Exhibit
4.1





 


GLASSBRIDGE
ENTERPRISES, INC.


 


and


 


EQUINITI
TRUST COMPANY


 


as
Rights Agent


 


382
RIGHTS AGREEMENT


 


Dated
as of December 1, 2021


 




    	 



     


    

 


TABLE
OF CONTENTS


 


	 	 	Page
	 	 	 
	Section
    1.	Certain
    Definitions	2
	Section
    2.	Appointment
    of Rights Agent	6
	Section
    3.	Issuance
    of Rights Certificates	7
	Section
    4.	Form
    of Rights Certificates	9
	Section
    5.	Countersignature
    and Registration	10
	Section
    6.	Transfer	10
	Section
    7.	Exercise
    of Rights; Purchase Price; Expiration Date of Rights	11
	Section
    8.	Cancellation
    and Destruction of Rights Certificates	13
	Section
    9.	Reservation
    and Availability of Capital Stock	13
	Section
    10.	Preferred
    Stock Record Date	14
	Section
    11.	Adjustment
    of Purchase Price	15
	Section
    12.	Certificate
    of Adjusted Purchase Price or Number of Shares	22
	Section
    13.	Consolidation,
    Merger or Sale or Transfer of Assets, Cash Flow or Earning Power	22
	Section
    14.	Fractional
    Rights and Fractional Shares	24
	Section
    15.	Rights
    of Action	25
	Section
    16.	Agreement
    of Rights Holders	25
	Section
    17.	Rights
    Certificate Holder Not Deemed a Stockholder	26
	Section
    18.	Concerning
    the Rights Agent	26
	Section
    19.	Merger
    or Consolidation or Change of Name of Rights Agent	27
	Section
    20.	Duties
    of Rights Agent	27
	Section
    21.	Change
    of Rights Agent	29
	Section
    22.	Issuance
    of New Rights Certificates	30
	Section
    23.	Redemption
    and Termination	30
	Section
    24.	Exchange	31
	Section
    25.	Notice
    of Certain Events	32
	Section
    26.	Notices	33
	Section
    27.	Supplements
    and Amendments	33
	Section
    28.	Successors	34
	Section
    29.	Determinations
    and Actions by the Board, etc.	34
	Section
    30.	Benefits
    of this Agreement	34
	Section
    31.	Severability	34
	Section
    32.	Governing
    Law	34
	Section
    33.	Counterparts	34
	Section
    34.	Descriptive
    Headings	34


 


EXHIBITS


 


Exhibit
A — Form of Certