be the Beneficial Owner of, to have Beneficial
Ownership of or to Beneficially Own any securities of the Company held by any other Person as a result of any Person affiliated
or otherwise associated with such stockholder serving as a director of the Company.


 


Notwithstanding anything
in this Plan to the contrary, for the purposes of the Plan: (1) to the extent not within the foregoing provisions of this Section
1(e), a Person will be deemed to be the Beneficial Owner of, and will be deemed to Beneficially Own or have Beneficial Ownership
of, Stock held by any other Person that such Person would be deemed to own constructively or indirectly or otherwise would be aggregated
with Stock owned by such Person pursuant to Section 382, or any successor provision or replacement provision and Treasury Regulations
thereunder; (2) a holder of a Series F Preferred Share will be deemed to be the Beneficial Owner of the number of Common Shares
issuable upon conversion of such Series F Preferred Share (which, for the sake of clarity, is one share as of the date hereof),
notwithstanding any limitations on such holder’s ability to convert Series F Preferred Shares into Common Shares that are
contained in the Certificate of Designation relating to the Series F Preferred Shares; (3) a holder of a security convertible into
or exercisable for Common Shares will be deemed to be the Beneficial Owner of all Common Shares issuable upon the conversion or
exercise of such security, notwithstanding any limitations or conditions placed upon on such holder’s ability to convert
or exercise such security that are contained in such security (disregarding, for purposes of this clause (3) any ‘anti-dilution’
or conversion price protection mechanism in such security unless such mechanism has been triggered); and (4) a Person shall not
be deemed to be the Beneficial Owner of any Equity Award Shares.


 




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(e)          “Board”
has the meaning set forth in the recitals at the beginning of this Plan.


 


(f)          “Book
Entry Shares” has the meaning set forth in Section 3(a).


 


(g)          “Business
Day” means any day other than a Saturday, Sunday or a day on which the Federal Reserve Bank of New York is closed.


 


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


 


(i)          “Code”
has the meaning set forth in the recitals at the beginning of this Plan.


 


(j)          “Common
Shares” means, unless otherwise specified, the shares of common stock, par value $0.001 per share, of the Company.
When used with reference to any Person other than the Company, Common Shares means the capital stock with the greatest voting power,
or the equity securities or other equity interest having power to control or direct the management, of such Person or, if such
Person is a Subsidiary of another Person, of the Person that ultimately controls such first-mentioned Person.


 


(k)          “Common
Share Equivalents” has the meaning set forth in Section 11(a)(iii).


 


(l)          “Company”
has the meaning set forth in the preamble hereto, subject to the terms of Section 13(a).


 




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(m)          “Current
Per Share Market Price” of any security (a “Security” for purposes of this definition),
for all computations other than those made pursuant to Section 11(a)(iii), means the average of the daily closing prices per share
of such Security for the 30 consecutive Trading Days immediately prior to but not including such date, and for purposes of computations
made pursuant to Section 11(a)(iii), the Current Per Share Market Price of any Security on any date will be deemed to be the average
of the daily closing prices per share of such Security for the 10 consecutive Trading Days immediately following but not including
such date; provided, however, that in the event that the Current Per Share Market Price of the Security is determined during
any period following the announcement by the issuer of such Security of (i) a dividend or distribution on such Security payable
in shares of such Security or securities convertible into such shares (other than the Rights), or (ii) any subdivision, combination,
consolidation, reverse stock split or reclassification of such Security, and the ex-dividend date for such dividend or distribution,
or the record date for such subdivision, combination, consolidation, reverse stock split or reclassification, has not occurred
prior to the commencement of the requisite 30 Trading Day or 10 Trading Day period as set forth above, then, and in each such case,
the Current Per Share Market Price will be appropriately adjusted to take into account ex-dividend trading. The closing price for
each day will be the last sale price, regular way, reported at or prior to 4:00 p.m., New York, New York time, or, if no such sale takes
place on such day, the average of the bid and asked prices, regular way, reported as of 4:00 p.m. New York, New York time, in either
case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading
on NASDAQ or, if the Security is not listed or admitted to trading on NASDAQ, as reported in the principal consolidated transaction
reporting system with respect to securities listed on the principal national securities exchange on which the Security is listed
or admitted to trading or, if the Security is not listed or admitted to trading on any national securities exchange, the last quoted
price reported at or prior to 4:00 p.m., New York, New York time, or, if on such date the Security is not so quoted, the average of
the high bid and low asked prices in the over-the-counter market, as reported as of 4:00 p.m., New York, New York time, by NASDAQ or
such other system then in use, or, if on any such date the Security is not quoted by any such organization, the average of the
closing bid and asked prices as furnished by a professional market maker making a market in the Security selected by the Board.
If on any such date no market maker is making a market in the Security, the fair value of such shares on such date as determined
in good faith by the Board will be used, which determination will be described in a statement filed with the Rights Agent and will
be conclusive and binding on the Rights Agent and the holders of the Rights. If the Current Per Share Market Price of the Series
G Preferred Shares cannot be determined in the manner provided above or if the Series G Preferred Shares are not publicly held
or not listed or traded in a manner described above, then the Current Per Share Market Price of the Series G Preferred Shares will
be conclusively deemed to be (x) the Current Per Share Market Price of the Common Shares as determined pursuant to this Section
1(m) multiplied by (y) 1,000 (as such number may be appropriately adjusted to reflect any subdivision, combination, consolidation,
reverse stock split or reclassification of Common Shares occurring after the Rights Dividend Declaration Date). If the Security
(other than the Series G Preferred Shares) is not publicly held or not so listed or traded, or if on any such date the Security
is not so quoted and no such market maker is making a market in the Security, then the Current Per Share Market Price means the
fair value per share as determined in good faith by the Board, after consultation with a nationally recognized investment banking
firm, whose determination will be described in a statement filed with the Rights Agent and will be conclusive and binding on the
Rights Agent and the holders of the Rights.


 


(n)          “Current
Exchange Value” means the product of the Current Per Share Market Price of Common Shares on the date of the occurrence
of an Exchange Determination (or the next Business Day, if such date is not a Business Day) multiplied by the number of Common
Shares for which the Right would otherwise be exchangeable (without regard to whether there were sufficient Common Shares available
therefor).


 


(o)          “Current
Value” means the value of the Adjustment Shares issuable upon the exercise of a Right.


 




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(p)          “Distribution
Date” means the earlier of (i) the Close of Business on the 10th Business Day (or such later date as may
be determined by action of the Board, which action must be taken prior to the Distribution Date that otherwise would have occurred)
after the Shares Acquisition Date (or, if the 10th Business Day after the Shares Acquisition Date occurs before the
Record Date, then the Record Date); or (ii) the Close of Business on the 10th Business Day (or such later date as may
be determined by the Board) after the date that a tender or exchange offer by any Person (other than an Exempt Person) is first
published, sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations promulgated under the Exchange
Act if, assuming the successful consummation thereof, such Person would be an Acquiring Person, in either case other than pursuant
to a Qualified Offer; provided, however, that if any tender or exchange offer referred to in clause (ii) of this Section
1(p) is cancelled, terminated or otherwise withdrawn prior to the Distribution Date without the purchase or exchange of any Subject
Shares pursuant thereto, then such offer will be deemed, for purposes of this paragraph, never to have been made.


 


(q)          “Equity
Award Shares” means any Common Shares issued or issuable (including pursuant to the issuance or exercise of stock
options) to directors or employees, consultants or other service providers to the Company pursuant to any stock incentive plan
or agreement, equity award, or other stock incentive program or agreement approved by the Board or a committee thereof.


 


(r)          “Equivalent
Shares” means any class or series of capital stock of the Company having the same rights, privileges and preferences
as the Series G Preferred Shares.


 


(s)          “Exchange
Act” means the Securities Exchange Act of 1934, as amended.


 


(t)          “Exchange
Determination” has the meaning set forth in Section 24(a).


 


(u)          “Exchange
Ratio” has the meaning set forth in Section 24(a).


 


(v)         “Exemption
Request” has the meaning set forth in Section 24(d).


 


(w)          “Exempt
Person” means (i) the Company or any Subsidiary of the Company; (ii) any employee benefit plan of the Company or
of any Subsidiary of the Company or any entity or trustee holding (or acting in a fiduciary capacity in respect of) shares of capital
stock of the Company for or pursuant to the terms of any such plan, or for the purpose of funding other employee benefits for employees
of the Company or any Subsidiary of the Company; or (iii) any Person deemed to be an “Exempt Person” in accordance
with Section 25(a) or (b).


 


(x)          “Exercise
Price” has the meaning set forth in Section 4(a).


 


(y)          “Existing
Holder” means any Person who or that, together with all Affiliates and Associates of such Person, is, immediately
prior to the first public announcement of the adoption of this Plan, the Beneficial Owner of 4.99% or more of the Common Shares
then outstanding. Notwithstanding anything to the contrary in this Plan, any Existing Holder who, together with all Affiliates
and Associates of such Person, becomes at any time the Beneficial Owner of less than 4.99% of the Common Shares then outstanding
will cease to be an Existing Holder and will be subject to all the provisions of this Plan in the same manner as any Person who
is not and was not an Existing Holder.


 




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(z)          “Expiration
Date” means the earliest to occur of (i) the Close of Business on the Final Expiration Date; (ii) the Redemption
Date; (iii) the time at which the Board orders the exchange of the Rights as provided in Section 24; (iv) the close of business
on the effective date of the repeal of Section 382 or any other change if the Board, in its sole discretion, determines that this
Plan is no longer necessary or desirable for the preservation of the Tax Benefits; (v) the time at which the Board determines that
the Tax Benefits are fully utilized or no longer available pursuant to Section 382 or that an ownership change pursuant to Section
382 would not adversely impact in any material respect the time period in which the Company could use the Tax Benefits, or materially
impair the amount of the Tax Benefits that could be used by the Company in any particular time period, for applicable tax purposes;
or (vi) a determination by the Board, in its sole discretion and prior to the Distribution Date, that this Plan and the Rights
are no longer in the best interests of the Company and its stockholders.


 


(aa)         “Final
Expiration Date” means the date upon which the Rights expire and will be the earlier of (i) 5:00 p.m., New York, New York
time, on the date that the votes of the stockholders of the Company, with respect to the Company’s 2015 Annual Meeting of
Stockholders are certified, unless the continuation of the Rights is approved by the affirmative vote of the majority of the votes
cast by holders of Common Shares and Series F Preferred Shares at the Company’s 2015 Annual Meeting of Stockholders (or any
adjournment or postponement thereof) duly held in accordance with the Company’s Amended and Restated Bylaws and applicable
law (in which case clause (ii) will govern); or (ii) 5:00 p.m., New York, New York time, on May 23, 2017.


 


(bb)         “NASDAQ”
means The NASDAQ Stock Market LLC.


 


(cc)         “Original
Rights” has the meaning set forth in Section 1(d)(i).


 


(dd)         “Person”
means any individual, firm, corporation, partnership, limited liability company, joint venture, business trust, trust, association,
syndicate, group (as such term is used in Rule 13d-5 of the General Rules and Regulations promulgated under the Exchange Act, as
in effect on the Rights Dividend Declaration Date), other entity or any group of Persons making a “coordinated acquisition”
of Subject Shares within the meaning of Treasury Regulation § 1.382-3(a)(1) or who are otherwise treated as an “entity”
within the meaning of Treasury Regulation § 1.382-3(a)(1), and, in each case, will include any successor (by merger or
otherwise) of any such Person, but will not include a Public Group (as defined in Section 1.382-2T(f)(13) of the Treasury Regulations.


 


(ee)         “Plan”
has the meaning set forth in the preamble hereto.


 


(ff)         “Post-Event
Transferee” has the meaning set forth in Section 7(e).


 


(gg)        “Pre-Event
Transferee” has the meaning set forth in Section 7(e).


 


(hh)        “Principal
Party” has the meaning set forth in Section 13(b).


 


(ii)         “Record
Date” has the meaning set forth in the recitals at the beginning of this Plan.


 


(jj)         “Redemption
Date” has the meaning set forth in Section 23(a).


 




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(kk)         “Redemption
Price” has the meaning set forth in Section 23(a).


 


(ll)           “Requesting
Person” has the meaning set forth in Section 24(d).


 


(mm)       “Right”
has the meaning set forth in the recitals at the beginning of this Plan.


 


(nn)         “Rights
Agent” has the meaning set forth in the preamble hereto.


 


(oo)         “Rights
Certificate” means a certificate substantially in the form attached hereto as Exhibit B.


 


(pp)         “Rights
Dividend Declaration Date” has the meaning set forth in the recitals at the beginning of this Plan.


 


(qq)         “Section
11(a)(ii) Event” means any event described in Section 11(a)(ii).


 


(rr)          “Section
11(a)(ii) Trigger Date” has the meaning set forth in Section 11(a)(iii).


 


(ss)         “Section
13 Event” means any event described in clause (i), (ii) or (iii) of Section 13(a).


 


(tt)          “Section
382” means Section 382 of the Code or any successor or replacement provision and
the Treasury Regulation promulgated thereunder.


 


(uu)         “Securities
Act” means the Securities Act of 1933, as amended.


 


(vv)         “Security”
has the meaning set forth in Section 1(m).


 


(ww)        “Series
F Preferred Shares” means the shares of the 5% Series F Convertible Preferred Stock, par value $0.001 per share,
of the Company.


 


(xx)         “Series
G Preferred Shares” means shares of Series G Participating Preferred Stock, par value $0.001 per share, of the
Company and, to the extent that there are not a sufficient number of shares of Series G Preferred Shares authorized to permit the
full exercise of the Rights, any other series of preferred stock of the Company designated for such purpose containing terms substantially
similar to the terms of the Series G Preferred Shares.


 


(yy)         “Shares
Acquisition Date” means the first date of public announcement (which, for purposes of this definition, includes the
filing or amending of a report pursuant to Section 13(d) of the Exchange Act or pursuant to a comparable successor statute) by
the Company or an Acquiring Person that an Acquiring Person has become such or that discloses information that reveals the existence
of an Acquiring Person.


 


(zz)         “Spread”
means the excess of (i) the Current Value over (ii) the Exercise Price.


 




    	-9-



    	 



    

 


(aaa)        “Stock”
means with respect to any Person, such Person’s (i) common shares; (ii) preferred shares (other than preferred shares
described in Section 1504(a)(4) of the Code); and (iii) any other interest that would be treated as “stock” of such
Person pursuant to Treasury Regulation �§ 1.382-2T(f)(18).


 


(bbb)        “Subject
Shares” means the Common Shares and the Series F Preferred Shares.


 


(ccc)        “Subsequent
Transferee” has the meaning set forth in Section 7(e).


 


(ddd)        “Subsidiary”
of any Person means any firm, corporation, partnership, limited liability company, joint venture, business trust, trust, association,
syndicate or other entity (whether or not incorporated) of which an amount of voting securities sufficient to elect a majority
of the directors or Persons having similar authority, or a majority of the equity or ownership interests, is Beneficially Owned,
directly or indirectly, by such Person, or any firm, corporation, partnership, limited liability company, joint venture, business
trust, trust, association, syndicate or other entity (whether or not incorporated) otherwise controlled by such Person.


 


(eee)        “Substitution
Period” has the meaning set forth in Section 11(a)(iii).


 


(fff)         “Summary
of Rights” means a summary of this Plan substantially in the form attached hereto as Exhibit C.


 


(ggg)       “Tax
Benefits” means net operating losses, capital loss carryovers, general business credit carryovers, alternative minimum
tax credit carryovers, foreign tax credit carryovers or any loss or deduction attributable to a “net unrealized built-in
loss” within the meaning of Section 382, in each case of the Company or any of its Subsidiaries, and any other tax attribute
the benefit of which is subject to possible limitation pursuant to Section 382.


 


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


 


(iii)          “Treasury
Regulations” means the final, temporary and proposed income tax regulations promulgated by the United States Department
of the Treasury pursuant to the Code, as amended or superseded from time to time.


 


(jjj)          “Triggering
Event” means any Section 11(a)(ii) Event or Section 13 Event.


 


(kkk)       “Trust”
has the meaning set forth in Section 24(b)(ii).


 


(lll)          “Trust
Agreement” has the meaning set forth in Section 24(b)(ii).


 


(mmm)    “Waiver
Request” has the meaning set forth in Section 24(e).


 




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Section 2.          Appointment
of Rights Agent. The Company hereby appoints the Rights Agent to act as rights agent for the Company and the holders of the
Rights (who, in accordance with Section 3, will prior to the Distribution Date also be the holders of the Subject Shares) in accordance
with the terms and conditions hereof, and the Rights Agent hereby accepts such appointment. The Company may from time to time appoint
such co-rights agents as it may deem necessary or desirable upon 10 days prior written notice to the Rights Agent. If the Company
appoints one or more co-rights agents, then the respective duties of the Rights Agent and such co-rights agents will be as the
Company determines. The Rights Agent will have no duty to supervise, and will in no event be liable for the acts or omissions of,
any co-rights agent.


 


Section 3.          Issuance
of Rights Certificates.


 


(a)          Rights
Evidenced by Certificates for Subject Shares and Book Entry Shares. Until the Distribution Date, (i) the Rights (unless earlier
expired, redeemed or terminated) will be evidenced (subject to the provisions of Section 3(b) and Section 3(c)) by the certificates
for Subject Shares registered in the names of the holders thereof or, in the case of uncertificated Subject Shares registered in
book entry form (“Book Entry Shares”), by notation in accounts reflecting the ownership of such Subject
Shares (which certificates and Book Entry Shares, as applicable, will also be deemed to be Rights Certificates) and not by separate
Rights Certificates; and (ii) the Rights (and the right to receive Rights Certificates) will be transferable only in connection
with the transfer of the underlying Subject Shares (including a transfer to the Company). As soon as practicable after the Distribution
Date, the Company will prepare and execute, the Rights Agent will countersign and the Company will send or cause to be sent (and
the Rights Agent will, if requested, send) (by mailing, in accordance with Section 26 or by such means as may be selected by the
Company) to each record holder of Subject Shares as of the Close of Business on the Distribution Date (other than any Acquiring
Person or any of its Affiliates or Associates), at the address of such holder shown on the transfer books of the Company or the
transfer agent for the Subject Shares, as applicable, one or more Rights Certificates evidencing one Right for each Subject Share
so held, subject to adjustment as provided herein. Issuance of a Rights Certificate to any Person will not preclude a later determination
that all or part of the Rights represented thereby are null and void pursuant to Section 7(e). To the extent that a Section 11(a)(ii)
Event has also occurred, the Company may implement such procedures as it deems appropriate in its sole discretion to minimize the
possibility that Rights are issued to any Person whose Rights are null and void pursuant to Section 7(e). In the event that an
adjustment in the number of Rights per Subject Share has been made pursuant to Section 11, then at the time of distribution of
the Rights Certificates, the Company will make the necessary and appropriate rounding adjustments (in accordance with Section 14(a))
so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional
Rights (in accordance with Section 14(a)). As of and after the Distribution Date, the Rights will be evidenced solely by the Rights
Certificates and may be transferred by the transfer of the Rights Certificates as permitted hereby, separately and apart from any
transfer of Subject Shares, and the holders of such Rights Certificates as shown on the transfer books of the Company or the transfer
agent for the Rights (which may be the Rights Agent), as applicable, will be the record holders thereof. The Company will promptly
notify the Rights Agent in writing upon the occurrence of the Distribution Date. Until such notice is provided to the Rights Agent,
the Rights Agent may presume conclusively that the Distribution Date has not occurred.


 




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(b)          Summary
of Rights; Outstanding Subject Shares. The Company will make available, or cause to be made available, promptly after the Record
Date, a copy of the Summary of Rights to any holder of Rights who may so request from time to time prior to the Expiration Date.
With respect to certificates for Subject Shares and Book Entry Shares, as applicable, outstanding as of the Record Date or issued
subsequent to the Record Date, until the earlier of the Distribution Date or the Expiration Date, the Rights will be evidenced
by such certificates or Book Entry Shares, and the registered holders of the Subject Shares will also be the registered holders
of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the surrender for transfer of any
Subject Shares in respect of which Rights have been issued (with or without a copy of the Summary of Rights) will also constitute
the transfer of the Rights associated with such Subject Shares. Notwithstanding anything to the contrary in this Plan, upon the
effectiveness of a redemption pursuant to Section 23 or an exchange pursuant to Section 24, the Company will not thereafter issue
any additional Rights and, for the avoidance of doubt, no Rights will be attached to or will be issued with any Subject Shares
(including any Subject Shares issued pursuant to an exchange) at any time thereafter.


 


(c)          Legend.
Rights will be issued in respect of all Subject Shares that are issued (whether as an original issuance or from the Company’s
treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. Certificates representing
such Subject Shares will also be deemed to be certificates for Rights, and will bear the following legend if such certificates
are issued after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date:


 


THIS CERTIFICATE ALSO EVIDENCES
AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN A TAX BENEFIT PRESERVATION PLAN, DATED AS OF MAY 23, 2014, BETWEEN
CROSSROADS SYSTEMS, INC. (THE “COMPANY”) AND AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, AS RIGHTS
AGENT, AS THE SAME MAY BE AMENDED FROM TIME TO TIME (THE “RIGHTS AGREEMENT”), THE TERMS OF WHICH ARE
HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY. UNDER
CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS (AS DEFINED IN THE BENEFIT PLAN) MAY BE REDEEMED, MAY
BECOME EXERCISABLE FOR SECURITIES OR ASSETS OF THE COMPANY OR SECURITIES OF ANOTHER ENTITY, MAY BE EXCHANGED FOR SHARES OF COMMON
STOCK OR OTHER SECURITIES OR ASSETS OF THE COMPANY, MAY EXPIRE OR MAY BE EVIDENCED BY SEPARATE CERTIFICATES AND MAY NO LONGER BE
EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT WITHOUT CHARGE
AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES AS SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS THAT ARE
OWNED BY, TRANSFERRED TO OR HAVE BEEN OWNED BY AN ACQUIRING PERSON (AS DEFINED IN THE RIGHTS AGREEMENT) OR ANY OF ITS AFFILIATES
(AS DEFINED IN THE RIGHTS AGREEMENT) OR ASSOCIATES (AS DEFINED IN THE RIGHTS AGREEMENT) WILL BE NULL AND VOID AND WILL NO LONGER
BE TRANSFERRABLE.


 




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With respect to any Book Entry Shares,
a legend in substantially similar form will be included in a notice to the record holder of such shares in accordance with applicable
law. With respect to such certificates for Subject Shares or Book Entry Shares, as applicable, containing the foregoing legend,
until the earlier of the Distribution Date or the Expiration Date, (i) the Rights associated with the Subject Shares represented
by such certificates or Book Entry Shares will be evidenced solely by such certificates or Book Entry Shares, (ii) the registered
holders of the Subject Shares will also be the registered holders of the associated Rights and (iii) the surrender for transfer
of any such certificates or Book Entry Shares (with or without a copy of the Summary or Rights) will also constitute the transfer
of the Rights associated with the Subject Shares represented thereby. Notwithstanding this Section 3(c), the omission of the legend
required hereby, the inclusion of a legend that makes reference to a rights agreement or benefit plan other than this Plan or the
failure to provide notice thereof will not affect the enforceability of any part of this Plan or the rights of any holder of Rights.


 


(d)        Acquisitions
of Rights by the Company. In the event that the Company purchases or acquires any Subject Shares after the Record Date but
prior to the earlier of the Distribution Date or the Expiration Date, any Rights associated with such Subject Shares will be deemed
cancelled and retired so that the Company will not be entitled to exercise any Rights associated with the Subject Shares that are
no longer outstanding.


 


Section 4.           Form
of Rights Certificates.


 


(a)        Rights
Certificates. The Rights Certificates (and the form of election to purchase and form of assignment, including the certifications
therein, to be printed on the reverse thereof) will be substantially in the form of Exhibit B hereto, and may have such marks of
identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate (but
which do not affect the rights, duties, responsibilities and liabilities of the Rights Agent) and are not inconsistent with the
provisions of this Plan, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto,
with any applicable rule or regulation of any applicable stock exchange or trading system or the Financial Industry Regulatory
Authority, or to conform to usage. Subject to the provisions of Section 11 and Section 22, the Rights Certificates, whenever distributed,
will be dated as of the Record Date (or in the case of Rights issued with respect to Subject Shares issued by the Company after
the Record Date, as of the date of issuance of such Subject Shares) and on their face will entitle the holders thereof to purchase
such number of one one-thousandths of a Series G Preferred Share as will be set forth therein at the price set forth therein (such
exercise price per one one-thousandth of a Series G Preferred Share, the “Exercise Price”), but the number
and type of securities purchasable upon the exercise of each Right and the Exercise Price will be subject to adjustment as provided
herein.


 




    	-13-



    	 



    

 


(b)          Certain
Legends. Any Rights Certificate issued pursuant to Section 3(a), Section 11(h) or Section 22 that represents Rights that are
Beneficially Owned by an Acquiring Person, an Affiliate or Associate of an Acquiring Person, a Post-Event Transferee, a Pre-Event
Transferee, a Subsequent Transferee or any nominee of any of the foregoing, and any Rights Certificate issued pursuant to Section
6 or Section 11 upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence,
will contain (to the extent feasible) the following legend:


 


THE RIGHTS REPRESENTED BY THIS
RIGHTS CERTIFICATE ARE OR WERE BENEFICIALLY OWNED BY A PERSON WHO WAS OR BECAME AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE
OF AN ACQUIRING PERSON. ACCORDINGLY, THIS RIGHTS CERTIFICATE AND THE RIGHTS REPRESENTED HEREBY MAY BECOME NULL AND VOID IN THE
CIRCUMSTANCES SPECIFIED IN SECTION 7(e) OF THE TAX BENEFIT PRESERVATION PLAN, DATED AS OF MAY 23, 2014, BETWEEN CROSSROADS SYSTEMS,
INC. AND AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, AS RIGHTS AGENT, AS THE SAME MAY BE AMENDED FROM TIME TO TIME.


 


(c)        Uncertificated
Rights. Notwithstanding anything to the contrary in this Plan, the Company and the Rights Agent may amend this Plan to provide
for uncertificated Rights in addition to or in place of Rights evidenced by Rights Certificates.


 


Section 5.           Countersignature
and Registration.


 


(a)        Countersignature.
The Rights Certificates will be executed on behalf of the Company by its Chairman of the Board, Chief Executive Officer, President
or Chief Financial Officer, which execution will be attested to by the Secretary or an Assistant Secretary of the Company, in each
case either manually or by facsimile signature, and will have affixed thereto the Company’s seal (if any) or a facsimile
thereof. The Rights Certificates will be countersigned, either manually or by facsimile signature, by an authorized signatory of
the Rights Agent, but it will not be necessary for the same signatory to countersign all of the Rights Certificates. No Rights
Certificate will be valid for any purpose unless countersigned by the Rights Agent. If any director or officer of the Company who
has signed or attested to any of the Rights Certificates ceases to be such director or officer of the Company before countersignature
by the Rights Agent and issuance and delivery by the Company, such Rights Certificates nevertheless may be countersigned by the
Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed or attested
to such Rights Certificates on behalf of the Company had not ceased to be a director or officer of the Company. Any Rights Certificate
may be signed or attested to on behalf of the Company by any person who, as of the actual date of the execution of such Rights
Certificate, is a proper director or officer of the Company to sign such Rights Certificate, although at the date of the execution
of this Plan any such person was not such a director or officer.


 


(b)        Transfer
Books. Following the Distribution Date, the Rights Agent will keep or cause to be kept, at its office designated for such purposes,
books for registration and transfer of the Rights Certificates issued hereunder. Such books will show the names and addresses of
the respective holders of the Rights Certificates, the number of Rights evidenced on its face by each of the Rights Certificates,
the certificate number of each of the Rights Certificates and the date of each of the Rights Certificates. The Rights Agent will
not register, or permit to be registered, any transfer or exchange of any Rights Certificates (or the underlying Rights) that have
become null and void pursuant to Section 7(e), have been redeemed pursuant to Section 23 or have been exchanged pursuant to Section
24.


 




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


 


(a)        Transfer,
Split Up, Combination and Exchange of Rights Certificates. Subject to the provisions of Section 4(b), Section 7(e), Section
14 and Section 24, at any time after the Close of Business on the Distribution Date, and at or prior to the Close of Business on
the Expiration Date, any Rights Certificate (other than any Rights Certificate representing Rights that have become null and void
pursuant to Section 7(e) or that have been exchanged pursuant to Section 24) may be transferred, split up, combined or exchanged
for another Rights Certificate entitling the registered holder to purchase a like number of one one-thousandths of a Series G Preferred
Share (or, following a Triggering Event, other securities, cash or other assets, as the case may be) as the Rights Certificate
surrendered then entitled such holder (or former holder in the case of a transfer) to purchase. Any registered holder desiring
to transfer, split up, combine or exchange any Rights Certificate will make such request in writing delivered to the Rights Agent,
and will surrender the Rights Certificate to be transferred, split up, combined or exchanged at the office of the Rights Agent
designated for such purpose. Notwithstanding anything in this Plan to the contrary, neither the Rights Agent nor the Company will
be obligated to take any action whatsoever with respect to the transfer of any such surrendered Rights Certificate until the registered
holder has properly completed and duly executed the certificate contained in the form of assignment on the reverse side of such
Rights Certificate and has provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner)
or Affiliates or Associates thereof, in each case as the Company or the Rights Agent reasonably requests. Thereupon, subject to
Section 4(b), Section 7(e), Section 14 and Section 24, the Rights Agent will countersign (by manual or facsimile signature) and
deliver to the Person entitled thereto a Rights Certificate as so requested. The Company or the Rights Agent may require payment
from the holder of a Rights Certificate of a sum sufficient to cover any tax or governmental charge that may be imposed in connection
with any transfer, split up, combination or exchange of any Rights Certificate. If and to the extent that the Company does require
payment of any such tax or charge, the Company will provide the Rights Agent prompt written notice thereof and the Rights Agent
will not deliver any Right Certificate unless and until the Rights Agent is satisfied that all such payments have been made, and
the Rights Agent will forward any such sum collected by it to the Company or to such Person as the Company specifies by written
notice. The Rights Agent will not have any duty or obligation to take any action pursuant to any Section of this Plan related to
the issuance or delivery of Rights Certificates unless and until it is satisfied that all such taxes or charges have been paid.


 




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(b)          Mutilated,
Destroyed, Lost or Stolen Rights Certificates. Subject to the provisions of Section 7(e), Section 11(a)(ii) and Section 24,
at any time after the Distribution Date and prior to the Expiration Date, upon receipt by the Company and the Rights Agent of evidence
reasonably satisfactory to them of the loss, theft, destruction or mutilation of a Rights Certificate and such additional evidence
of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the Company or the
Rights Agent may request, and, in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to them,
and reimbursement to the Company and the Rights Agent of all reasonable expenses incidental thereto, and upon surrender to the
Rights Agent and cancellation of the Rights Certificate if mutilated, the Company will make and deliver a new Rights Certificate
of like tenor to the Rights Agent for countersignature and delivery to the registered holder in lieu of the Rights Certificate
so lost, stolen, destroyed or mutilated. Every new Rights Certificate issued pursuant to this Section 6(b) in lieu of any lost,
stolen, destroyed or mutilated Rights Certificate will evidence an original additional contractual obligation of the Company, whether
or not the lost, stolen, destroyed or mutilated Rights Certificate will be at any time enforceable by anyone, and, subject to Section
7(e) will be entitled to all the benefits of this Plan equally and proportionately with any and all other Rights duly issued hereunder.


 


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


 


(a)          Exercise
of Rights. Subject to Section 7(e), Section 23(b) and Section 24(a), the registered holder of any Rights Certificate may exercise
the Rights evidenced thereby (except as otherwise provided herein) in whole or in part on any Business Day at or after the Distribution
Date and prior to the Close of Business on the Expiration Date by surrender of the Rights Certificate, with the form of election
to purchase and certificate on the reverse side thereof properly completed and duly executed, to the Rights Agent at the office
of the Rights Agent designated for such purpose, together with payment of the Exercise Price for each one one-thousandth of a Series
G Preferred Share (or, following a Triggering Event, other securities, cash or other assets, as the case may be) as to which the
Rights are exercised.


 


(b)          Price.
The Exercise Price for each one one-thousandth of a Series G Preferred Share issuable pursuant to the exercise of a Right is initially
$14.00 and is subject to adjustment from time to time as provided in Section 11 or Section 13, and is payable in accordance with
Section 7(c).


 




    	-16-



    	 



    

 


(c)          Payment.
Except as otherwise provided in this Plan, upon receipt of a Rights Certificate representing exercisable Rights, with the form
of election to purchase and certification properly completed and duly executed, accompanied by payment of the aggregate Exercise
Price for the total number of one one-thousandths of a Series G Preferred Share (or, following a Triggering Event, other securities,
cash or other assets, as the case may be) to be purchased and an amount equal to any applicable transfer tax or governmental charge
required to be paid by the holder of such Rights Certificate in accordance with Section 9(e), the Rights Agent will, subject to
Section 7(f) and Section 20(k), thereupon promptly (i) (A) requisition from any transfer agent of the Series G Preferred Shares
(or make available, if the Rights Agent is the transfer agent for the Series G Preferred Shares) a certificate for the total number
of one one-thousandths of a Series G Preferred Share (or, following a Triggering Event, other securities, cash or other assets,
as the case may be) to be purchased (or, in the case of uncertificated shares or other securities, requisition from the transfer
agent a notice setting forth such number of shares or other securities to be purchased for which registration will be made on the
transfer books of the Company), and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests,
or (B) if the Company has elected to deposit the total number of one one-thousandths of a Series G Preferred Share (or, following
a Triggering Event, other securities, cash or other assets, as the case may be) issuable upon exercise of the Rights hereunder
with a depositary agent, requisition from such depositary agent depositary receipts representing interests in such number of one
one-thousandths of a Series G Preferred Share (or, following a Triggering Event, other securities, cash or other assets, as the
case may be) as are to be purchased (in which case certificates for the Series G Preferred Shares (or, following a Triggering Event,
other securities, cash or other assets, as the case may be) represented by such receipts will be deposited by the transfer agent
with such depositary agent) and the Company hereby irrevocably directs such depositary agent to comply with such request; (ii)
when appropriate, requisition from the Company the amount of cash, if any, to be paid in lieu of the issuance of fractional shares
in accordance with Section 14; (iii) after receipt of such certificates, notices, or depositary receipts, cause the same to be
delivered to or upon the order of the registered holder of such Rights Certificate, registered in such name or names as may be
designated by such holder; and (iv) when appropriate, after receipt thereof, deliver such cash to or upon the order of the registered
holder of such Rights Certificate. The payment of the Exercise Price (as such amount may be reduced (including to zero) pursuant
to Section 11(a)(iii)), and an amount equal to any applicable transfer tax or governmental charge required to be paid by the holder
of such Rights Certificate in accordance with Section 9(e), may be made by certified bank check, money order, cashier’s check
or bank draft payable to the order of the Company. In the event that the Company is obligated to issue securities of the Company
other than Series G Preferred Shares, pay cash or distribute other property pursuant to Section 11(a), then the Company will make
all arrangements necessary so that such other securities, cash or other property are available for distribution by the Rights Agent,
if and when appropriate. Notwithstanding anything to the contrary in this Plan, the Company reserves the right to require that
prior to the occurrence of a Triggering Event, upon any exercise of Rights, a number of Rights be exercised so that only whole
Series G Preferred Shares would be issued.


 


(d)          Partial
Exercise. If the registered holder of any Rights Certificate exercises less than all the Rights evidenced thereby, then a new
Rights Certificate evidencing Rights equivalent to the Rights remaining unexercised will be issued by the Rights Agent and delivered
to or upon the order of the registered holder of such Rights Certificate, registered in such name as may be designated by such
holder, subject to the provisions of Section 14.


 




    	-17-



    	 



    

 


(e)          Prohibited
Issuances. Notwithstanding anything to the contrary in this Plan, from and after the first occurrence of a Triggering Event,
any Rights that are or were acquired or Beneficially Owned by (i) an Acquiring Person or an Affiliate or Associate of an Acquiring
Person, (ii) a transferee of an Acquiring Person (or an Affiliate or Associate of an Acquiring Person) who becomes a transferee
after the Acquiring Person becomes such (a “Post-Event Transferee”), (iii) a transferee of an Acquiring
Person (or an Affiliate or Associate of an Acquiring Person) who becomes a transferee prior to or concurrently with the Acquiring
Person becoming such and receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring
Person to holders of equity interests in such Acquiring Person or to any Person with whom the Acquiring Person has any continuing
agreement, arrangement or understanding whether or not in writing regarding the transferred Rights or (B) a transfer that the Board
has determined is part of a plan, arrangement or understanding that has as a primary purpose or effect the avoidance of this Section
7(e) (a “Pre-Event Transferee”), (iv) any subsequent transferee receiving transferred Rights from a Post-Event
Transferee or a Pre-Event Transferee, either directly or through one or more intermediate transferees (a “Subsequent
Transferee”), or (v) any nominee of any of the foregoing will, in each case, become null and void without any further
action, and no holder (whether or not such holder is an Acquiring Person or an Affiliate or Associate of an Acquiring Person) of
such Rights will have any rights whatsoever (including the right to exercise) with respect to such Rights or any Rights Certificates
that formerly evidenced such Rights, whether pursuant to any provision of this Plan or otherwise. From and after the first occurrence
of a Triggering Event, no Rights Certificate will be issued pursuant to this Plan (including to an Acquiring Person, an Affiliate
or Associate of an Acquiring Person, a Post-Event Transferee, a Pre-Event Transferee, a Subsequent Transferee or any nominee of
any of the foregoing) that represents one or more Rights that are or have become void pursuant to this Section 7(e) or with respect
to any Subject Shares otherwise deemed to be Beneficially Owned by any of the foregoing, and any Rights Certificate delivered to
the Rights Agent that represents Rights that are or have become null and void pursuant to this Section 7(e) will be cancelled.
The Company will use all reasonable efforts to ensure that the provisions of this Section 7(e) and Section 4(b) are complied with,
but neither the Company nor the Rights Agent will have any liability to any holder of Rights Certificates or to any other Person
as a result of the Company’s failure to make any determinations with respect to an Acquiring Person, an Affiliate or Associate
of an Acquiring Person, a Post-Event Transferee, a Pre-Event Transferee, a Subsequent Transferee or any nominee of any of the foregoing.
The Company will provide the Rights Agent with written notice of the identity of any such Acquiring Person, Affiliate or Associate
of an Acquiring Person, Post-Event Transferee, Pre-Event Transferee, Subsequent Transferee or any nominee of any of the foregoing,
and the Rights Agent may rely on such notice in carrying out its duties pursuant to this Plan and will be deemed not to have any
knowledge of the identity of any such Person unless and until it has received such notice.


 


(f)          Information
Concerning Ownership. Notwithstanding anything to the contrary in this Plan, neither the Rights Agent nor the Company is obligated
to undertake any action with respect to a registered holder of Rights upon the occurrence of any purported exercise or transfer
of Rights as set forth in this Section 7 unless such registered holder, in addition to having complied with the requirements of
Section 7(a), has (i) properly completed and duly executed the certificate contained in the form of election to purchase or form
of assignment, as applicable, set forth on the reverse side of the Rights Certificate surrendered for such exercise or assignment;
and (ii) provided such additional evidence (including the identity of the Beneficial Owner (or former Beneficial Owner) thereof
and of the Rights evidenced thereby, and the Affiliates or Associates of such Beneficial Owner or former Beneficial Owner) as the
Company or the Rights Agent may reasonably request. If such registered holder does not comply with the foregoing requirements,
then the Company will be entitled to conclusively deem such Rights to be Beneficially Owned by an Acquiring Person (or an Affiliate
or Associate of an Acquiring Person, a Post-Event Transferee, a Pre-Event Transferee, a Subsequent Transferee or any nominee of
any of the foregoing, as applicable) and, accordingly, such Rights will be null and void and not exercisable or transferable.


 


(g)          Board
Review of this Plan. A committee of the Board, comprised only of directors who have been determined by the Board to be independent
under NASDAQ listing standards, must review this Plan at least annually in order to consider whether the maintenance of this Plan
continues to be in the best interests of the Company and its stockholders. Following each such review, such committee must report
its findings and conclusions to the full Board, including any recommendation in light thereof as to whether this Plan should be
modified or the Rights should be redeemed.


 




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Section 8.          Cancellation
and Destruction of Rights Certificates. All Rights Certificates surrendered for the purpose of exercise, transfer, split up,
combination, redemption or exchange will, if surrendered to the Company or to any of its agents, be delivered to the Rights Agent
for cancellation or in cancelled form, or, if surrendered to the Rights Agent, will be cancelled by it, and no Rights Certificates
will be issued in lieu thereof except as expressly permitted by any of the provisions of this Plan. The Company will deliver to
the Rights Agent for cancellation and retirement, and the Rights Agent will so cancel and retire, any Rights Certificate purchased
or acquired by the Company otherwise than upon the exercise thereof. Subject to applicable law, the Rights Agent will maintain
electronic or physical records of all Rights Certificates that have been cancelled or destroyed by the Rights Agent. The Rights
Agent must maintain such electronic or physical records for the time period required by applicable law. The Rights Agent must
deliver all cancelled Rights Certificates to the Company, or shall, at the written request of the Company, destroy, or cause to
be destroyed, such cancelled Rights Certificates, and in such case must deliver a certificate evidencing the destruction thereof
to the Company (or, at the Company’s option, appropriate copies of the electronic or physical records relating to Rights
Certificates so cancelled or destroyed by the Rights Agent).


 


Section 9.          Reservation
and Availability of Series G Preferred Shares.


 


(a)       Reservation.
The Company covenants and agrees that it will use all reasonable efforts to cause to be reserved and kept available out of its
authorized and unissued Series G Preferred Shares not reserved for another purpose (and, following the occurrence of a Triggering
Event, out of its authorized and unissued Common Shares or other securities, or out of its authorized and issued shares held in
treasury), the number of Series G Preferred Shares (and, following the occurrence of a Triggering Event, Common Shares or other
securities) that will be sufficient to permit the exercise in full of all outstanding Rights.


 


(b)       Listing.
So long as the Series G Preferred Shares (and, following the occurrence of a Triggering Event, Common Shares or other securities)
issuable and deliverable upon the exercise of the Rights may be listed on any national securities exchange, then the Company must
use all reasonable efforts to cause, from and after such time as the Rights become exercisable (but only to the extent that it
is reasonably likely that the Rights will be exercised), all shares reserved for such issuance to be listed on such exchange upon
official notice of issuance upon such exercise.


 




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(c)        Registration.
The Company must use all reasonable efforts to (i) file, as soon as practicable following the earliest date after the first occurrence
of a Section 11(a)(ii) Event in which the consideration to be delivered by the Company upon exercise of the Rights is described
in Section 11(a)(ii) or Section 11(a)(iii), or as soon as is required by law following the Distribution Date, as the case may be,
a registration statement pursuant to the Securities Act with respect to the securities purchasable upon exercise of the Rights
on an appropriate form; (ii) cause such registration statement to become effective as soon as practicable after such filing; and
(iii) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Securities
Act) until the earlier of (A) the date as of which the Rights are no longer exercisable for such securities and (B) the Expiration
Date. The Company may temporarily suspend, from time to time for a period not to exceed 120 days after the date set forth in clause
(i) of the first sentence of this Section 9(c), the exercisability of the Rights in order to prepare and file such registration
statement and permit it to become effective or in order to prepare and file any supplement or amendment to such registration statement
that the Board determines to be necessary pursuant to applicable law. Upon any such suspension, the Company will issue a public
announcement stating, and notify the Rights Agent in writing, that the exercisability of the Rights has been temporarily suspended,
as well as issue a public announcement, and notify the Rights Agent in writing, at such time as the suspension is no longer in
effect. In addition, if the Company determines that a registration statement is required following the Distribution Date, then
the Company may temporarily suspend the exercisability of the Rights until such time as such registration statement has been declared
effective. The Company will also take such action as may be appropriate under, or to ensure compliance with, the securities or
“blue sky” laws of the various states in connection with the exercisability of the Rights, as well as any other applicable
law, rule or regulation. Notwithstanding anything to the contrary in this Plan, the Rights will not be exercisable in any jurisdiction
unless the requisite qualification in such jurisdiction has been obtained (and the exercise thereof is permitted pursuant to applicable
law), or an exemption therefrom is available, and until a registration statement in respect thereof has been declared and remains
effective.


 


(d)          Valid
Issuance. The Company covenants and agrees that it will take all such action as may be necessary to ensure that all Series
G Preferred Shares (and, following the occurrence of a Triggering Event, Common Shares or other securities of the Company) delivered
upon exercise of Rights will, at the time of delivery of the certificates for such securities (or registration on the transfer
books of the Company or the transfer agent for such securities) (subject to payment of the Exercise Price, if any), be duly and
validly authorized and issued and fully paid and nonassessable.


 


(e)          Taxes
and Charges. The Company further covenants and agrees that it will pay when due and payable any and all transfer taxes and
governmental charges that may be payable in respect of the original issuance or delivery of Rights Certificates (or any Series
G Preferred Share, Common Share or other security of the Company, as the case may be) upon the exercise or exchange of Rights.
Notwithstanding the foregoing, the Company is not required to (i) pay any transfer tax or governmental charge that may be payable
in respect of any transfer or delivery of Rights Certificates (or certificates or depositary receipts for Series G Preferred Shares,
Common Shares or other securities of the Company, as the case may be) in a name other than, or the issuance or delivery of certificates
or depositary receipts for Series G Preferred Shares, Common Shares or other securities of the Company, as the case may be, in
a name other than, that of the registered holder of the Rights Certificate evidencing Rights surrendered for exercise or exchange;
or (ii) issue or deliver any certificates or depositary receipts for Series G Preferred Shares, Common Shares or other securities
of the Company, as the case may be, upon the exercise or exchange of any Rights until any such transfer tax or charge has been
paid (any such transfer tax or charge being payable by the registered holder of such Rights Certificate at the time of surrender
or exchange) or it has been established to the Company’s satisfaction that no such tax or charge is due. The foregoing also
apply to any transfer taxes and governmental charges that may be payable in respect of any uncertificated Rights Certificates,
shares or other securities.


 




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Section 10.         Record
Date for Securities Issued. Each Person in whose name any certificate for a number of one one-thousandths of a Series G Preferred
Share (or any other security of the Company, including Common Shares) is issued (or registration on the transfer books of the
Company or the applicable transfer agent is effected) upon the exercise or exchange of Rights will for all purposes be deemed
to have become the holder of record of such fractional Series G Preferred Share (or other security of the Company) represented
thereby on, and such certificate will be dated (or registration on the transfer books of the Company or the applicable transfer
agent effected), the date on which the Rights Certificate evidencing such Rights was duly surrendered and payment of the applicable
Exercise Price, if any, together with any applicable transfer tax or governmental charge required to be paid by the holder of
such Rights Certificate in accordance with Section 9(e), was made; provided, however, that if the date of such surrender
and payment is a date upon which the transfer books of the Company (or the applicable transfer agent) are closed, then such Person
will be deemed to have become the record holder of such fractional Series G Preferred Shares (or other securities of the Company)
on, and such certificate will be dated (or registration on the transfer books of the Company or the applicable transfer agent
effected), the next succeeding Business Day on which the transfer books of the Company (or the applicable transfer agent) are
open. Prior to the exercise of the Rights evidenced thereby, the holder of a Rights Certificate is not entitled to any rights
of a holder of Series G Preferred Shares (or any other security of the Company) for which the Rights are exercisable, including
the right to vote, to receive dividends or other distributions, or to exercise any preemptive rights, and is not be entitled to
receive any notice of any proceedings of the Company, except as provided herein.


 


Section 11.           Adjustment
of Exercise Price, Number and Kind of Shares or Number of Rights. The Exercise Price, the number and kind of shares or other
property covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in
this Section 11.


 


(a)          Certain
Events.


 


(i)          Certain
Adjustments to Series G Preferred Shares. Notwithstanding anything to the contrary in this Plan, in the event that the Company
at any time after the Rights Dividend Declaration Date (A) declares a dividend on the Series G Preferred Shares payable in Series
G Preferred Shares, (B) subdivides or splits the outstanding Series G Preferred Shares, (C) combines or consolidates the outstanding
Series G Preferred Shares (by reverse stock split or otherwise) into a smaller number of Series G Preferred Shares or (D) issues
any shares of its capital stock in a reclassification of the Series G Preferred Shares (including any such reclassification in
connection with a share exchange, consolidation or merger in which the Company is the continuing or surviving corporation), then,
in each such event, except as otherwise provided in this Section 11(a)(i) and Section 7(e), (1) the Exercise Price in effect at
the time of the record date for such dividend or of the effective date of such subdivision, split, combination, consolidation or
reclassification, and the number and kind of Series G Preferred Shares or capital stock of the Company, as the case may be, issuable
on such date, will be proportionately adjusted so that the holder of any Right exercised after such time will be entitled to receive,
upon payment of the Exercise Price then in effect, the aggregate number and kind of Series G Preferred Shares or securities of
the Company, as the case may be, that, if such Right had been exercised immediately prior to such date (and at a time when the
Series G Preferred Shares transfer books of the Company were open), such holder would have owned upon such exercise and been entitled
to receive by virtue of such dividend, subdivision, split, combination, consolidation or reclassification; provided, however,
that in no event will 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 the exercise of one Right. If an event occurs that would require an adjustment pursuant
to both this Section 11(a)(i) and Section 11(a)(ii), then the adjustment provided for in this Section 11(a)(i) will be in addition
to, and will be made prior to, any adjustment required pursuant to Section 11(a)(ii).


 




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(ii)         Exercise
of Rights Following Certain Events. Subject to Section 23 and Section 24, in the event that any Person, at any time after the
Rights Dividend Declaration Date, becomes an Acquiring Person, unless the event causing such Person to become an Acquiring Person
is a transaction set forth in Section 13(a), then promptly following the occurrence of such event each holder of a Right, except
as provided below and in Section 7(e), will thereafter have the right to receive for each Right, upon exercise thereof in accordance
with the terms of this Plan and payment of the Exercise Price in effect immediately prior to the occurrence of such event, in lieu
of a number of one one-thousandths of a Series G Preferred Share, such number of Common Shares as equals the quotient obtained
by dividing (A) the product obtained by multiplying (1) the Exercise Price in effect immediately prior to the first occurrence
of such event by (2) the number of one one-thousandths of a Series G Preferred Share for which a Right was exercisable (or would
have been exercisable if the Distribution Date had occurred) immediately prior to the first occurrence of such event by (B) 50%
of the Current Per Share Market Price for Common Shares on the date of such first occurrence of such event (such number of shares,
the “Adjustment Shares”); provided, however, that the Exercise Price and the number of Common
Shares so receivable upon the exercise of a Right will be subject to further adjustment as appropriate in accordance with Section
11(e). In the event that a Section 11(a)(ii) Event has occurred and the Rights are outstanding, then, subject to Section 26, the
Company may not take any action that would eliminate or diminish the benefits intended to be afforded by the Rights. The Company
will promptly notify the Rights Agent in writing when this Section 11(a)(ii) applies.


 




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(iii)        Insufficient
Common Shares. In the event that the number of Common Shares that are authorized by the Company’s Amended and Restated
Certificate of Incorporation but not outstanding or reserved for issuance for purposes other than upon exercise of the Rights are
not sufficient to permit the exercise in full of the Rights in accordance with Section 11(a)(ii), or if any necessary regulatory
or stockholder approval for such issuance has not been obtained by the Company, then, in the event that the Rights become exercisable,
the Company will (A) determine the Spread and (B) with respect to each Right (subject to Section 7(e)), make adequate provision
to substitute for the Adjustment Shares issuable pursuant thereto, upon the exercise of a Right and the payment of the applicable
Exercise Price, (1) cash, (2) a reduction in the Exercise Price, (3) Series G Preferred Shares, (4) other equity securities of
the Company (including shares or units of shares of any series of preferred stock that, by virtue of having dividend, voting and
liquidation rights substantially comparable to those of the Common Shares, the Board has deemed in good faith to have substantially
the same value or economic rights as the Common Shares (such shares or units of shares of preferred stock, “Common
Share Equivalents”)), (5) debt securities of the Company, (6) other assets or (7) any combination of the foregoing,
in each case having an aggregate value equal to the Current Value (less the amount of any reduction in the Exercise Price), where
such aggregate value has been determined by the Board based upon the advice of a nationally recognized investment banking firm
selected by the Board, which determination will be described in a written statement filed with the Rights Agent and will be binding
on the Rights Agent and the holders of the Rights; provided, however, that if the Company has not made adequate provision
to deliver value pursuant to clause (B) above within 30 days following the later of (x) the first occurrence of a Section 11(a)(ii)
Event and (y) the date on which the Company’s right of redemption pursuant to Section 23(a) expires (the later of (x) or
(y), the “Section 11(a)(ii) Trigger Date”), then the Company will be obligated to deliver, upon the surrender
for exercise of a Right and without requiring payment of the Exercise Price, Common Shares (to the extent available and except
to the extent that the Company has not obtained any necessary stockholder or regulatory approval for such issuance) and such number
or fractions of Series G Preferred Shares and then, if necessary, cash, which shares or cash have an aggregate value equal to the
Spread. If the Board determines in good faith that it is likely that sufficient additional Common Shares could be authorized for
issuance upon exercise in full of the Rights or that any necessary stockholder or regulatory approval for such issuance could be
obtained, the 30 day period set forth above may be extended and re-extended to the extent necessary (with prompt written notice
of any such extension provided to the Rights Agent) from time to time, but not more than 120 days after the Section 11(a)(ii) Trigger
Date, so that the Company may seek stockholder approval for the authorization of such additional Common Shares or take such action
necessary to obtain such regulatory approval (such period, as it may be extended, the “Substitution Period”).
To the extent that the Company determines that some action need be taken pursuant to the first or second sentences of this Section
11(a)(iii), the Company (a) will provide, subject to Section 7(e), that such action applies uniformly to all outstanding Rights
and (b) may suspend the exercisability of the Rights until the expiration of the Substitution Period in order to seek such stockholder
approval, to take any action necessary to obtain such regulatory approval or to decide the appropriate form of distribution to
be made pursuant to such first sentence and to determine the value thereof. In the event of any such suspension, the Company will
issue a public announcement (and promptly provide written notice to the Rights Agent) stating that the exercisability of the Rights
has been temporarily suspended, as well as issue a public announcement (and promptly provide written notice to the Rights Agent)
at such time as the suspension is no longer in effect. For purposes of this Section 11(a)(iii), the value of the Common Shares
will be the Current Per Share Market Price of the Common Shares on the Section 11(a)(ii) Trigger Date and the value of any Common
Share Equivalent will be deemed to have the same value as the Common Shares on such date. The Board may, but will not be required
to, establish procedures to allocate the right to receive Common Shares upon the exercise of the Rights among holders of Rights
pursuant to this Section 11(a)(iii).


 




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(b)          Dilutive
Rights Offering. If the Company, at any time after the Rights Dividend Declaration Date, fixes a record date for the issuance
of rights, options or warrants to all holders of Series G Preferred Shares entitling such holders (for a period expiring within
45 days after such record date) to subscribe for or purchase Series G Preferred Shares or Equivalent Shares, or securities convertible
into Series G Preferred Shares or Equivalent Shares, at a price per share (or having a conversion or exercise price per share,
if a security that is convertible into or exercisable for Series G Preferred Shares or Equivalent Shares) less than the Current
Per Share Market Price of the Series G Preferred Shares on such record date, then, in each such case, the Exercise Price to be
in effect after such record date will be determined by multiplying the Exercise Price in effect immediately prior to such record
date by a fraction, the numerator of which shall be the number of Series G Preferred Shares and Equivalent Shares (if any) outstanding
on such record date, plus the number of Series G Preferred Shares or Equivalent Shares, as the case may be, that the aggregate
offering price of the total number of Series G Preferred Shares or Equivalent Shares, as the case may be, to be offered or issued
(or the aggregate initial conversion price of the convertible securities to be offered or issued) would purchase at such Current
Per Share Market Price, and the denominator of which shall be the number of Series G Preferred Shares and Equivalent Shares (if
any) outstanding on such record date, plus the number of additional Series G Preferred Shares or Equivalent Shares, as the case
may be, to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible);
provided, however, that in no event will 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 the exercise of one Right. If such subscription price may
be paid in a consideration part or all of which is in a form other than cash, then the value of such consideration will be as determined
in good faith by the Board, whose determination will be described in a statement filed with the Rights Agent and will be binding
on the Rights Agent and the holders of the Rights. Series G Preferred Shares and Equivalent Shares owned by or held for the account
of the Company will not be deemed outstanding for the purpose of any such computation. Such adjustment will be made successively
whenever such a record date is fixed, and in the event that such rights, options or warrants are not so issued, then the Exercise
Price will be adjusted to be the Exercise Price that would then be in effect if such record date had not been fixed.


 


(c)          Distributions.
If the Company, at any time after the Rights Dividend Declaration Date, fixes a record date for the making of a distribution to
all holders of Series G Preferred Shares (including any such distribution made in connection with a share exchange, consolidation
or merger in which the Company is the continuing or surviving corporation) of cash (other than a periodic cash dividend out of
the earnings or retained earnings of the Company), assets (other than a dividend payable in Series G Preferred Shares, but including
any dividend payable in stock other than Series G Preferred Shares), evidences of indebtedness, subscription rights, options or
warrants (excluding those referred to in Section 11(b)), then, in each such case, the Exercise Price to be in effect after such
record date will be determined by multiplying the Exercise Price in effect immediately prior to such record date by a fraction,
the numerator of which will be the Current Per Share Market Price of a Series G Preferred Share on such record date, less the fair
market value per Series G Preferred Share (as determined in good faith by the Board, whose determination will be described in a
statement filed with the Rights Agent and will be conclusive and binding on the Rights Agent and the holders of the Rights) of
the portion of the cash, assets or evidences of indebtedness to be so distributed or of such subscription rights, options or warrants
applicable to one Series G Preferred Share, and the denominator of which shall be such Current Per Share Market Price of a Series
G Preferred Share on such record date; provided, however, that in no event will 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 the exercise of one
Right. Such adjustment will be made successively whenever such a record date is fixed, and in the event that such distribution
is not so made, then the Exercise Price will be adjusted to be the Exercise Price that would have been in effect if such record
date had not been fixed.


 




    	-24-



    	 



    

 


(d)          Insignificant
Changes. Notwithstanding anything to the contrary in this Plan, no adjustment in the Exercise Price is required unless such
adjustment would require an increase or decrease of at least 1% of the Exercise Price; provided, however, that any adjustments
that by reason of this Section 11(d) are not required to be made will be carried forward and taken into account in any subsequent
adjustment. All calculations pursuant to this Section 11 must be made to the nearest cent or to the nearest ten-millionth of a
Series G Preferred Share or ten-thousandth of any other share or security, as the case may be. Notwithstanding the first sentence
of this Section 11(d), any adjustment required by this Section 11 must be made no later than the earlier of (i) three years from
the date of the transaction that requires such adjustment or (ii) the Expiration Date.


 


(e)          Shares
Other Than Series G Preferred Shares. If as a result of an adjustment made pursuant to Section 11(a) or Section 13(a), the
holder of any Right thereafter exercised will become entitled to receive any shares of capital stock other than Series G Preferred
Shares, then thereafter the number of such other shares so receivable upon exercise of any Right and, if required, the Exercise
Price thereof, will 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 Series G Preferred Shares contained in Section 11(a), Section 11(b), Section 11(c), Section
11(d), Section 11(g), Section 11(h), Section 11(i), Section 11(j), Section 11(k) and Section 11(l), and the provisions of Section
7, Section 9, Section 10 and Section 13 with respect to the Series G Preferred Shares will apply on like terms to any such other
shares.


 


(f)          Rights
Issued Subsequent to Adjustment. All Rights originally issued by the Company subsequent to any adjustment made to the Exercise
Price hereunder will evidence the right to purchase, at the adjusted Exercise Price, the number of one one-thousandths of a Series
G Preferred Share (and other shares of other capital stock or other securities, assets or cash of the Company, if any) purchasable
from time to time hereunder upon exercise of the Rights, all subject to further adjustment as provided herein.


 


(g)          Effect
of Adjustments on Existing Rights. Unless the Company has exercised its election as provided in Section 11(h), upon each adjustment
of the Exercise Price as a result of the calculations made in Section 11(b) and Section 11(c), each Right outstanding immediately
prior to the making of such adjustment will thereafter evidence the right to purchase, at the adjusted Exercise Price, that number
of Series G Preferred Shares (calculated to the nearest ten-millionth of a Series G Preferred Share) obtained by (i) multiplying
(A) the number of one one-thousandths of a Series G Preferred Share covered by a Right immediately prior to this adjustment by
(B) the Exercise Price in effect immediately prior to such adjustment of the Exercise Price, and (ii) dividing the product so obtained
by the Exercise Price in effect immediately after such adjustment of the Exercise Price.


 




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(h)          Adjustment
in Number of Rights. The Company may elect on or after the date of any adjustment of the Exercise Price to adjust the number
of Rights, in substitution for any adjustment in the number of one one-thousandths of a Series G Preferred Share purchasable upon
the exercise of a Right. Each of the Rights outstanding after such adjustment of the number of Rights will be exercisable for the
number of one one-thousandths of a Series G Preferred Share for which a Right was exercisable immediately prior to such adjustment.
Each Right held of record prior to such adjustment of the number of Rights will become that number of Rights (calculated to the
nearest ten-thousandth) obtained by dividing the Exercise Price in effect immediately prior to adjustment of the Exercise Price
by the Exercise Price in effect immediately after adjustment of the Exercise Price. The Company will make a public announcement
(and promptly provide written notice to the Rights Agent) of its election to adjust the number of Rights, indicating the record
date for the adjustment and, if known at the time, the amount of the adjustment to be made. This record date may be the date on
which the Exercise Price is adjusted or any day thereafter, but, if any Rights Certificates have been issued, will be at least
10 days later than the date of the public announcement. If any Rights Certificates have been issued, upon each adjustment of the
number of Rights pursuant to this Section 11(h), the Company will, as promptly as practicable, distribute or cause to be distributed
to holders of record of Rights Certificates on such record date Rights Certificates evidencing, subject to Section 14, the additional
Rights to which such holders will be entitled as a result of such adjustment, or, at the option of the Company, will distribute
or cause to be distributed to such holders of record in substitution and replacement for the Rights Certificates held by such holders
prior to the date of adjustment, and upon surrender thereof, if required by the Company, new Rights Certificates evidencing all
the Rights to which such holders will be entitled after such adjustment. Rights Certificates to be so distributed will be issued,
executed and countersigned in the manner provided for herein (and may bear, at the option of the Company, the adjusted Exercise
Price) and will be registered in the names of the holders of record of Rights Certificates on the record date specified in the
public announcement.


 


(i)          Rights
Certificates Unchanged. Irrespective of any adjustment or change in the Exercise Price or the number of one one-thousandths
of a Series G Preferred Share issuable upon the exercise of the Rights, the Rights Certificates theretofore and thereafter issued
may continue to express the Exercise Price per one one-thousandth of a Series G Preferred Share and the number of one one-thousandths
of a Series G Preferred Share that were expressed in the initial Rights Certificates issued hereunder.


 


(j)          Par
Value Limitations. Before taking any action that would cause an adjustment reducing the Exercise Price below the par or stated
value, if any, of the number of one one-thousandths of a Series G Preferred Share issuable upon exercise of the Rights, the Company
will take any corporate action that may, in the opinion of its counsel, be necessary in order that the Company may duly and validly
issue as fully paid and nonassessable shares such number of one one-thousandths of a Series G Preferred Share at such adjusted
Exercise Price.


 


(k)          Deferred
Issuance. In any case in which this Section 11 requires that an adjustment in the Exercise Price be made effective as of a
record date for a specified event, the Company may elect to defer (with prompt written notice to the Rights Agent) until the occurrence
of such event the issuance to the holder of any Right exercised after such record date of the number of one one-thousandths of
a Series G Preferred Share and other capital stock or securities, assets or cash of the Company, if any, issuable upon such exercise
over and above the number of one one-thousandths of a Series G Preferred Share and other capital stock or securities, assets or
cash of the Company, if any, issuable upon such exercise on the basis of the Exercise Price in effect prior to such adjustment;
provided, however, that the Company must deliver to such holder a due bill or other appropriate instrument evidencing such
holder’s right to receive such additional shares (fractional or otherwise) or securities upon the occurrence of the event
requiring such adjustment.


 




    	-26-



    	 



    

 


(l)          Reduction
in Exercise Price. Notwithstanding anything to the contrary in this Section 11, the Company is entitled to make such reductions
in the Exercise Price, in addition to those adjustments expressly required by this Section 11, as and to the extent that it, in
its sole discretion, determines to be advisable in order that any (i) consolidation or subdivision of the Series G Preferred Shares,
Series F Preferred Shares or Common Shares, (ii) issuance wholly for cash of any Series G Preferred Shares, Series F Preferred
Shares or Common Shares at less than the applicable Current Per Share Market Price, (iii) issuance wholly for cash of Series G
Preferred Shares, Series F Preferred Shares or Common Shares or securities that by their terms are convertible into or exchangeable
for Series G Preferred Shares, Series F Preferred Shares or Common Shares, (iv) stock dividend or (v) issuance of rights, options
or warrants referred to in this Section 11 hereafter made by the Company to holders of Series G Preferred Shares, Series F Preferred
Shares or Common Shares is not be taxable to such stockholders.


 


(m)          No
Diminishment of Benefit of Rights. The Company covenants and agrees that, after the Distribution Date, it will not, except
as permitted by Section 23, Section 24 or Section 26, take (or permit to be taken) any action if at the time that such action is
taken it is reasonably foreseeable that such action will diminish substantially or otherwise eliminate the benefits intended to
be afforded by the Rights.


 


(n)          Certain
Adjustments to Common Shares. Notwithstanding anything to the contrary in this Plan, in the event that the Company, at any
time after the Rights Dividend Declaration Date and prior to the Distribution Date, (i) declares or pays a dividend on the Subject
Shares payable in Subject Shares, (ii) subdivides or splits the outstanding Subject Shares (other than by the payment of dividends
payable in Subject Shares), (iii) combines or consolidates the outstanding Subject Shares (by reverse stock split or otherwise)
into a lesser number of Common Shares or (iv) issues any shares of its capital stock in a reclassification of the Subject Shares
(including any such reclassification in connection with a share exchange, consolidation or merger in which the Company is the continuing
or surviving corporation), then, in each such event, except as otherwise provided in this Section 11 or Section 7(e): (A) each
Subject Share (or shares of capital stock issued in such reclassification of the Subject Shares) outstanding immediately following
such time will have associated with it the number of Rights as were associated with one Subject Share immediately prior to the
occurrence of such event; (B) the Exercise Price in effect at the time of the record date for such dividend or of the effective
date of such subdivision, split, combination, consolidation or reclassification will be adjusted so that the Exercise Price thereafter
equals the result obtained by multiplying the Exercise Price in effect immediately prior to such time by a fraction, the numerator
of which shall be the total number of Subject Shares outstanding immediately prior to such event and the denominator of which shall
be the total number of Subject Shares outstanding immediately after such event; provided, however, that in no event will
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 the exercise of such Right; and (C) the number of one one-thousandths of a Series G Preferred Share
(or shares of such other capital stock) issuable upon the exercise of each Right outstanding after such event equals the number
of one one-thousandths of a Series G Preferred Share (or shares of such other capital stock) as were issuable with respect to one
Right immediately prior to such event. Each Subject Share that becomes outstanding after an adjustment has been made pursuant to
this Section 11(n) will have issued with it that number of Rights, exercisable at the Exercise Price and for the number of one
one-thousandths of a Series G Preferred Share (or shares of such other capital stock), as one Subject Share has associated with
it immediately following the adjustment made pursuant to this Section 11(n). If an event occurs that would require an adjustment
pursuant to both this Section 11(n) and Section 11(a)(ii), then the adjustment provided for in this Section 11(n) will be in addition
to, and will be made prior to, any adjustment required pursuant to Section 11(a)(ii). The adjustments provided for in this Section
11(n) will be made successively whenever such a dividend is declared or paid or such a subdivision, split, combination, consolidation
or reclassification is effected.


 




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(o)          Adjustment
of Rights Associated with Certain Distributions. Other than in connection with a transaction contemplated by Section 11(n),
in the event that the Company, at any time after the Rights Dividend Declaration Date and prior to the Distribution Date, issues
or distributes any securities or assets in respect of Subject Shares (other than (A) a distribution or dividend of its capital
stock and (B) pursuant to any non-extraordinary periodic cash dividend), then the Company will make such adjustments, if any, in
the Exercise Price or the number of Rights or securities or other property purchasable upon exercise of Rights as the Board, in
its sole discretion, may deem to be appropriate under the circumstances in order to adequately protect the interests of the holders
of the Rights generally, and the Company and the Rights Agent will amend this Plan as necessary to provide for such adjustments.


 


Section 12.         Certificate
of Adjusted Exercise Price or Number of Shares. Whenever an adjustment is made, or any event affecting the Rights or their
exercisability (including an event that causes the Rights to become null and void) occurs as provided in Section 11 or Section
13, the Company must promptly (a) prepare a certificate setting forth such adjustment or describing such event and providing a
brief statement of the facts and computations accounting for such adjustment or event; (b) provide the Rights Agent and each transfer
agent for the Subject Shares or Series G Preferred Shares a copy of such certificate; and (c) if a Distribution Date has occurred,
mail a brief summary of such adjustment or event to each holder of a Rights Certificate in accordance with Section 26. Notwithstanding
the foregoing, the failure of the Company to make or provide such certification or notice will not affect the validity of such
adjustment or the force or effect of the requirement for such adjustment. The Rights Agent will (i) be fully protected in relying
on any such certificate and on any adjustment or statement contained therein; (ii) have no duty or liability with respect thereto;
and (iii) not be deemed to have knowledge of any such adjustment or event unless and until it has received such certificate.


 




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


 


(a)         Certain
Transactions. In the event that, following a Shares Acquisition Date, directly or indirectly, (i) the Company consolidates
with, or merges with and into, any other Person (other than a wholly owned Subsidiary of the Company in a transaction that complies
with Section 11(m)) and the Company is not be the continuing or surviving corporation of such consolidation or merger, (ii) any
Person (other than a wholly owned Subsidiary of the Company in a transaction that complies with Section 11(m)) consolidates with,
or merges with and into, the Company, and the Company is the continuing or surviving corporation of such consolidation or merger
and, in connection with such consolidation or merger, all or part of the Subject Shares are 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, exchanges, mortgages
or otherwise transfers (or one or more of its Subsidiaries sells, exchanges, mortgages or otherwise transfers), in one transaction
or a series of related transactions, assets, cash flow or earning power aggregating to 50% or more of the assets, cash flow or
earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or
one or more of its wholly owned Subsidiaries in one or more transactions, each of which individually (and together) complies with
Section 11(m)), then, concurrent with and in each such case, proper provision must be made so that (A) each holder of a Right (except
as provided in Section 7(e)) thereafter has the right to receive, upon the exercise thereof at a price per Right equal to the Exercise
Price multiplied by the number of one one-thousandths of a Series G Preferred Share for which a Right was exercisable immediately
prior to the occurrence of such Section 13 Event in accordance with the terms of this Plan, and in lieu of Series G Preferred Shares,
such number of duly and validly authorized and issued and fully paid and nonassessable and freely tradable Common Shares of the
Principal Party, free of any liens, encumbrances, rights of first refusal or other adverse claims, as shall be equal to the result
obtained by (1) multiplying the then current Exercise Price by the number of one one-thousandths of a Series G Preferred Share
for which a Right is exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Section 11(a)(ii) Event
has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such one one-thousandths of a Series
G Preferred Share for which a Right was exercisable immediately prior to the first occurrence of a Section 11(a)(ii) Event by the
Exercise Price in effect immediately prior to such first occurrence of a Section 11(a)(ii) Event), and (2) dividing that product
(which, following the first occurrence of a Section 13 Event, will be referred to as the “Exercise Price”
for each Right and for all purposes of this Plan) by 50% of the Current Per Share Market Price of the Common Shares of such Principal
Party on the date of consummation of such Section 13 Event; provided, however, that the price per Right so payable and the
number of Common Shares of such Principal Party so receivable upon exercise of a Right will be subject to further adjustment as
appropriate in accordance with Section 11(e) to reflect any events covered thereby occurring in respect of the Common Shares of
such Principal Party after the occurrence of such Section 13 Event; (B) such Principal Party will thereafter be liable for, and
must assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Plan; (C) the term
“Company” will thereafter be deemed to refer to such Principal Party, it being specifically intended
that the provisions of Section 11 will apply only to such Principal Party following the first occurrence of a Section 13 Event;
(D) such Principal Party must take such steps (including the reservation of a sufficient number of its Common Shares) in connection
with the consummation of any such transaction as may be necessary to ensure that the provisions hereof will thereafter be applicable,
as nearly as reasonably may be, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights; (E) the
provisions of Section 11(a)(ii) will be of no effect following the first occurrence of any Section 13 Event; and (F) upon the subsequent
occurrence of any consolidation, merger, sale, exchange, mortgage, transfer or other extraordinary transaction in respect of such
Principal Party, each holder of a Right will thereupon be entitled to receive, upon exercise of a Right and payment of the Exercise
Price as provided in this Section 13(a), such cash, shares, rights, warrants and other property that such holder would have been
entitled to receive had such holder, at the time of such transaction, owned the Common Shares of the Principal Party receivable
upon the exercise of a Right pursuant to this Section 13(a), and such Principal Party must take such steps (including reservation
of a sufficient number of shares of its capital stock) as may be necessary to permit the subsequent exercise of the Rights in accordance
with the terms hereof for such cash, shares, rights, warrants and other property. For purposes hereof, the “earning
power” of the Company and its Subsidiaries will be determined in good faith by the Board on the basis of the operating
income 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 of its Subsidiaries during the three fiscal years preceding
such date, during the period that such business was operated by the Company or any of its Subsidiaries).


 




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(b)          Principal
Party. For purposes of this Plan, the term “Principal Party” means (i) in the case of any transaction
described in clause (i) or (ii) of Section 13(a) (A) the Person that is the issuer of the securities into which any Subject Shares
are converted in the consolidation or merger, or, if there is more than one such issuer, the issuer whose Common Shares have the
greatest aggregate market value of shares outstanding, or (B) if no securities are so issued, (1) the Person that is the other
party to the consolidation or merger, if such Person survives the consolidation or merger, or, if there is more than one such Person,
the Person whose Common Shares have the greatest aggregate market value of shares outstanding, (2) if the Person that is the other
party to the merger does not survive such consolidation or merger, the Person that does survive such consolidation or merger (including
the Company if it survives) or (3) the Person resulting from the consolidation or merger; and (ii) in the case of any transaction
described in clause (iii) of Section 13(a), the Person that is the party receiving the greatest portion of the assets, cash flow
or earning power transferred pursuant to such transaction or transactions, or, if more than one Person that is a party to such
transaction or transactions receives the same portion of the assets or earning power so transferred and each such portion would,
were it not for the other equal portions, constitute the greatest portion of the assets or earning power so transferred, or if
the Person receiving the greatest portion of the assets or earning power cannot be determined, whichever of such Persons is the
issuer of Common Shares having the greatest aggregate market value of shares outstanding; provided, however, that in the
case of each of clause (i) and (ii) of this Section 13(b), if the Common Shares of such Person are not at such time, or have not
been continuously over the preceding 12-month period, registered pursuant to Section 12 of the Exchange Act, then if such Person
is (x) a direct or indirect Subsidiary of another Person whose Common Shares are and have been so registered, the term “Principal
Party” will refer to such other Person, (y) a direct or indirect Subsidiary of more than one Person whose Common
Shares are and have been so registered, the term “Principal Party” will refer to whichever of such Persons
is the issuer of Common Shares having the greatest aggregate market value of shares outstanding, or (z) if such Person is owned,
directly or indirectly, by a joint venture formed by two or more Persons that are not owned, directly or indirectly, by the same
Person, the rules set forth in clauses (x) and (y) above will apply to each of the owners having an interest in the venture as
if the Person owned by the joint venture was a Subsidiary of both or all of such joint venturers, and the Principal Party in each
such case must bear the obligations set forth in this Section 13 in the same ratio as its interest in such Person bears to the
total of such interests.


 




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(c)          Certain
Arrangements. The Company will not consummate or permit to occur any Section 13 Event unless (A) the Principal Party has a
sufficient number of authorized, unissued and unreserved Common Shares to permit the exercise in full of the Rights in accordance
with this Section 13 and (B) prior thereto the Company and the Principal Party have executed and delivered to the Rights Agent
a supplemental agreement confirming that (1) the requirements of this Section 13 will be promptly performed in accordance with
their terms, (2) the Principal Party will, upon consummation of such Section 13 Event, assume this Plan in accordance with Section
13(a) and Section 13(b), (3) such Section 13 Event will not result in a default by the Principal Party pursuant to this Plan (as
it has been assumed by the Principal Party) and (4) the Principal Party, as soon as practicable after the date of such Section
13 Event and at its own expense, will:


 


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


 


(ii)         use
its best efforts to list (or continue the listing of) the Rights and the securities purchasable upon exercise of the Rights on
a national securities exchange or to meet the eligibility requirements for quotation on a national securities exchange and to list
(and continue the listing of) the Rights and the securities purchasable upon exercise of the Rights on a national securities exchange;


 


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


 


(iv)        take
all other action as may be necessary to allow the Principal Party to issue the securities purchasable upon exercise of the Rights.


 


(d)          Prohibited
Transactions.


 


(i)          Notwithstanding
anything to the contrary in this Plan, if the Principal Party has a provision in any of its authorized securities or in its organizational
documents that would have the effect of (i) causing the Principal Party to issue (other than to holders of Rights pursuant to Section
13), in connection with, or as a consequence of, the consummation of a Section 13 Event, Common Shares or common stock equivalents
of the Principal Party at less than the then Current Per Share Market Price thereof or securities exercisable for, or convertible
into, Common Shares or common stock equivalents of the Principal Party at less than such Current Per Share Market Price, or (ii)
providing for any special payment, tax, charge or similar provision in connection with the issuance of the Common Shares of the
Principal Party pursuant to the provisions of this Section 13, then the Company hereby agrees with each holder of Rights that it
will not consummate any such Section 13 Event unless prior thereto the Company and such Principal Party have executed and delivered
to the Rights Agent a supplemental agreement providing that such provision has been cancelled, waived, amended or rescinded, or
that such authorized securities will be redeemed, so that such provision will have no effect in connection with, or as a consequence
of, the consummation of such Section 13 Event.


 




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(ii)         Notwithstanding
anything to the contrary in this Plan, the Company hereby agrees with each holder of Rights that it will not consummate or permit
to occur any Section 13 Event if (A) at the time or immediately after such Section 13 Event there are any rights, warrants, instruments
or securities outstanding, or any agreements or arrangements, that, as a result of the consummation of such Section 13 Event, would
eliminate or diminish in any material respect the benefits intended to be afforded by the Rights; (B) all rights of first refusal
or preemptive rights in respect of the issuance of Common Shares or common stock equivalents of the Principal Party upon exercise
of outstanding Rights have not been irrevocably waived or rendered inapplicable; (C) prior to, simultaneously with or immediately
after such Section 13 Event, the stockholders of the Person who constitutes, or would constitute, the Principal Party have received
a distribution of Rights previously owned by such Person or any of its Affiliates or Associates; or (D) the form or nature of organization
of the Principal Party would preclude or limit the exercisability of the Rights.


 


(e)         Continued
Applicability. The provisions of this Section 13 will similarly apply to successive mergers, consolidations, sales, exchanges,
mortgages, transfers or other extraordinary transactions. In the event that a Section 13 Event occurs at any time after the occurrence
of a Section 11(a)(ii) Event, then the Rights that have not theretofore been exercised will thereafter become exercisable in the
manner described in Section 13(a) (without taking into account any prior adjustment required by Section 11(a)(ii)).


 


Section 14.          Fractional
Rights and Fractional Shares.


 


(a)         Cash
in Lieu of Fractional Rights. The Company will not be required to issue fractions of Rights (except prior to the Distribution
Date as provided in Section 11(n)) or to distribute Rights Certificates that evidence fractional Rights. In lieu of such fractional
Rights, the Company will pay to the registered holders of the Rights Certificates with regard to which such fractional Rights would
otherwise be issuable an amount in cash equal to the same fraction of the Current Per Share Market Price of a whole Right, calculated
as of the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable.


 


(b)         Cash
in Lieu of Fractional Series G Preferred Shares. The Company will not be required to issue fractions of Series G Preferred
Shares (other than fractions that are integral multiples of one one-thousandth of a Series G Preferred Share) upon exercise or
exchange of the Rights or to distribute certificates that evidence fractional Series G Preferred Shares (other than fractions that
are integral multiples of one one-thousandth of a Series G Preferred Share). Interests in fractions of Series G Preferred Shares
in integral multiples of one one-thousandth of a Series G Preferred Share may, at the election of the Company, be evidenced by
depositary receipts pursuant to an appropriate agreement between the Company and a depositary selected by the Company; provided,
however, that such agreement must provide that the holders of such depositary receipts have all of the rights, privileges and
preferences to which they are entitled as Beneficial Owners of the Series G Preferred Shares represented by such depositary receipts.
In lieu of fractional Series G Preferred Shares that are not integral multiples of one one-thousandth of a Series G Preferred Share,
the Company may pay to the registered holders of Rights Certificates at the time that such Rights are exercised or exchanged as
provided herein an amount in cash equal to the same fraction of the current market value of one one-thousandth of a Series G Preferred
Share. For purposes of this Section 14(b), the current market value of one one-thousandth of a Series G Preferred Share will be
one one-thousandth of the Current Per Share Market Price of a Series G Preferred Share, calculated as of the Trading Day immediately
prior to the date of such exercise or exchange.


 




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(c)          Cash
in Lieu of Fractional Common Shares. The Company is not required to issue fractions of Common Shares or to distribute certificates
that evidence fractional Common Shares upon the exercise or exchange of Rights. In lieu of such fractional Common Shares, the Company
may pay to the registered holders of Rights Certificates at the time such Rights are exercised or exchanged as provided herein
an amount in cash equal to the same fraction of the current market value of a Common Share. For purposes of this Section 14(c),
the current market value of a Common Share will be the Current Per Share Market Price of a Common Share, calculated as of the Trading
Day immediately prior to the date of such exercise or exchange.


 


(d)          Waiver
of Fractional Rights. Except as permitted by this Section 14, the holder of a Right, by the acceptance of such Right, expressly
waives such holder’s right to receive any fractional Rights or any fractional shares of any security upon the exercise or
exchange of a Right.


 


(e)          Procedure
for Payment. Whenever a payment for fractional Rights, Series G Preferred Shares or Common Shares is to be made by the Rights
Agent pursuant to this Plan, the Company will (i) promptly prepare and deliver to the Rights Agent a certificate setting forth
in reasonable detail the facts related to such payment and the prices or formulas utilized in calculating such payments; and (ii)
provide sufficient monies to the Rights Agent to make such payments. The Rights Agent will be fully protected in relying upon such
certificate and will have no duty with respect thereto, and will not be deemed to have knowledge of any payment for fractional
Rights, Series G Preferred Shares or Common Shares pursuant to this Plan unless and until the Rights Agent has received such certificate
and sufficient monies.


 


Section 15.         Rights
of Action. All rights of action in respect of this Plan, except those rights of action given to the Rights Agent pursuant to
Section 18, are vested in the respective registered holders of the Rights Certificates (and, prior to the Distribution Date, the
registered holders of Subject Shares). Any registered holder of any Rights Certificate (or, prior to the Distribution Date, any
registered holder of Subject Shares), without the consent of the Rights Agent or of the holder of any other Rights Certificate
(or, prior to the Distribution Date, any other holder of Subject Shares), may, on such holder’s own behalf and for such holder’s
own benefit and the benefit of other holders of Rights, enforce, and may institute and maintain any suit, action or proceeding
against the Company to enforce, this Plan or otherwise act in respect of such holder’s right to exercise such holder’s
Rights evidenced by such Rights Certificate in the manner provided in such Rights Certificate and in this Plan. 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 Plan and will be entitled to specific performance of the obligations
of any Person (including the Company) subject to this Plan, and injunctive relief against actual or threatened breaches or violations
of this Plan by any Person (including the Company), in each case without having to post a bond.


 




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


 


(a)          prior
to the Distribution Date, the Rights will not be evidenced by a Rights Certificate and will be transferable only in connection
with the transfer of the Subject Shares;


 


(b)          after
the Distribution Date, the Rights Certificates are transferable only on the transfer books of the Rights Agent if surrendered at
the office of the Rights Agent designated for such purpose, duly endorsed or accompanied by a proper instrument of transfer and
with the appropriate forms and certificates fully completed;


 


(c)          subject
to Section 6(a) and Section 7(f), the Company and the Rights Agent may deem and treat the Person in whose name the Rights Certificate
(or, prior to the Distribution Date, the associated certificate for Subject Shares or Book Entry Shares, as applicable) is registered
as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the
Rights Certificates or the associated certificate for Subject Shares or Book Entry Shares, as applicable, made by anyone other
than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent (subject to Section
7(e)) will be affected by any notice to the contrary;


 


(d)          notwithstanding
anything to the contrary in this Plan, neither the Company nor the Rights Agent will have any liability to any holder of a Right
(or a beneficial interest in a Right) or other Person as a result of the inability of the Company or the Rights Agent to perform
any of their respective obligations pursuant to this Plan by reason of any preliminary or permanent injunction or other order,
judgment, decree or ruling (whether interlocutory or final) issued by a court of competent jurisdiction or by a governmental, regulatory,
self-regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted
by any governmental authority, prohibiting or otherwise restraining performance of such obligation; provided, however, that
the Company will use all reasonable efforts to have any such injunction, order, judgment, decree or ruling lifted or otherwise
overturned as promptly as practicable;


 


(e)          Rights
that are Beneficially Owned by certain Persons will, under the circumstances set forth in Section 7(e), become null and void; and


 


(f)          this
Plan may be supplemented or amended from time to time in accordance with Section 26.


 


Section 17.         Holder
of Rights Certificate Not Deemed to be a Stockholder. No holder, as such, of any Rights Certificate will be entitled to vote
or receive dividends or be deemed for any purpose to be the holder of the number of one one-thousandths of a Series G Preferred
Share 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 will anything contained herein or in any Rights Certificate be construed to confer upon the holder of any Rights Certificate,
as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter
submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice
of meetings or other actions affecting stockholders (except as specifically provided in Section 26), or to receive dividends or
subscription rights, or otherwise, until the Rights evidenced by such Rights Certificate have been exercised or exchanged in accordance
with the provisions hereof.


 




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Section 18.           Concerning
the Rights Agent.


 


(a)          Compensation;
Reimbursement; Indemnification. The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered
by it hereunder and, from time to time, on demand of the Rights Agent, the reasonable and documented out-of-pocket expenses and
counsel fees and other disbursements incurred by the Rights Agent in connection with the preparation, negotiation, delivery, execution,
amendment and administration of this Plan and the exercise and performance of its duties hereunder. The Company also agrees to
indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, damage, judgment, fine, penalty, claim, demand,
settlement, cost or expense (including the reasonable and documented fees of its outside counsel) incurred 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 acceptance, administration, exercise and performance of its duties pursuant
to this Plan, including the costs and expenses of defending against any claim of liability and appealing any claim of liability
arising therefrom, directly or indirectly. The provisions of this Section 18 and Section 20 will survive the termination or expiration
of this Plan, the exercise, exchange or expiration of the Rights and the resignation, replacement or removal of the Rights Agent.


 


(b)          Reliance
by the Rights Agent. The Rights Agent is authorized to rely conclusively on, and will be protected and incur no liability for,
or in respect of any action taken, suffered or omitted to be taken by it in connection with its acceptance and administration of
this Plan, and the exercise and performance of its duties pursuant to this Plan, in reliance upon any (i) Rights Certificate, (ii)
certificate (or registration on the transfer books of the Company, including, in the case of uncertificated shares, by notation
in book entry accounts reflecting ownership) for Series G Preferred Shares, Subject Shares or other securities of the Company issuable
upon exercise of Rights or (iii) instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice,
direction, consent, certificate, statement or other paper or document reasonably believed by it to be genuine and to be duly executed
and, where necessary, verified or acknowledged, by the proper Person, or otherwise upon the advice of counsel as set forth in Section
20. The Rights Agent will not be required to take notice, or be deemed to have any knowledge, of any fact, event or determination
of which it was supposed to receive notice hereunder (including any dates or events defined in this Plan or the designation of
any Person as an Acquiring Person or an Affiliate or Associate of an Acquiring Person), and the Rights Agent will be fully protected
and will incur no liability for failing to take action in connection therewith, unless and until it has received such notice in
writing.


 




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


 


(a)         Merger
or Consolidation of Rights Agent. Any Person into which the Rights Agent or any successor Rights Agent may be merged or with
which it may effect a share exchange or be consolidated, or any Person resulting from any merger, share exchange or consolidation
to which the Rights Agent or any successor Rights Agent is a party, or any Person succeeding to the corporate trust, stock transfer
or stockholder services business of the Rights Agent or any successor Rights Agent, will be the successor to the Rights Agent pursuant
to this Plan without the execution or filing of any paper or any further act on the part of any of the parties hereto so long as
such Person is eligible for appointment as a successor Rights Agent pursuant to the provisions of Section 21. The purchase of all
or substantially all of the Rights Agent’s assets employed in the performance of this Plan, or transfer or rights agent services
generally, will be deemed to be a merger, share exchange or consolidation for purposes of this Section 19. If at the time that
such successor Rights Agent succeeds to the agency created by this Plan any of the Rights Certificates have been countersigned
but not delivered, then any such successor Rights Agent may adopt the countersignature of any predecessor Rights Agent and deliver
such Rights Certificates so countersigned, and if at that time any of the Rights Certificates have not been countersigned, then
any successor Rights Agent may countersign such Rights Certificates either in the name of the predecessor Rights Agent or in the
name of the successor Rights Agent. In all such cases, such Rights Certificates will have the full force and effect provided in
the Rights Certificates and in this Plan.


 


(b)         Change
of Name of Rights Agent. If at any time the name of the Rights Agent is changed and at such time any of the Rights Certificates
have been countersigned but not delivered, then the Rights Agent may adopt the countersignature under its prior name and deliver
such Rights Certificates so countersigned, and if at any time any of the Rights Certificates have not have been countersigned,
then the Rights Agent may countersign such Rights Certificates either in its prior name or in its changed name. In all such cases,
such Rights Certificates will have the full force and effect provided in the Rights Certificates and in this Plan.


 


Section 20.         Duties
of Rights Agent. The Rights Agent undertakes to perform the duties and obligations imposed by this Plan (and no implied duties
or obligations) upon the following terms and conditions, all of which the Company and the holders of Rights Certificates, by their
acceptance thereof, will be bound:


 


(a)         Before
the Rights Agent acts or refrains from acting, the Rights Agent may consult with legal counsel that it selects (who may be legal
counsel for the Company or an employee of the Rights Agent), and the advice or opinion of such counsel will be full and complete
authorization and protection to the Rights Agent, and the Rights Agent will incur no liability for or in respect of, any action
taken, suffered or omitted to be taken by it in accordance with such advice or opinion.


 




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(b)          Whenever
in the performance of its duties pursuant to this Plan the Rights Agent deems it necessary or desirable that any fact or matter
(including the identity of any Acquiring Person and the determination of the Current Per Share Market Price of any security) be
proved or established by the Company prior to taking, 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 any one of the Chairman of the Board, Chief Executive Officer, President or Chief Financial Officer, and
delivered to the Rights Agent, and such certificate will be full and complete authorization and protection to the Rights Agent,
and the Rights Agent will incur no liability for or in respect of any action taken, suffered or omitted to be taken by it pursuant
to the provisions of this Plan in reliance upon such certificate.


 


(c)          The
Rights Agent will be liable hereunder to the Company and any other Person only for its and its directors’, officers’,
employees’, Affiliates’, agents’, advisors’ and representatives’ own gross negligence, bad faith
or willful misconduct (which gross negligence, bad faith or willful misconduct must be determined by a final, nonappealable judgment
of a court of competent jurisdiction). In no event will the Rights Agent be liable for special, indirect or consequential loss
or damage of any kind whatsoever (including lost profits), even if the Rights Agent has been advised of the possibility of such
loss or damage.


 


(d)          The
Rights Agent will not be liable hereunder for or by reason of any of the statements of fact or recitals contained in this Plan,
the Rights Certificates or any certificate (or registration on the transfer books of the Company, including, in the case of uncertificated
shares, by notation in book entry accounts reflecting ownership) for Series G Preferred Shares, Common Shares or other securities
of the Company issuable upon exercise of Rights, or be required to verify the same (except, in each case, its countersignature
thereof, if applicable), and all such statements and recitals are and will be deemed to have been made by the Company only.


 


(e)          The
Rights Agent will not (i) have any liability for or be under any responsibility in respect of the validity of this Plan or the
execution and delivery hereof (except the due authorization, execution and delivery hereof by the Rights Agent) or in respect of
the validity or execution of any Rights Certificate (except its countersignature thereof) or any certificate (or registration on
the transfer books of the Company, including, in the case of uncertificated shares, by notation in book entry accounts reflecting
ownership) for Series G Preferred Shares, Common Shares or other securities of the Company issuable upon exercise of Rights (except,
in each case, its countersignature thereof, if applicable); (ii) be responsible for any change in the exercisability or exchangeability
of Rights (including certain Rights becoming null and void pursuant to Section 7(e)), except with respect to the exercise of Rights
evidenced by Rights Certificates after notice of such change has been provided by the Company; (iii) be responsible for any breach
by the Company of any covenant or condition contained in this Plan or any Rights Certificate; (iv) be responsible for (A) any adjustment
or change required pursuant to Section 3, Section 11, Section 13, Section 23 or Section 24, (B) the manner, method or amount of
any such adjustment or change or (C) ascertaining the existence of facts that would require any such adjustment or change (except
with respect to the exercise of Rights evidenced by Rights Certificates after receipt by the Rights Agent of a certificate furnished
pursuant to Section 12 describing such adjustment or change); (v) be responsible for any determination by the Board of the Current
Per Share Market Price of any security pursuant to this Plan; or (vi) by any act hereunder be deemed to make any representation
or warranty as to the authorization or reservation of any securities to be issued pursuant to this Plan or any Rights Certificate
or as to whether any such securities will, when issued, be duly and validly authorized and issued and fully paid and nonassessable.


 




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


 


(g)          The
Rights Agent is hereby authorized and directed to accept instructions with respect to the performance of its duties hereunder from
any of the Chairman of the Board, Chief Executive Officer, President or Chief Financial Officer, and it is authorized to apply
to any such director or officer for advice or instructions in connection with its duties pursuant to this Plan. Such advice and
instructions will be full and complete authorization and protection to the Rights Agent, and the Rights Agent will not be liable
for or in respect of any action taken, suffered or omitted to be taken by it in accordance with the written advice or instructions
of any such director or officer or for any delay in acting while waiting for those instructions. The Rights Agent will be fully
and completely authorized and protected in relying on the latest-dated instructions received from any such director or officer.
Any application by the Rights Agent for written instructions from the Company may, at the option of the Rights Agent, set forth
in writing any action proposed to be taken, suffered or omitted to be taken by the Rights Agent pursuant to this Plan and the date
on or after which such action will be taken, suffered or omitted to be taken. The Rights Agent will not be liable for any action
taken or suffered by, or omission of, the Rights Agent in accordance with a proposal included in any such application on or after
the date specified in such application (which date must not be less than 10 Business Days after, but not including, the date on
which any such director or officer of the Company actually receives such application, unless any such director or officer has consented
in writing to an earlier date) unless, prior to taking any such action (or the effective date in the case of an omission), the
Rights Agent has received, in response to such application, written instructions with respect to the proposed action or omission
specifying a different action to be taken, suffered or omitted to be taken.


 


(h)          The
Rights Agent and any member, stockholder, director, officer, employee or Affiliate of the Rights Agent (in each case, other than
an Acquiring Person) 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 pursuant to this Plan. Nothing herein will preclude the Rights Agent or any such
member, stockholder, director, officer, employee or Affiliate from acting in any other capacity for the Company or for any other
Person.


 


(i)          The
Rights Agent may execute and exercise any of the rights or powers hereby vested in it or perform any duty hereunder either itself
(including through its directors, officers and employees) or by or through its attorneys or agents, and the Rights Agent will 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, to the holders of Rights or to any other Person resulting from any such act, omission, default, neglect or misconduct
in the absence of gross negligence, bad faith or willful misconduct in the selection and continued employment thereof (which gross
negligence, bad faith or willful misconduct must be determined by a final, non-appealable judgment of a court of competent jurisdiction).


 




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(j)          No
provision of this Plan requires 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 (other than costs and expenses incurred by the Rights Agent in providing services
to the Company in the ordinary course of its business as the Rights Agent) or in the exercise of its rights if it reasonably believes,
after consultation with counsel, that repayment of such funds or adequate indemnification against such risk or liability is not
reasonably assured to it.


 


(k)          If,
with respect to any Rights Certificate surrendered to the Rights Agent for exercise or transfer, the certificate contained in the
form of election to purchase or form of assignment, as the case may be, has either (i) not been properly completed or (ii) indicates
an affirmative response to clause (1) or clause (2) thereof, then the Rights Agent will not take any further action with respect
to such requested exercise or transfer without first consulting with the Company.


 


(l)          From
time to time after the Distribution Date, upon the written request of the Company, the Rights Agent will promptly deliver to the
Company a list, as of the most recent practicable date (or as of such earlier date as may be specified by the Company), of the
record holders of Rights and Rights Certificates.


 


Section 21.         Change
of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties pursuant to this
Plan upon 60 days’ written notice to the Company (or such lesser notice as is acceptable to the Company) and to each transfer
agent of the Series G Preferred Shares and the Subject Shares (in the event that the Rights Agent or one of its Affiliates is not
also such transfer agent), delivered to the Company in accordance with Section 26. In the event that any transfer agency relationship
in effect between the Company and the Rights Agent or any of its Affiliates terminates, the Rights Agent will be deemed to have
automatically resigned, and be discharged from its duties pursuant to this Plan, on the effective date of such termination, and
the Company will be responsible for sending any required notices. The Company may remove the Rights Agent or any successor Rights
Agent, with or without cause, upon 30 days’ notice in writing to the Rights Agent or any successor Rights Agent, as the case
may be, and to each transfer agent of the Series G Preferred Shares and the Common Shares (in the event that the Rights Agent or
one of its Affiliates is not also such transfer agent), delivered to the Rights Agent in accordance with Section 26. If the Rights
Agent resigns or is removed or otherwise becomes incapable of acting, then the resigning, removed or incapacitated Rights Agent
must, upon the Company’s request, remit to the Company, or to any successor Rights Agent, all books, records, funds, certificates
or other documents or instruments of any kind then in its possession that were acquired by such resigning, removed or incapacitated
Rights Agent in connection with its services as the Rights Agent in accordance with its records retention policy. Following such
removal, resignation or incapacity, the Company will appoint a successor to the Rights Agent. If the Company fails to make such
appointment within a period of 30 days after giving written notice of such removal or after it has been notified in writing of
such resignation or incapacity by the resigning or incapacitated Rights Agent or by the registered holder of a Rights Certificate
(who must, together with such notice, submit such registered holder’s Rights Certificate for inspection by the Company),
then the Rights Agent or such registered holder may apply, at the Company’s expense, to a court of competent jurisdiction
for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such court, must
be either (a) a Person organized, in good standing and doing business pursuant to the laws of the United States or any state of
the United States that is authorized pursuant to such laws to exercise corporate trust, stock transfer or stockholder services,
is subject to supervision or examination by federal or state authorities and has at the time of its appointment as Rights Agent
a combined capital and surplus of at least $100,000,000 or (b) an Affiliate or direct or indirect wholly owned Subsidiary of such
Person. After appointment, the successor Rights Agent will 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 must deliver and
transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance,
conveyance, act or deed necessary for such purpose. Not later than the effective date of any such appointment, the Company will
file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Series G Preferred Shares and the
Subject Shares (in the event that the Rights Agent or one of its Affiliates is not also such transfer agent), and deliver such
notice to the holders of Rights Certificates in accordance with Section 26. Notwithstanding anything to the contrary in this Plan,
failure to give any notice provided for in this Section 21, or any defect therein, will 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. Upon appointment,
any successor Rights Agent will, unless the context requires otherwise, be deemed to be the Rights Agent for all purposes of this
Plan.


 




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Section 22.         Issuance
of New Rights Certificates. Notwithstanding anything to the contrary in this Plan or the Rights, the Company may, at its option,
issue new Rights Certificates evidencing Rights in such form as may be approved by the Board to reflect any adjustment or change
in the Exercise Price and the number or kind or class of shares or other securities or property purchasable pursuant to the Rights
Certificates made in accordance with the provisions of this Plan. In addition, in connection with the issuance or sale of Subject
Shares following the Distribution Date and prior to the Expiration Date, the Company will, with respect to Subject Shares so issued
or sold (whether pursuant to the exercise of stock options or pursuant to any employee benefit plan or arrangement or upon the
exercise, conversion or exchange of other securities of the Company outstanding as of the Rights Dividend Declaration Date or
upon the exercise, conversion or exchange of securities issued by the Company after the Rights Dividend Declaration Date (except,
in each case, as may otherwise be provided in the instruments governing such securities)), and may, in any other case, if deemed
necessary or appropriate by the Board, issue Rights Certificates representing the appropriate number of Rights in connection with
such issuance or sale; provided, however, that (a) no such Rights Certificate will be issued if, and to the extent that,
the Company is advised by counsel that such issuance would create a significant risk of or result in material adverse tax consequences
to the Company or the Person to whom such Rights Certificate would be issued or would create a significant risk of or result in
such options or employee plans or arrangements failing to qualify for otherwise available special tax treatment; (b) no such Rights
Certificate will be issued if, and to the extent that, appropriate adjustment will otherwise have been made in lieu of the issuance
thereof; and (c) the Company will have no obligation to distribute Rights Certificates to any Acquiring Person, Affiliate or Associate
of an Acquiring Person, Post-Event Transferee, Pre-Event Transferee, Subsequent Transferee or any nominee of any of the foregoing.


 




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Section 23.           Redemption.


 


(a)          Right
to Redeem. The Board may, at its option, at any time prior to the earlier of (i) the Distribution Date or (ii) the Close of
Business on the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of
$0.001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend, recapitalization or
similar transaction occurring after the Rights Dividend Declaration Date (such redemption price, the “Redemption Price”).
Notwithstanding anything to the contrary in this Plan, the Rights will not be exercisable after the first occurrence of a Section
11(a)(ii) Event until such time as the Company’s right of redemption pursuant to this Section 23 has expired. The Company
may, at its option, pay the Redemption Price in Common Shares (based on the Current Per Share Market Price of Common Shares at
the time of redemption), cash or any other form of consideration deemed appropriate by the Board, in its sole discretion, to be
at least equivalent to the Redemption Price. Such redemption of the Rights by the Board may be made effective at such time, on
such basis and with such conditions as the Board in its sole discretion may establish. The date on which the Board elects to make
the redemption effective is referred to as the “Redemption Date.”


 


(b)          General
Redemption Procedures. Immediately upon the action of the Board ordering the redemption of the Rights (or at such later time
as the Board may establish for the effectiveness of such redemption), evidence of which will have been filed with the Rights Agent,
and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter
of the holders of Rights will be to receive the Redemption Price for each Right so held. The Company will promptly give public
notice of any such redemption (with prompt written notice thereof also provided to the Rights Agent). Promptly after the action
of the Board ordering the redemption of the Rights, the Company will give, or cause to be given, notice of such redemption to the
holders of Rights Certificates in accordance with Section 26; provided, however, that any notice that is so provided will
be deemed given, whether or not the holder receives the notice. Each such notice of redemption must state the method by which the
payment of the Redemption Price is to be made. The failure to given, or any defect in, any notice required by this Section 23 will
not affect the legality or validity of the action taken by the Board or of the redemption.


 


(c)          Discharge
of Obligations. Notwithstanding anything to the contrary in this Plan, in the event of a redemption pursuant to Section 23(a),
the Company may, at its option, discharge all of its obligations with respect to the Rights by (i) issuing a press release or making
a publicly-available filing with the Securities and Exchange Commission announcing the manner of redemption of the Rights and (ii)
mailing payment of the Redemption Price to the holders of Rights at the addresses of such holders as shown on the transfer books
of the Rights Agent or, prior to the Distribution Date, on the transfer books of the Company or the transfer agent for the Subject
Shares, and upon such action, all outstanding Right Certificates will be void without any further action by the Company.


 


(d)          Prohibited
Purchases. Notwithstanding anything to the contrary in this Plan, 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 as specifically set forth in this Section
23 or in Section 24, or other than in connection with the purchase or repurchase of Common Shares prior to the Distribution Date.


 




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Section 24.           Exchange.


 


(a)          Exchange
of Common Shares for Rights. The Board may, at its option, at any time after any Person becomes an Acquiring Person, exchange
all or part of the then outstanding and exercisable Rights (which will not include Rights that have become null and void pursuant
to the provisions of Section 7(e)) for Common Shares at an exchange ratio of one Common Share per Right, appropriately adjusted
to reflect any stock split, stock dividend, recapitalization or similar transaction occurring after the Rights Dividend Declaration
Date (such exchange ratio, the “Exchange Ratio,” and such determination by the Board to effect such exchange,
an “Exchange Determination”). Notwithstanding the foregoing, the Board is not empowered to effect an
Exchange Determination at any time after any Person (other than any Exempt Person), together with all Affiliates and Associates
of such Person, becomes the Beneficial Owner of 50% or more of the Common Shares then outstanding. Notwithstanding the foregoing,
from and after the occurrence of a Section 13 Event, any Rights that theretofore have not been exchanged pursuant to this Section
24(a) will thereafter be exercisable only in accordance with Section 13 and may not be exchanged (or eligible for exchange) pursuant
to this Section 24(a).


 


(b)          Exchange
Procedures.


 


(i)          Immediately
following an Exchange Determination and without any further action or notice, the right to exercise such Rights will terminate
and the only right thereafter of a holder of such Rights is 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 will promptly give public notice of any such exchange
(with prompt written notice thereof also provided to the Rights Agent), and thereafter will promptly give, or cause to be given,
notice of such exchange to the holders of the then outstanding Rights (other than Rights that have become null and void pursuant
to the provisions of Section 7(e)) by mailing such notice, in accordance with Section 26; provided, however, that any notice
that is so provided will be deemed given, whether or not the holder receives the notice. Each such notice of exchange must state
the method by which the exchange of Common Shares for Rights is to be effected (including the actions that must be taken by the
holders of Rights to receive Common Shares in exchange for Rights) and, in the event of any partial exchange, the number of Rights
that are to be exchanged. Any partial exchange will be effected pro rata based on the number of Rights (other than Rights that
have become null and void pursuant to the provisions of Section 7(e)) held by each holder of Rights. Following an Exchange Determination,
the Company may implement such procedures as it deems appropriate, in its sole discretion, to minimize the possibility that any
Common Shares (or other consideration) issuable pursuant to this Section 24 are received by Persons whose Rights are null and void
pursuant to Section 7(e). Prior to effecting any exchange, the Company may require, or cause the trustee of the Trust to require,
as a condition thereof, that any registered holder of Rights provide such evidence (including the identity of the Beneficial Owner
(or former Beneficial Owner) thereof and the Affiliates or Associates of such Beneficial Owner or former Beneficial Owner) as the
Company may reasonably request in order to determine if such Rights are null and void pursuant to Section 7(e). If such registered
holder does not comply with the foregoing requirements, then the Company will be entitled to conclusively deem such Rights to be
Beneficially Owned by an Acquiring Person (or an Affiliate or Associate of an Acquiring Person, a Post-Event Transferee, a Pre-Event
Transferee, a Subsequent Transferee or any nominee of any of the foregoing) and, accordingly, such Rights will be null and void
and not exchangeable in connection herewith. Any Common Shares (or other securities) issued at the direction of the Board in connection
with an Exchange Determination will be duly and validly authorized and issued and fully paid and nonassessable, and the Company
will be deemed to have received as consideration for such issuance a benefit having a value that is at least equal to the aggregate
par value of the Common Shares (or other securities) so issued. The failure to give, or any defect in, any notice required by this
Section 24 will not affect the legality or validity of the action taken by the Board or of such exchange.


 




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(ii)         The
exchange of the Rights pursuant to Section 24(a) may be made effective at such time, on such basis and with such conditions as
the Board, in its sole discretion, may establish. Without limiting the foregoing, prior to effecting an exchange pursuant to Section 24(a),
the Board may direct the Company to enter into a trust agreement in such form and with such terms as the Board approves (the “Trust
Agreement”). If the Board so directs, then the Company must enter into the Trust Agreement and must issue to the
trust created by such agreement (the “Trust”) all of the Common Shares (or other consideration) issuable
pursuant to the exchange (or any portion thereof that has not theretofore been issued in connection with the exchange). From and
after the time at which such Common Shares (or other consideration) are issued to the Trust, all stockholders then entitled to
receive Common Shares (or other consideration) pursuant to the exchange will be entitled to receive such shares or consideration
(and any dividends or distributions made thereon after the date on which such shares or consideration are deposited into the Trust)
only from the Trust and solely upon compliance with the relevant terms and provisions of the Trust Agreement.


 


(c)          Insufficient
Shares. In the event that there are not sufficient Common Shares issued but not outstanding or authorized but unissued to permit
any exchange of Rights as contemplated in accordance with Section 24(a), then the Company will either take such action as may be
necessary to authorize additional Common Shares for issuance upon exchange of the Rights or alternatively, at the option of the
Board, with respect to each Right (i) pay cash in an amount equal to the Current Exchange Value in lieu of issuing Common Shares
in exchange therefor; (ii) issue debt or equity securities (or a combination thereof) having a value equal to the Current Exchange
Value in lieu of issuing Common Shares in exchange for each such Right, where the value of such securities will be determined by
the Board based upon the advice of a nationally recognized investment banking firm selected by the Board, which determination will
be described in a written statement filed with the Rights Agent and will be binding on the Rights Agent and the holders of Rights;
or (iii) deliver any combination of cash, property, Common Shares, Series G Preferred Shares, Equivalent Shares or other securities
having a value equal to the Current Exchange Value in exchange for each Right. To the extent that the Company determines that some
action need be taken pursuant to this Section 24(c), then the Board may temporarily suspend the exercisability of the Rights for
a period of up to 120 days following the date on which the Exchange Determination has occurred in order to seek any authorization
of additional Common Shares or to decide the appropriate form of distribution to be made pursuant to the above provision and to
determine the value thereof. Upon any such suspension, the Company will issue a public announcement stating, and notify the Rights
Agent in writing, that the exercisability of the Rights has been temporarily suspended, as well as issue a public announcement,
and notify the Rights Agent in writing, at such time as the suspension is no longer in effect.


 




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(d)          Cash
in Lieu of Fractional Common Shares. In connection with an Exchange Determination, the Company will not be required to issue
fractions of Common Shares or to distribute certificates that evidence fractional Common Shares. In lieu of such fractional Common
Shares, the Company may pay to the registered holders of Rights 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 Price of a Common Share,
calculated as of the Trading Day immediately prior to the date of the Exchange Determination.


 


Section 25.            Process
to Seek Exemption Prior to Trigger Event.


 


(a)          Any
Person who desires to effect any acquisition of Common Shares that would, if consummated, result in such Person Beneficially Owning
4.99% or more of the then outstanding Common Shares (a “Requesting Person”) may, prior to the Stock Acquisition
Date and in accordance with this Section 25(a), request that the Board grant an exemption with respect to such acquisition under
this Plan so that such Person would be deemed to be an “Exempt Person” under subsection (ii) of Section
1(v) hereof for purposes of this Plan (an “Exemption Request”). An Exemption Request shall be in proper
form and shall be delivered by overnight delivery service or first-class mail, postage prepaid, to the Secretary of the Company
at the principal executive office of the Company. The Exemption Request shall be deemed made upon receipt by the Secretary of the
Company. To be in proper form, an Exemption Request shall set forth (i) the name and address of the Requesting Person, (ii) the
number and percentage of Common Shares then Beneficially Owned by the Requesting Person, together with all Affiliates and Associates
of the Requesting Person (including the class of shares held by such Persons), and (iii) a reasonably detailed description of the
transaction or transactions by which the Requesting Person would propose to acquire Beneficial Ownership of Common Shares aggregating
4.99% or more of the then outstanding Common Shares and the maximum number and percentage of shares of Common Shares that the Requesting
Person proposes to acquire. The Board shall make a determination whether to grant an exemption in response to an Exemption Request
as promptly as practicable (and, in any event, within ten (10) Business Days) after receipt thereof; provided, that the
failure of the Board to make a determination within such period shall be deemed to constitute the denial by the Board of the Exemption
Request. The Requesting Person shall respond promptly to reasonable and appropriate requests for additional information from the
Board and its advisors to assist the Board in making its determination. For purposes of considering the Exemption Request, any
calculation of the number of Common Shares outstanding at any particular time, including for purposes of determining the particular
percentage of such outstanding Common Shares of which any Person is the Beneficial Owner, shall be made pursuant to and in accordance
with Section 382. The Board shall only grant an exemption in response to an Exemption Request if the Board determines in its
sole discretion that the acquisition of Beneficial Ownership of Common Shares by the Requesting Person (A) will not adversely impact
in any material respect the time period in which the Company could use the Tax Benefits or limit or impair the availability to
the Company of the Tax Benefits or (B) is in the best interests of the Company despite the fact that it may adversely impact in
a material respect the time period in which the Company could use the Tax Benefits or limit or impair the availability to the Company
of the Tax Benefits. Any exemption granted hereunder may be granted in whole or in part, and may be subject to limitations or conditions
(including a requirement that the Requesting Person agree that it will not acquire Beneficial Ownership of Common Shares in excess
of the maximum number and percentage of shares approved by the Board), in each case as and to the extent the Board shall determine
necessary or desirable to provide for the protection of the Tax Benefits. Any Exemption Request may be submitted on a confidential
basis and, except to the extent required by applicable law, the Company shall maintain the confidentiality of such Exemption Request
and the Board’s determination with respect thereto, unless the information contained in the Exemption Request or the Board’s
determination with respect thereto otherwise becomes publicly available. The Exemption Request shall be considered and evaluated
by directors serving on the Board, or a duly constituted committee thereof, who are independent of the Company and the Requesting
Person and disinterested with respect to the Exemption Request, and the action of a majority of such independent and disinterested
directors shall be deemed to be the determination of the Board for purposes of such Exemption Request.


 




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(b)          Waiver
Subsequent to Stock Acquisition Date. The Board may, of its own accord or upon the request of a stockholder (a “Waiver
Request”), subsequent to a Stock Acquisition Date and prior to the Distribution Date, and in accordance with this
Section 25(b), grant an exemption with respect to any Acquiring Person under this Plan so that such Acquiring Person would be deemed
to be an “Exempt Person” under subsection (ii) of Section 1(v) hereof for purposes of this Plan. A Waiver
Request shall be in proper form and shall be delivered by overnight delivery service or first-class mail, postage prepaid, to the
Secretary of the Company at the principal executive office of the Company. The Waiver Request shall be deemed made upon receipt
by the Secretary of the Company. To be in proper form, a Waiver Request shall set forth (i) the name and address of the Acquiring
Person, (ii) the number and percentage of Common Shares then Beneficially Owned by the Acquiring Person, together with all Affiliates
and Associates of the Acquiring Person (including the class of shares held by such Persons), and (iii) a reasonably detailed description
of the transaction or transactions by which the Acquiring Person acquired Beneficial Ownership of Common Shares aggregating 4.99%
or more of the then outstanding Common Shares and the maximum number and percentage of Common Shares that the Acquiring Person
proposes to acquire. The Board shall make a determination whether to grant an exemption in response to a Waiver Request as promptly
as practicable (and, in any event, within 10 Business Days) after receipt thereof; provided, that the failure of the Board
to make a determination within such period shall be deemed to constitute the denial by the Board of the Waiver Request. The Acquiring
Person shall respond promptly to reasonable and appropriate requests for additional information from the Board and its advisors
to assist the Board in making its determination. For purposes of considering the Waiver Request, any calculation of the number
of Common Shares outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding
Common Shares of which any Person is the Beneficial Owner, shall be made pursuant to and in accordance with Section 382. The Board
shall only grant an exemption for an Acquiring Person if the Board determines in its sole discretion that the acquisition of Beneficial
Ownership of Common Shares by such Acquiring Person does not adversely impact in any material respect the time period in which
the Company could use the Tax Benefits or limit or impair the availability to the Company of the Tax Benefits. Any exemption granted
hereunder may be granted in whole or in part, and may be subject to limitations or conditions (including a requirement that such
Acquiring Person agree that it will not acquire Beneficial Ownership of Common Shares in excess of the maximum number and percentage
of shares approved by the Board), in each case as and to the extent the Board shall determine necessary or desirable to provide
for the protection of the Tax Benefits. The facts and circumstances with respect to the Triggering Event, including whether to
grant an exemption, shall be considered and evaluated by directors serving on the Board, or a duly constituted committee thereof,
who are independent of the Company and such Acquiring Person and disinterested with respect to the Triggering Event, and the action
of a majority of such independent and disinterested directors shall be deemed to be the determination of the Board for purposes
of any exemption granted pursuant to this Section 25(b).


 




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Section 26.            Notice
of Certain Events.


 


(a)          Certain
Distributions. If the Company proposes, at any time after the Distribution Date, to (i) declare or pay any dividend payable
in stock of any class to the holders of Series G Preferred Shares or to make any other distribution to the holders of Series G
Preferred Shares (other than a regular quarterly or periodic cash dividend out of earnings or retained earnings of the Company),
(ii) offer to the holders of Series G Preferred Shares rights or warrants to subscribe for or to purchase any additional Series
G Preferred Shares or shares of stock of any class or any other securities, rights or options, (iii) effect any reclassification
of the Series G Preferred Shares (other than a reclassification involving only the subdivision of outstanding Series G Preferred
Shares), (iv) effect any share exchange, consolidation or merger into or with any other Person (other than a wholly owned Subsidiary
of the Company in a transaction that complies with Section 11(m)), (v) effect any sale or other transfer (or permit one or
more of its Subsidiaries to effect any sale or other transfer), in one transaction or a series of related transactions, of more
than 50% of the assets, cash flow or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person,
(vi) effect the liquidation, dissolution or winding up of the Company, (vii) declare or pay any dividend on the Subject Shares
payable in Common Shares or (viii) 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 will give written notice of such
proposed action to the Rights Agent and the holders of Rights Certificates in accordance with Section 28, which notice must specify
the record date for the purposes of such stock dividend, distribution of rights or warrants, or the date on which such subdivision,
combination, reclassification, share exchange, consolidation, merger, sale, transfer, liquidation, dissolution or winding up is
to take place and the date of participation therein by the holders of Series G Preferred Shares or Subject Shares, if any such
date is to be fixed, and such notice must be so given in the case of any action covered by clause (i) or (ii) above at least 10
Business Days prior to but not including the record date for determining holders of Series G Preferred Shares for purposes of such
action, and in the case of any such other action, at least 10 Business Days prior to but not including the date of the taking of
such proposed action or the date of participation therein by the holders of Series G Preferred Shares or Subject Shares, whichever
is earlier.


 


(b)          Certain
Events. If any Triggering Event has occurred, then (i) the Company will as soon as practicable thereafter give, or cause to
be given, to each holder of Rights Certificates a notice in accordance with Section 28 of the occurrence of such Triggering Event,
which notice must specify the event and the consequences of the event to holders of Rights pursuant to Section 11(a)(ii) or Section
13, and (ii) all references in this Section 26 to Series G Preferred Shares will thereafter be deemed to be references to Common
Shares or, if appropriate, other securities.


 




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Section 27.          Notices.
Notices or demands authorized by this Plan to be given or made by the Rights Agent or by the holder of any Rights Certificate to
or on the Company will be sufficiently given or made if in writing and sent by a recognized national overnight delivery service,
fax (when such fax is transmitted to the fax number set forth below and confirmation of transmission is received) or first-class
mail, postage prepaid, addressed (until another address is filed in writing with the Rights Agent by the Company) as follows:


 


Crossroads Systems, Inc.


11000 North Mo-Pac Expressway


Austin, TX 78759


Attn: Chief Financial Officer


Fax: (512) 349-0304


 


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


 


Andrews Kurth LLP


111 Congress Avenue, Suite 1700


Austin, TX 78701


Attn: J. Matthew Lyons


Fax: (512) 320-9292


 


Subject to the provisions
of Section 21, any notice or demand authorized by this Plan to be given or made by the Company or by the holder of any Rights Certificate
to or on the Rights Agent will be sufficiently given or made if in writing and sent by a recognized national overnight delivery
service, fax (when such fax is transmitted to the fax number set forth below and confirmation of transmission is received) or first-class
mail, postage prepaid, addressed (until another address is filed in writing with the Company by the Rights Agent) as follows:


 


American Stock Transfer & Trust Company, LLC


6201 15th Avenue


Brooklyn, NY 11219


Attn: Corporate Trust Department


Fax: (718) 765 - 8711


 


Notices or demands
authorized by this Plan to be given or made by the Company or the Rights Agent to the holders of Rights or Rights Certificates
(or, if prior to the Distribution Date, to the holders of Subject Shares) will be sufficiently given or made if in writing and
sent by a recognized national overnight delivery service or first-class mail, postage prepaid, addressed to such holder at the
address of such holder as shown on the transfer books of the Rights Agent or the Company or the transfer agent for the Subject
Shares. Any notice that is sent or mailed in the manner herein provided will be deemed given whether or not the holder receives
the notice. Notwithstanding anything to the contrary in this Plan, prior to the Distribution Date, the issuance of a press release
or the making of a publicly-available filing by the Company with the Securities and Exchange Commission will constitute sufficient
notice by the Rights Agent or the Company to the holders of securities of the Company, including the Rights, for all purposes of
this Plan and no other notice need be given.


 




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Section 28.          Supplements
and Amendments. Prior to the occurrence of a Distribution Date, the Company may in its sole discretion supplement or amend
this Plan in any respect without the approval of any holders of Rights Certificates, Series G Preferred Shares or Subject Shares,
and the Rights Agent must, if the Company so directs, execute such supplement or amendment. From and after the occurrence of a
Distribution Date, the Company and the Rights Agent may from time to time supplement or amend this Plan without the approval of
any holders of Rights Certificates in order to (i) cure any ambiguity, (ii) correct or supplement any provision contained herein
that may be defective or inconsistent with any other provisions herein or otherwise defective, including any change in order to
satisfy any applicable law, rule or regulation, (iii) shorten or lengthen any time period hereunder or (iv) change or supplement
the provisions hereunder in any manner that the Company may deem necessary or desirable and that does not adversely affect the
interests of the holders of Rights (other than an Acquiring Person, an Affiliate or Associate of an Acquiring Person, a Post-Event
Transferee, a Pre-Event Transferee, a Subsequent Transferee or any nominee of any of the foregoing), including extending the Final
Expiration Date; provided, however, that this Plan may not be supplemented or amended to lengthen, pursuant to clause (iii) of
this sentence, a time period relating to when the Rights may be redeemed at a time when the Rights are not then redeemable; provided
further, however, that the right of the Board to extend the Distribution Date does not require any amendment or supplement hereunder.
Upon the delivery of a certificate from an appropriate officer of the Company that states that the proposed supplement or amendment
is in compliance with the terms of this Section 28, the Rights Agent must execute such supplement or amendment; provided, however,
that any supplement or amendment that does not amend Section 18, Section 19, Section 20 or Section 21 or this
Section 29 or any other Section of this Plan in a manner that is adverse to the Rights Agent will become effective immediately
upon execution by the Company, whether or not also executed by the Rights Agent. Notwithstanding the foregoing, the Rights Agent
will not be required to execute any such supplement or amendment that adversely affects its rights, duties, or obligations pursuant
to this Plan. Prior to the Distribution Date, the interests of the holders of Rights and Rights Certificates will be deemed to
be coincident with the interests of the holders of Subject Shares.


 


Section 29.          Successors.
All the covenants and provisions of this Plan by or for the benefit of the Company or the Rights Agent will bind and inure to the
benefit of their respective successors and assigns hereunder.


 


Section 30.          Determinations
and Actions by the Board. The Board (or an authorized committee thereof) has the exclusive power and authority to administer
this Plan and to exercise all rights and powers specifically granted to the Board or the Company pursuant hereto, or as may be
necessary or advisable in the administration of this Plan, including the right and power to (a) interpret the provisions of this
Plan and (b) make all determinations deemed necessary or advisable for the administration of this Plan (including a determination
as to whether to redeem the Rights or to amend this Plan). All such actions, calculations, interpretations and determinations (including,
for purposes of clause (ii) below, all omissions with respect to the foregoing) that are done or made by the Board (or an authorized
committee thereof) in good faith will (i) be final, conclusive and binding on the Company, the Rights Agent, the holders of Rights
Certificates and all other Persons and (ii) not subject the Board (or an authorized committee thereof) or any of the directors
serving on the Board to any liability to any Person, including the Rights Agent and the holders of Rights Certificates. In administering
this Plan and exercising the rights and powers specifically granted to the Board and to the Company hereunder, and in interpreting
this Plan and making any determination hereunder, the Board (or an authorized committee thereof) may consider any and all facts,
circumstances or information that it deems to be necessary, useful or appropriate. The Rights Agent is always entitled to assume
that the Board acted in good faith and will be fully protected and incur no liability in reliance thereon.


 




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Section 31.          Benefits
of this Plan. Nothing in this Plan may be construed to give to any Person other than the Company, the Rights Agent and the
registered holders of Rights Certificates (and, prior to the Distribution Date, the registered holders of Subject Shares) any legal
or equitable right, remedy or claim pursuant to this Plan. This Plan is for the sole and exclusive benefit of the Company, the
Rights Agent and the registered holders of Rights Certificates (and, prior to the Distribution Date, the registered holders of
Subject Shares).


 


Section 32.          Severability.
If any term, provision, covenant or restriction of this Plan 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 Plan will remain
in full force and effect and will in no way be affected, impaired or invalidated; provided, however, that notwithstanding
anything to the contrary in this Plan, if any such term, provision, covenant or restriction is held by such court or authority
to be invalid, void or unenforceable and the Board determines in its good faith judgment that severing the invalid language from
this Plan would adversely affect the purpose or effect of this Plan, then the right of redemption set forth in Section 23 will
be reinstated and will not expire until the Close of Business on the 10th Business Day following the date of such determination
by the Board; provided further, however, that if such severed provision affects the rights, immunities, duties or obligations
of the Rights Agent, then the Rights Agent will be entitled to resign immediately upon written notice to the Company.


 


Section 33.           Governing
Law; Exclusive Jurisdiction.


 


(a)          Governing
Law. This Plan and each Right and Rights Certificate issued hereunder will be deemed to be a contract made pursuant to the
laws of the State of Delaware and for all purposes will be governed by and construed in accordance with the laws of the State of
Delaware applicable to contracts made and to be performed entirely within such State.


 


(b)          Exclusive
Jurisdiction.


 


(i)          The
Company and the registered holders of Rights Certificates (and, prior to the Distribution Date, the registered holders of Subject
Shares) each hereby irrevocably submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware, or, if
such court lacks subject matter jurisdiction, the United States District Court for the District of Delaware, over any suit, action
or proceeding arising out of or relating to or concerning this Plan. The Company and the registered holders of Rights Certificates
(and, prior to the Distribution Date, the registered holders of Subject Shares) each acknowledge that the forum designated by this
Section 34(b)(i) has a reasonable relation to this Plan and to such Persons’ relationship with one another.


 




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(ii)         The
Company and the registered holders of Rights Certificates (and, prior to the Distribution Date, the registered holders of Subject
Shares) each hereby waive, to the fullest extent permitted by applicable law, any objection that they now or hereafter have to
personal jurisdiction or to the laying of venue of any such suit, action or proceeding brought in any court referred to in Section
34(b)(i) (or the appellate courts thereof). The Company and the registered holders of Rights Certificates (and, prior to the Distribution
Date, the registered holders of Subject Shares) each undertake not to commence any action subject to this Plan in any forum other
than the forum described in Section 34(b)(i). The Company and the registered holders of Rights Certificates (and, prior to the
Distribution Date, the registered holders of Subject Shares) each hereby agree that, to the fullest extent permitted by applicable
law, a final and non-appealable judgment in any such suit, action or proceeding brought in any such court will be conclusive and
binding upon such Persons.


 


Section 34.           Counterparts.
This Plan and any supplements or amendments hereto may be executed in any number of counterparts and each of such counterparts
will for all purposes be deemed to be an original, and all such counterparts will together constitute one and the same instrument,
it being understood that all parties need not sign the same counterpart. A signature to this Plan transmitted electronically (including
by fax and  .pdf) will have the same authority, effect and enforceability as an original signature. No party hereto may raise the
use of such electronic transmission to deliver a signature, or the fact that any signature or agreement or instrument was transmitted
or communicated through such electronic transmission, as a defense to the formation of a contract, and each party forever waives
any such defense, except to the extent such defense relates to lack of authenticity.


 


Section 35.           Descriptive
Headings; Interpretation.


 


(a)          Descriptive
Headings. The table of contents and descriptive headings of the several Sections of this Plan are inserted for convenience
only and will not control or affect the meaning or construction of any of the provisions hereof.


 


(b)          Interpretation.


 


(i)          Unless
otherwise indicated, all references herein to Sections or Exhibits will be deemed to refer to Sections or Exhibits of or to this
Plan, as applicable. Any capitalized terms used in any Exhibit but not otherwise defined therein have the meaning set forth in
this Plan. All Exhibits attached hereto or referred to herein are hereby incorporated in and made a part of this Plan as if fully
set forth herein.


 


(ii)         Unless
otherwise indicated, the words “include,” “includes” and “including,”
when used herein, are deemed in each case to be followed by the words “without limitation.”


 


(iii)        The
words “hereof,” “herein,” “herewith” and words of
similar import will, unless otherwise stated, be constructed to refer to this Plan as whole and not to any particular provision
of this Plan.


 


(iv)        The
word “or” is used in the inclusive sense of “and/or” The terms “or,”
“any” and “either” are not exclusive.


 




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(v)         Whenever
the context may require, any pronouns used in this Plan include the corresponding masculine, feminine or neuter forms, and the
singular form of nouns and pronouns include the plural and vice versa.


 


(vi)        Where
a word or phrase is defined, each of its other grammatical forms has a corresponding meaning.


 


(vii)       References
to “$” are to the lawful currency of the United States of America.


 


Section 36.           Costs
of Enforcement. The Company agrees with each registered holder of Rights Certificates (and, prior to the Distribution Date,
the registered holders of Subject Shares) that if the Company or any other Person the securities of which are purchasable upon
exercise of the Rights fails to fulfill any of its obligations pursuant to this Plan, then the Company or such Person must reimburse
any registered holder of Rights Certificates for the costs and expenses (including legal fees) incurred by such holder in any action
to enforce such holder’s rights pursuant to any Right or this Plan.


 


Section 37.           Force
Majeure. Notwithstanding anything to the contrary in this Plan, the Rights Agent will not be liable for any delays or failures
in performance resulting from acts beyond its reasonable control, including acts of God, terrorist acts, shortage of supply, breakdowns
or malfunctions, interruptions or malfunction of computer facilities, or loss of data due to power failures or mechanical difficulties
with information storage or retrieval systems, labor difficulties, war or civil unrest.


 


Section 38.           USA
PATRIOT Act. The Company acknowledges that the Rights Agent is subject to the customer identification program requirements
pursuant to the USA PATRIOT Act and its implementing regulations, and that the Rights Agent must obtain, verify and record information
that allows the Rights Agent to identify the Company. Accordingly, prior to accepting an appointment hereunder, the Rights Agent
has received information from the Company that will help the Rights Agent to identify the Company, including the Company’s
physical address, tax identification number, organizational documents, certificate of good standing, license to do business or
such other information that the Rights Agent deems necessary and, pending verification of such received information, the Rights
Agent may request additional such information. The Company agrees to provide all reasonably requested information necessary for
the Rights Agent to verify the Company’s identity in accordance with such customer identification program requirements.


 


[Signature page follows.]


 




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


 


	 	CROSSROADS SYSTEMS, INC.
	 	 	 
	 	By:	/s/ Richard K. Coleman, Jr.
	 	 	Richard K. Coleman, Jr.
	 	 	President and Chief Executive Officer
	 	 	 
	 	AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC
	 	 	 
	 	By:	/s/ Paula Caroppoli
	 	 	Name: Paula Caroppoli
	 	 	Title: Senior Vice President


 


Signature Page
to Tax Benefit Preservation Plan 


 




    	 



    	 



    

 


EXHIBIT A


 


FORM OF

CERTIFICATE OF DESIGNATION OF RIGHTS, PREFERENCES AND PRIVILEGES

OF SERIES G PARTICIPATING PREFERRED STOCK OF

CROSSROADS SYSTEMS, INC.


  


 



 


Pursuant to Section 151 of the

General Corporation Law of the State of Delaware


 


 






 


The undersigned, Richard
K. Coleman, Jr., does hereby certify that:


 


1.          He
is the duly elected and acting Chief Executive Officer of Crossroads Systems, Inc., a Delaware corporation (the “Corporation”).


 


2.          Pursuant
to the authority conferred upon the Board of Directors of the Corporation (the “Board”) by the Sixth
Amended and Restated Certificate of Incorporation of the Corporation, as amended, on May 23, 2014, the Board adopted the following
resolutions creating a series of preferred stock, par value $0.001 per share (“Preferred Stock”), of
the Corporation designated as Series G Participating Preferred Stock:


 


RESOLVED: That
pursuant to the authority vested in the Board by the Amended and Restated Certificate of Incorporation of the Corporation (the
“Charter”), the Board does hereby provide for the issuance of a series of Preferred Stock of the Corporation
and does hereby fix and herein state and express the designations, powers, preferences and relative and other special rights, and
the qualifications, limitations and restrictions, of such series of Preferred Stock as follows:


 


Section 1.          Designation
and Amount. The shares of such series shall be designated as “Series G Participating Preferred Stock.”
The Series G Participating Preferred Stock shall have a par value of $0.001 per share, and the number of shares constituting
such series shall be 500,000. Such number of shares may be increased or decreased by resolution of the Board; provided, however,
that no decrease shall reduce the number of shares of Series G Participating 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 exercise of any options, rights or warrants issuable upon conversion of any outstanding securities issued
by the Corporation convertible into Series G Participating Preferred Stock.


 


Section 2.          Proportional
Adjustment. In the event that the Corporation shall at any time after the issuance of any share or shares of Series G
Participating Preferred Stock (the “Rights Declaration Date”) (a) declare any dividend on the common
stock of the Corporation, par value $0.001 per share (the “Common Stock”), payable in shares of Common
Stock, (b) subdivide the outstanding Common Stock or (c) combine the outstanding Common Stock into a smaller number of shares,
then in each such case the Corporation shall simultaneously effect a proportional adjustment to the number of outstanding shares
of Series G Participating Preferred Stock by an amount 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.


 




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Section 3.          Dividends
and Distributions.


 


(a)          Subject
to Section 2 and to the prior and superior rights of the holders of any shares of any series of Preferred Stock ranking prior and
superior to the shares of Series G Participating Preferred Stock with respect to dividends, the holders of shares of Series G
Participating Preferred Stock shall be entitled to receive, when, as and if declared by the Board out of funds legally available
for the purpose, quarterly dividends payable in cash on the last day of January, April, July and October in each year (each such
date being referred to herein as a “Quarterly Dividend Payment Date”), commencing on the
first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series G Participating
Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (i) $1.00 and (ii) subject to
Section 2, 1,000 times the aggregate per share amount of all cash dividends, and 1,000 times the aggregate per share amount (payable
in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock or a subdivision
of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately
preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance
of any share or fraction of a share of Series G Participating Preferred Stock.


 


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


 


(c)          Dividends
shall begin to accrue and be cumulative on outstanding shares of Series G Participating Preferred Stock from the Quarterly
Dividend Payment Date next preceding the date of issue of such shares of Series G Participating Preferred Stock, unless the
date of issue of such shares is prior to the record date for the first Quarterly Dividend Payment Date, in which case dividends
on such shares shall begin to accrue from the date of issue of such shares, or unless the date of issue is a Quarterly Dividend
Payment Date or is a date after the record date for the determination of holders of shares of Series G Participating Preferred
Stock entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such
dividends shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall
not bear interest. Dividends paid on the shares of Series G Participating Preferred Stock in an amount less than the total
amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among
all such shares at the time outstanding. The Board may fix a record date for the determination of holders of shares of Series G
Participating Preferred Stock entitled to receive payment of a dividend or distribution declared thereon, which record date shall
be no more than 60 days prior to the date fixed for the payment thereof.


 




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Section 4.          Voting
Rights. The holders of shares of Series G Participating Preferred Stock shall have the following voting rights:


 


(a)          Subject
to the provision for adjustment hereinafter set forth, each share of Series G Participating 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 after the Rights Declaration Date (i) declare any dividend on Common Stock payable in shares
of Common Stock, (ii) subdivide the outstanding Common Stock or (iii) combine the outstanding Common Stock into a smaller
number of shares, then in each such case the number of votes per share to which holders of shares of Series G Participating
Preferred Stock were entitled immediately prior to such event shall be adjusted by multiplying such number by a fraction the numerator
of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number
of shares of Common Stock that were outstanding immediately prior to such event.


 


(b)          Except
as otherwise provided herein, in any other Certificate of Designation creating a series of Preferred Stock or any similar stock,
the Charter or the Amended and Restated Bylaws of the Corporation (the “Bylaws”), or by law, the holders
of shares of Series G Participating Preferred Stock and the holders of shares of Common Stock 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 required by law, the holders of Series G Participating Preferred Stock shall have no special voting
rights and their consent shall not be required (except to the extent that they are entitled to vote with holders of Common Stock
as set forth herein) for taking any corporate action.


 


(d)          (i)If
at any time dividends on any Series G Participating Preferred Stock shall be in arrears in an amount equal to six quarterly
dividends thereon, then the occurrence of such contingency shall mark the beginning of a period (herein called a “default
period”) that shall extend until such time as all accrued and unpaid dividends for all previous quarterly dividend
periods and for the current quarterly dividend period on all shares of Series G Participating Preferred Stock then outstanding
shall have been declared and paid or set apart for payment. During each default period, all holders of Preferred Stock (including
holders of Series G Participating Preferred Stock) with dividends in arrears in an amount equal to six quarterly dividends
thereon, voting as a class, irrespective of series, shall have the right to elect two directors.


 


(ii)         During
any default period, such voting right of the holders of Series G Participating Preferred Stock may be exercised initially
at a special meeting called pursuant to subparagraph (iii) of this Section 4(d) or at any annual meeting of stockholders, and thereafter
at annual meetings of stockholders; provided, however, that neither such voting right nor the right of the holders of any
other series of Preferred Stock, if any, to increase, in certain cases, the authorized number of directors shall be exercised unless
the holders of at least one-third in number of shares of Preferred Stock outstanding shall be present in person or by proxy. The
absence of a quorum of the holders of Common Stock shall not affect the exercise by the holders of Preferred Stock of such voting
right. At any meeting at which the holders of Preferred Stock shall exercise such voting right initially during an existing default
period, they shall have the right, voting as a class, to elect directors to fill such vacancies, if any, in the Board as may then
exist up to two directors or, if such right is exercised at an annual meeting of stockholders, to elect two directors. If the number
that may be so elected at any special meeting does not amount to the required number, the holders of Preferred Stock shall have
the right to make such increase in the number of directors as shall be necessary to permit the election by them of the required
number. After the holders of Preferred Stock shall have exercised their right to elect directors in any default period and during
the continuance of such period, the number of directors shall not be increased or decreased except by vote of the holders of Preferred
Stock as herein provided or pursuant to the rights of any equity securities ranking senior to or pari passu with the Series G
Participating Preferred Stock.


 




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(iii)        Unless
the holders of Preferred Stock shall, during an existing default period, have previously exercised their right to elect directors,
the Board may order, or any stockholder or stockholders owning in the aggregate not less than 10% of the total number of shares
of Preferred Stock outstanding, irrespective of series, may request, the calling of a special meeting of the holders of Preferred
Stock, which meeting shall thereupon be called by the Chairman of the Board, the Chief Executive Officer, the President, the Chief
Financial Officer, the Treasurer, the Secretary or any Assistant Secretary of the Corporation. Notice of such meeting and of any
annual meeting at which holders of Preferred Stock are entitled to vote pursuant to this paragraph (d)(iii) shall be given to each
holder of record of Preferred Stock by mailing a copy of such notice to such holder at such holder’s last address as the
same appears on the books of the Corporation. Such meeting shall be called for a time not earlier than 20 days and not later than
60 days after such order or request, or in default of the calling of such meeting within 60 days after such order or request, such
meeting may be called on similar notice by any stockholder or stockholders owning in the aggregate not less than 10% of the total
number of shares of Preferred Stock outstanding. Notwithstanding the provisions of this paragraph (d)(iii), no such special meeting
shall be called during the period within 60 days immediately preceding the date fixed for the next annual meeting of the stockholders.


 


(iv)        In
any default period, the holders of Common Stock and other classes of stock of the Corporation, if applicable, shall continue to
be entitled to elect the whole number of directors until the holders of Preferred Stock shall have exercised their right to elect
two directors voting as a class, after the exercise of which right (A) the directors so elected by the holders of Preferred Stock
shall continue in office until their successors shall have been elected by such holders or until the expiration of the default
period, and (B) any vacancy in the Board may (except as provided in subparagraph (ii) of this Section 4(d)) be filled by vote of
a majority of the remaining directors theretofore elected by the holders of the class of stock that elected the director whose
office shall have become vacant. References in this Section 4(d) to directors elected by the holders of a particular class of stock
shall include directors elected by such directors to fill vacancies as provided in clause (B) of the foregoing sentence.


 




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(v)         Immediately
upon the expiration of a default period, (A) the right of the holders of Preferred Stock as a class to elect directors shall cease,
(B) the term of any directors elected by the holders of Preferred Stock as a class shall terminate and (C) the number of directors
shall be such number as may be provided for in the Charter or the Bylaws irrespective of any increase made pursuant to the provisions
of subparagraph (ii) of this Section 4(d) (such number being subject, however, to change thereafter in any manner provided
by law or in the Charter or Bylaws). Any vacancies in the Board effected by the provisions of clauses (B) and (C) in the preceding
sentence may be filled by a majority of the remaining directors.


 


Section 5.          Certain
Restrictions.


 


(a)          The
Corporation shall not declare any dividend on, make any distribution on, or redeem or purchase or otherwise acquire for consideration
any shares of Common Stock after the first issuance of a share or fraction of a share of Series G Participating Preferred
Stock unless concurrently therewith it shall declare a dividend on the Series G Participating Preferred Stock as required
by Section 3 hereof.


 


(b)          Whenever
quarterly dividends or other dividends or distributions payable on the Series G Participating Preferred Stock as provided
in Section 3 hereof are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared,
on shares of Series G Participating Preferred Stock outstanding shall have been paid in full, the Corporation shall not:


 


(i)          declare
or pay dividends on, make any other distributions on, or redeem or purchase or otherwise acquire for consideration any shares of
stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series G Participating
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 G Participating Preferred Stock, except dividends paid ratably on the Series G
Participating Preferred Stock and all such parity stock on which dividends are payable or in arrears in proportion to the total
amounts to which the holders of all such shares are then entitled;


 


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


 


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


 




    	A-5



    	 



    

 


(c)          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, pursuant to paragraph (a) of this Section 5, purchase or otherwise acquire
such shares at such time and in such manner.


 


Section 6.          Reacquired
Shares. Any shares of Series G Participating Preferred Stock purchased or otherwise acquired by the Corporation in any
manner whatsoever shall be retired and cancelled promptly after the acquisition thereof. All such shares shall upon their cancellation
become authorized but unissued shares of Preferred Stock and may be reissued as part of a new series of Preferred Stock to be created
by resolution or resolutions of the Board, subject to the conditions and restrictions on issuance set forth herein, in the Charter
or in any other Certificate of Designation creating a series of Preferred Stock or any similar stock or as otherwise required by
law.


 


Section 7.          Liquidation,
Dissolution or Winding Up.


 


(a)          Upon
any liquidation (voluntary or otherwise), dissolution or winding up of the Corporation, no distribution shall be made to the holders
of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series G
Participating Preferred Stock unless, prior thereto, the holders of shares of Series G Participating Preferred Stock shall
have received an amount equal to $1,000 per share of Series G Participating Preferred Stock, plus an amount equal to accrued
and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment (the “Series G
Liquidation Preference”). Following the payment of the full amount of the Series G Liquidation Preference, no
additional distributions shall be made to the holders of shares of Series G Participating Preferred Stock unless, prior thereto,
the holders of shares of Common Stock shall have received an amount per share (the “Common Adjustment”)
equal to the quotient obtained by dividing (i) the Series G Liquidation Preference by (ii) 1,000 (as appropriately adjusted
to reflect events as stock splits, stock dividends and recapitalizations with respect to the Common Stock) (such number in clause (ii),
the “Adjustment Number”). Following the payment of the full amount of the Series G Liquidation Preference
and the Common Adjustment in respect of all outstanding shares of Series G Participating Preferred Stock and Common Stock,
respectively, holders of Series G Participating Preferred Stock and holders of shares of Common Stock shall receive their
ratable and proportionate share of the remaining assets to be distributed in the ratio of the Adjustment Number to one with respect
to such Preferred Stock and Common Stock, on a per share basis, respectively.


 


(b)          In
the event, however, that there are not sufficient assets available to permit payment in full of the Series G Liquidation Preference
and the liquidation preferences of all other series of Preferred Stock, if any, that rank on a parity with the Series G Participating
Preferred Stock, then such remaining assets shall be distributed ratably to the holders of such parity shares in proportion to
their respective liquidation preferences. In the event, however, that there are not sufficient assets available to permit payment
in full of the Common Adjustment, then such remaining assets shall be distributed ratably to the holders of Common Stock.


 


(c)          In
the event that the Corporation shall at any time after the Rights Declaration Date (i) declare any dividend on the Common Stock
payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock or (iii) combine the outstanding Common Stock
into a smaller number of shares, then in each such case the Corporation shall simultaneously effect a proportional adjustment to
the Adjustment Number in effect immediately prior to such event by an amount the numerator of which is the number of shares of
Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that
were outstanding immediately prior to such event.


 




    	A-6



    	 



    

 


Section 8.          Consolidation,
Merger, etc. In the event that the Corporation shall enter into any consolidation, merger, combination, conversion, share exchange
or other transaction in which the shares of Common Stock are exchanged for or changed into other stock, securities, cash and/or
any other property (payable in kind), then in any such case the shares of Series G Participating Preferred Stock shall at
the same time be similarly exchanged or changed in an amount per share (subject to Section 2) equal to 1,000 times the aggregate
amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each
share of Common Stock is changed or exchanged.


 


Section 9.          No
Redemption. The shares of Series G Participating Preferred Stock shall not be redeemable.


 


Section 10.       Ranking.
The Series G Participating Preferred Stock shall rank junior to all other series of the Preferred Stock as to the payment
of dividends and the distribution of assets, unless the terms of any such series shall provide otherwise.


 


Section 11.       Amendment.
At any time when any shares of Series G Participating Preferred Stock are outstanding, neither the Charter nor this Certificate
of Designation shall be amended in any manner that would materially alter or change the powers, preferences or special rights of
the Series G Participating 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 G Participating Preferred Stock, voting separately as a class.


 


Section 12.       Fractional
Shares. Series G Participating Preferred Stock may be issued in fractions of a share that shall entitle the holder, in
proportion to such holder’s fractional shares, to exercise voting rights, receive dividends, participate in distributions
and to have the benefit of all other rights of holders of Series G Participating Preferred Stock.


 


* * *


 


I further declare under
penalty of perjury that the matters set forth in the foregoing Certificate of Designation are true and correct to my own knowledge.


 


Executed at Austin,
Texas on May 23, 2014.


 


	 	By:	 
	 	 	Name: Richard K. Coleman, Jr.
	 	 	Title: President and Chief Executive Officer


 




    	A-7



    	 



    

 


EXHIBIT B


 


FORM OF

RIGHTS CERTIFICATE


 


	Certificate No. R-[·]	[·] Rights


 


NOT EXERCISABLE AFTER MAY 23,
2017 OR SUCH EARLIER DATE AS THE RIGHTS ARE REDEEMED, EXCHANGED OR TERMINATED. THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION
OF THE COMPANY (AS DEFINED BELOW), AT $0.001 PER RIGHT, AND EXCHANGE, IN EACH CASE PURSUANT TO THE TERMS SET FORTH IN THE BENEFIT
PLAN (AS DEFINED BELOW). UNDER CERTAIN CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE
OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE BENEFIT PLAN) AND ANY SUBSEQUENT HOLDER OF SUCH RIGHTS MAY BECOME NULL
AND VOID. [THE RIGHTS REPRESENTED BY THIS RIGHTS CERTIFICATE ARE OR WERE BENEFICIALLY OWNED BY A PERSON WHO WAS OR BECAME AN ACQUIRING
PERSON OR AN AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON. ACCORDINGLY, THIS RIGHTS CERTIFICATE AND THE RIGHTS REPRESENTED HEREBY
MAY BECOME NULL AND VOID IN THE CIRCUMSTANCES SPECIFIED IN SECTION 7(e) OF THE BENEFIT PLAN.]


 


RIGHTS CERTIFICATE


 


CROSSROADS SYSTEMS, INC.


 


This certifies
that ______________________________, or registered assigns, is the registered owner of the number of Rights set forth above,
each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Tax Benefit Preservation
Plan, dated as of May 23, 2014 (the “Benefit Plan”), between Crossroads Systems, Inc., a Delaware
corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York
limited liability trust company (the “Rights Agent,” which term shall include any successor Rights
Agent pursuant to the Benefit Plan), to purchase from the Company at any time after the Distribution Date (as such term is
defined in the Benefit Plan) and prior to the Expiration Date (as such term is defined in the Benefit Plan) at the office 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 and nonassessable share of Series G Participating Preferred Stock, par value $0.001 per share (the
“Series G Preferred Shares”), of the Company, at an exercise price of $14.00 per one
one-thousandth of a Series G Preferred Share (the “Exercise Price”), upon presentation and
surrender of this Rights Certificate with the Form of Election to Purchase and related Certificate duly executed. The number
of Rights evidenced by this Rights Certificate (and the number of one one-thousandths of a Series G Preferred Share that may
be purchased upon exercise hereof) set forth above, and the Exercise Price per share set forth above, are the number and
Exercise Price as of May 23, 2014 based on the Series G Preferred Shares as constituted at such date. As provided in the
Benefit Plan, the Exercise Price and the number and kind of Series G Preferred Shares or other securities that may be
purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment
upon the occurrence of certain events. The Company reserves the right to require prior to the occurrence of a Triggering
Event (as such term is defined in the Benefit Plan) that a number of Rights be exercised so that only whole Series G
Preferred Shares will be issued. Capitalized terms used in this Rights Certificate without definition shall have the meanings
ascribed to them in the Benefit Plan.


 




    	B-1



    	 



    

 


Upon the occurrence
of a Section 11(a)(ii) Event, if the Rights evidenced by this Rights Certificate are beneficially owned by an Acquiring Person,
an Affiliate or Associate of an Acquiring Person, a Post-Event Transferee, a Pre-Event Transferee, a Subsequent Transferee or any
nominee of any of the foregoing, such Rights shall become null and void and no holder hereof shall have any right with respect
to such Rights from and after the occurrence of such Section 11(a)(ii) Event.


 


This Rights Certificate
is subject to all of the terms, provisions and conditions of the Benefit Plan, which terms, provisions and conditions are hereby
incorporated herein by reference and made a part hereof and to which Benefit Plan reference is hereby made for a full description
of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders
of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under
the specific circumstances set forth in the Benefit Plan. Copies of the Benefit Plan are on file at the principal executive offices
of the Company and the above-mentioned office of the Rights Agent and are available without cost upon written request.


 


Subject to the provisions
of the Benefit Plan, the Rights evidenced by this Rights Certificate may be redeemed by the Company, at its option, at a redemption
price of $0.001 per Right at any time prior to the earlier of (i) the Distribution Date or (ii) the Close of Business on the Final
Expiration Date. In addition, under certain circumstances after any Person becomes an Acquiring Person, the Rights may be exchanged,
in whole or in part, for Common Shares, or cash other securities of the Company having essentially the same value or economic rights
as such shares. Immediately upon the action of the Board authorizing any such exchange, and without any further action or any notice,
the Rights (other than Rights that are not subject to such exchange) will terminate and the Rights will only enable holders to
receive the Common Shares (or cash or other securities or assets of the Company) issuable upon such exchange.


 


This Rights Certificate,
with or without other Rights Certificates, upon surrender at the office of the Rights Agent designated for such purpose, may be
exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to
purchase a like number of one one-thousandths of a Series G Preferred Share as the Rights evidenced by the Rights Certificate or
Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate is exercised in part, then
the holder will be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of
whole Rights not exercised.


 




    	B-2



    	 



    

 


No fractions of Series
G Preferred Shares (other than fractions that are integral multiples of one one-thousandth of a Series G Preferred Share, which
may, at the election of the Company, be evidenced by depositary receipts) will be issued upon the exercise of any Right or Rights
evidenced hereby. In lieu thereof, a cash payment will be made as provided in the Benefit Plan. The Company, at its election, may
require that a number of Rights be exercised so that only whole Series G Preferred Shares would be issued.


 


No holder of this Rights
Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the number of one
one-thousandths of a Series G Preferred Share or any other securities of the Company that may at any time be issuable on the exercise
or exchange hereof, nor shall anything contained in herein or in the Benefit Plan 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 specifically provided in the Benefit Plan), or to receive dividends
or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised
or exchange in accordance with the Benefit Plan.


 


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


 




    	B-3



    	 



    

 







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


 


Dated as of _______________, 20[ ].


 


	 	ATTEST:	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 


 


	CROSSROADS SYSTEMS, INC.	 
	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 


 


Countersigned:


 


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






	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 


 




    	B-4



    	 



    

 


[Form of Reverse Side of Rights Certificate]


 


FORM OF ASSIGNMENT


 


(To be executed by the registered holder
if such

holder desires to transfer the Rights Certificate.)


 


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


 


(Please print name and address of transferee)


 





 



this Rights Certificate, together with
all right, title and interest therein, and does hereby irrevocably constitute and appoint __________________________ as attorney-in-fact
to transfer the within Rights Certificate on the books of Crossroads Systems, Inc., with full power of substitution.


 


Dated:_______


 


Signature:____


 


Signature Medallion Guaranteed:


 


Signatures must be
guaranteed by an “Eligible Guarantor Institution” (with membership in an approved signature guarantee medallion program
at a level acceptable to the Rights Agent) pursuant to Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended. All guarantees
must be by a financial institution (such as a bank or broker) that is a participant in the Securities Transfer Agents Medallion
Program (STAMP), the NASDAQ Medallion Signature Program (MSP) or the Stock Exchanges Medallion Program (SEMP) and must not be dated.
Guarantees by a notary public are not acceptable.


 




    	B-5



    	 



    

 


CERTIFICATE


 


The undersigned hereby
certifies, for the benefit of the Company and all holders of Rights and Common Shares, by checking the appropriate boxes that:


 


		(1)	the Right(s) evidenced by this Rights Certificate are not
Beneficially Owned and



 


□         are


 


□         are not


 


being sold, assigned and transferred by or on behalf
of a Person who is or was an Acquiring Person, an Affiliate or Associate of an Acquiring Person, a Post-Event Transferee, a Pre-Event
Transferee, a Subsequent Transferee or any nominee of any of the foregoing; and


 


		(2)	after due inquiry and to the best knowledge of the undersigned,
it



 


□         did


 


□         did not


 


acquire the Rights evidenced by this Rights Certificate
from any Person who is, was or subsequently became an Acquiring Person, an Affiliate or Associate of an Acquiring Person, a Post-Event
Transferee, a Pre-Event Transferee, a Subsequent Transferee, or any nominee of any of the foregoing.


 


	Dated:	 	 


 


	Signature:	 	 


 


Signature Medallion Guaranteed:


 


Signatures must be
guaranteed by an “Eligible Guarantor Institution” (with membership in an approved signature guarantee medallion program
at a level acceptable to the Rights Agent) pursuant to Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended. All guarantees
must be by a financial institution (such as a bank or broker) that is a participant in the Securities Transfer Agents Medallion
Program (STAMP), the NASDAQ Medallion Signature Program (MSP) or the Stock Exchanges Medallion Program (SEMP) and must not be dated.
Guarantees by a notary public are not acceptable.


 




    	B-6



    	 



    

 


[Form of Reverse Side of Rights Certificate
- continued]


 


FORM OF ELECTION TO PURCHASE


 


(To be executed if holder desires to

exercise Rights represented by the Rights Certificate.)


 


To: Crossroads Systems, Inc.


 


The undersigned hereby
irrevocably elects to exercise _________________________ Rights represented by this Rights Certificate to purchase the number of
one one-thousandths of a Series G Preferred Share (or such other securities of the Company or of any other Person that may be issuable
upon the exercise of the Rights) issuable upon the exercise of such Rights and requests that certificates for such shares be issued
in the name of and delivered to:


 


Please insert social security

or other identifying number


 


(Please print name and address)


 


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


 


Please insert social security

or other identifying number


 


(Please print name and address)


 


	Dated:	 	 


 


	Signature:	 	 


 


Signature Medallion Guaranteed:


 


Signatures must be
guaranteed by an “Eligible Guarantor Institution” (with membership in an approved signature guarantee medallion program
at a level acceptable to the Rights Agent) pursuant to Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended. All guarantees
must be by a financial institution (such as a bank or broker) that is a participant in the Securities Transfer Agents Medallion
Program (STAMP), the NASDAQ Medallion Signature Program (MSP) or the Stock Exchanges Medallion Program (SEMP) and must not be dated.
Guarantees by a notary public are not acceptable.


 




    	B-7



    	 



    

 


CERTIFICATE


 


The undersigned hereby
certifies, for the benefit of the Company and all holders of Rights and Common Shares, by checking the appropriate boxes that:


 


		(1)	the Right(s) evidenced by this Rights Certificate are not
Beneficially Owned and



 


□          are


 


□          are not


 


being sold, assigned and transferred by or on behalf
of a Person who is or was an Acquiring Person, an Affiliate or Associate of an Acquiring Person, a Post-Event Transferee, a Pre-Event
Transferee, a Subsequent Transferee or any nominee of any of the foregoing; and


 


		(2)	after due inquiry and to the best knowledge of the undersigned,
it



 


□          did


 


□          did not


 


acquire the Rights evidenced by this Rights Certificate
from any Person who is, was or subsequently became an Acquiring Person, an Affiliate or Associate of an Acquiring Person, a Post-Event
Transferee, a Pre-Event Transferee, a Subsequent Transferee or any nominee of any of the foregoing.


 


	Dated:	 	 


 


	Signature:	 	 


 


Signature Medallion Guaranteed:


 


Signatures must be
guaranteed by an “Eligible Guarantor Institution” (with membership in an approved signature guarantee medallion program
at a level acceptable to the Rights Agent) pursuant to Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended. All guarantees
must be by a financial institution (such as a bank or broker) that is a participant in the Securities Transfer Agents Medallion
Program (STAMP), the NASDAQ Medallion Signature Program (MSP) or the Stock Exchanges Medallion Program (SEMP) and must not be dated.
Guarantees by a notary public are not acceptable.


 




    	B-8



    	 



    

 


[Form of Reverse Side of Rights Certificate
- continued]


 


NOTICE


 


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


 


IN THE EVENT THAT
THE CERTIFICATIONS SET FORTH IN THE FOREGOING FORMS OF ASSIGNMENT AND ELECTION TO PURCHASE, AS THE CASE MAY BE, ARE NOT COMPLETED,
THEN THE COMPANY AND THE RIGHTS AGENT WILL DEEM THE BENEFICIAL OWNER OF THE RIGHTS EVIDENCED BY THIS RIGHT CERTIFICATE TO BE AN
ACQUIRING PERSON, AN AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON, A POST-EVENT TRANSFEREE, A PRE-EVENT TRANSFEREE, A SUBSEQUENT
TRANSFEREE OR ANY NOMINEE OF ANY OF THE FOREGOING, AS THE CASE MAY BE, AND SUCH ASSIGNMENT OR ELECTION TO PURCHASE WILL NOT BE
HONORED AND THE RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE WILL BE DEEMED TO BE NULL AND VOID.


 




    	B-9



    	 



    

 


EXHIBIT C


 


FORM OF

SUMMARY OF RIGHTS


 


SUMMARY OF

TAX BENEFIT PRESERVATION PLAN

OF

CROSSROADS SYSTEMS, INC.


 


On May 23, 2014, the
Board of Directors (the “Board”) of Crossroads Systems, Inc. (the “Company”)
authorized and declared a dividend distribution of one right (a “Right”) for each outstanding share of
(1) common stock, par value $0.001 per share (the “Common Shares”), of the Company, and (2) 5% Series
F Convertible Preferred Stock, par value $0.001 per share (“Series F Preferred Shares” and, together
with the Common Shares, the “Subject Shares”) of the Company to stockholders of record as of the close
of business on June 4, 2014 (the “Record Date”). Each Right entitles the registered holder to purchase
from the Company one one-thousandth of a share of Series G Participating Preferred Stock, par value $0.001 per share (the
“Series G Preferred Shares”), of the Company at an exercise price of $14.00 per one one-thousandth
of a Series G Preferred Share, subject to adjustment (the “Exercise Price”). The complete terms of the
Rights are set forth in a Tax Benefit Preservation Plan (the “Benefit Plan”), dated as of May 23, 2014,
between the Company and American Stock Transfer & Trust Company, LLC, as rights agent.


 


By adopting the Benefit
Plan, the Board is seeking to protect the Company’s ability to use its net operating losses, any loss or deducting attributable
to a “net unrealized built-in loss” and other tax attributes (collectively, “Tax Benefits”).
The Company views its Tax Benefits as highly valuable assets of the Company that are likely to inure to the benefit of the Company
and its stockholders. However, if the Company experiences an “ownership change,” as defined in Section 382 of the Internal
Revenue Code (the “Code”), its ability to use the Tax Benefits could be substantially limited, and the
timing of the usage of the Tax Benefits could be substantially delayed, which could significantly impair the value of the Tax Benefits.
Generally, an “ownership change” occurs if the percentage of the Company’s stock owned by one or more “five
percent stockholders” increases by more than 50 percentage points over the lowest percentage of stock owned by such stockholders
at any time during the prior three-year period or, if sooner, since the last “ownership change” experienced by the
Company. The Plan is intended to act as a deterrent to any person acquiring 4.99% or more of the outstanding Common Shares without
the approval of the Board. This would protect the Tax Benefits because changes in ownership by a person owning less than 4.99%
of the Common Shares are not included in the calculation of “ownership change” for purposes of Section 382 of the Code.
The Board believes that it is in the best interest of the Company and its stockholders that the Company provide for the protection
of the Tax Benefits by adopting the Benefit Plan.


 


For those interested
in the specific terms of the Benefit Plan, the following is a summary description. Please note, however, that this description
is only a summary and is not complete, and should be read together with the entire Benefit Plan, which will be filed by the Company
with the Securities and Exchange Commission as an exhibit to a Registration Statement on Form 8-A and a Current Report on
Form 8-K. A copy of the Benefit Plan is available free of charge from the Company.


 




    	C-1



    	 



    

 


	Distribution and Transfer of Rights; Rights Certificates:	
        The Board has declared a dividend of one Right
        for each outstanding Subject Share. Prior to the Distribution Date referred to below:

         

        ·            the
        Rights will be evidenced by and trade with the certificates for the Subject Shares (or, with respect to any uncertificated
        Subject Shares registered in book entry form, by notation in book entry), and no separate rights certificates will be
        distributed;

        ·            new
        Subject Shares certificates issued after the Record Date will contain a legend incorporating the Benefit Plan by reference (for
        uncertificated Subject Shares registered in book entry form, this legend will be contained in a notation in book entry); and

        ·            the
        surrender for transfer of any certificates for Subject Shares (or the surrender for transfer of any uncertificated Subject
        Shares registered in book entry form) will also constitute the transfer of the Rights associated with such Subject Shares.

         

        Rights will accompany any new Subject Shares
        that are issued after the Record Date.

	 	 
	Distribution Date:	
        Subject to certain exceptions specified
in the Benefit Plan, the Rights will separate from the Subject Shares and become exercisable following (i) the 10th
business day (or such later date as may be determined by the Board) after the public announcement that an Acquiring Person has
acquired beneficial ownership of 4.99% or more of the Subject Shares or (ii) the 10th business day (or such later date
as may be determined by the Board) after a person or group announces a tender or exchange offer that would result in ownership
by a person or group of 4.99% or more of the Common Shares. For the purposes of calculating beneficial ownership of Common Shares
under the Benefit Plan, each outstanding Series F Preferred Share is deemed to represent the ownership of the number of Common
Shares issuable upon conversion of such Series F Preferred Share (which, for the sake of clarity, is one share as of the date
hereof), notwithstanding any limitations on such holder’s ability to convert Series F Preferred Shares into Common Shares.
In addition, for purposes of the Benefit Plan, a person is not deemed to beneficially own any Common Shares issued or issuable
pursuant to any equity award or other stock incentive plan approved by the Board.



 




    	C-2



    	 



    

 


	 	
        The date on which the Rights separate from
        the Subject Shares and become exercisable is referred to as the “Distribution Date.”

         

        After the Distribution Date, the Company will
        mail Rights certificates to the Company’s stockholders as of the close of business on the Distribution Date and the Rights
        will become transferable apart from the Subject Shares. Thereafter, such Rights certificates alone will represent the Rights.

	 	 
	Series G Preferred Shares Purchasable Upon Exercise of Rights:	
        After the Distribution Date, each Right will
        entitle the holder to purchase, for $14.00 (the “Exercise Price”), one one-thousandth of a Series G Preferred
        Share having economic and other terms similar to that of one Common Share. This portion of a Series G Preferred Share is intended
        to give the stockholder approximately the same dividend, voting and liquidation rights as would one Common Share, and should approximate
        the value of one Common Share.

         

        More specifically, each one one-thousandth
        of a Series G Preferred Share, if issued, will:

         

        ·           not
        be redeemable;

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

        ·           entitle
        holders upon liquidation either to receive $1.00 per share or an amount equal to the payment made on one Common Share, whichever
        is greater;

        ·           have
        the same voting power as one Common Share; and

        ·           entitle
        holders to a per share payment equal to the payment made on one Common Share if the Common Shares are exchanged via merger, consolidation
        or a similar transaction.

	 	 
	Flip-In Trigger:	
        If a person or group of affiliated
or associated persons (an “Acquiring Person”) obtains beneficial ownership of 4.99% or more of the Common
Shares, except pursuant to an offer for all outstanding Common Shares that the independent members of the Board determine to be
fair and not inadequate and to otherwise be in the best interests of the Company and its stockholders after receiving advice from
one or more investment banking firms, then each Right will entitle the holder thereof to purchase, for the Exercise Price,
a number of Common Shares (or, in certain circumstances, cash, property or other securities of the Company) having a then-current
market value of twice the Exercise Price. However, the Rights are not exercisable following the occurrence of the foregoing event
until such time as the Rights are no longer redeemable by the Company, as further described below. 



 




    	C-3



    	 



    

 


	 	
        Following the occurrence of an event set forth
        in preceding paragraph, all Rights that are or, under certain circumstances specified in the Benefit Plan, were beneficially owned
        by an Acquiring Person or certain of its transferees will be null and void.

         

        Any person who, together with its affiliates
        and associates, beneficially owns 4.99% or more of the outstanding Common Shares as of the time of the first public announcement
        of the Benefit Plan (an “Exempt Person”) shall not be deemed an Acquiring Person, but only for so long
        as such person, together with its affiliates and associates, does not become the beneficial owner of any additional Common Shares
        while such person is an Exempt Person. A person will cease to be an Exempt Person if such person, together with such Person’s
        affiliates and associates, becomes the beneficial owner of less than 4.99% of the outstanding Common Shares.

	 	 
	Flip-Over Trigger:	If, after an Acquiring Person obtains 4.99% or more of the Common Shares, (i) the Company merges into another entity, (ii) an acquiring entity merges into the Company or (iii) the Company sells or transfers more than 50% of its assets, cash flow or earning power, then each Right (except for Rights that have previously been voided as set forth above) will entitle the holder thereof to purchase, for the Exercise Price, a number of shares of common stock of the person engaging in the transaction having a then-current market value of twice the Exercise Price.
	 	 
	Redemption of the Rights:	The Rights will be redeemable at the Company’s option for $0.001 per Right (payable in cash, Common Shares or other consideration deemed appropriate by the Board) at any time on or prior to the 10th business day (or such later date as may be determined by the Board) after the public announcement that an Acquiring Person has acquired beneficial ownership of 4.99% or more of the Common Shares.  Immediately upon the action of the Board ordering redemption, the Rights will terminate and the only right of the holders of the Rights will be to receive the $0.001 redemption price.  The redemption price will be adjusted if the Company undertakes a stock dividend or a stock split.


 




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	Exchange Provision:	At any time after the date on which an Acquiring Person beneficially owns 4.99% or more of the Common Shares and prior to the acquisition by the Acquiring Person of 50% of the Common Shares, the Board may exchange the Rights (except for Rights that have previously been voided as set forth above), in whole or in part, for Common Shares at an exchange ratio of one Common Share per Right (subject to adjustment).  In certain circumstances, the Company may elect to exchange the Rights for cash or other securities of the Company having a value approximately equal to one Common Share.
	 	 
	Expiration of the Rights:	The Rights expire on the earliest of (i) 5:00 p.m., New York, New York time, on the date that the votes of the stockholders of the Company, with respect to the Company’s 2015 Annual Meeting of Stockholders are certified, unless the continuation of the Rights is approved by the affirmative vote of a majority of the votes cast by holders of Common Shares and Series F Preferred Shares present in person or represented by proxy at Company’s 2015 Annual Meeting of Stockholders (or any adjournment or postponement thereof) duly held in accordance with the Company’s Amended and Restated Bylaws and applicable law (in which case clause (ii) will govern); or (ii) 5:00 p.m., New York, New York time, on May 23, 2017.
	 	 
	Amendment of Terms of Benefit Plan and Rights:	The terms of the Rights and the Benefit Plan may be amended in any respect without the consent of the holders of the Rights on or prior to the Distribution Date.  Thereafter, the terms of the Rights and the Benefit Plan may be amended without the consent of the holders of Rights in order to (i) cure any ambiguities, (ii) shorten or lengthen any time period pursuant to the Benefit Plan or (iii) make changes that do not adversely affect the interests of holders of the Rights.
	 	 
	Voting Rights; Other Stockholder Rights:	The Rights will not have any voting rights.  Until a Right is exercised, the holder thereof, as such, will have no separate rights as stockholder of the Company.
	 	 
	Anti-Dilution Provisions:	
        The Board may adjust the Exercise Price, the
        number of Series G Preferred Shares issuable and the number of outstanding Rights to prevent dilution that may occur from a stock
        dividend, a stock split or a reclassification of the Series G Preferred Shares or Subject Shares.

         

        With certain exceptions, no adjustments to
        the Exercise Price will be made until the cumulative adjustments amount to at least 1% of the Exercise Price. No fractional Series
        G Preferred Shares will be issued and, in lieu thereof, an adjustment in cash will be made based on the current market price of
        the Series G Preferred Shares.

	 	 
	Taxes:	The distribution of Rights should not be taxable for federal income tax purposes.  However, following an event that renders the Rights exercisable or upon redemption of the Rights, stockholders may recognize taxable income.


 




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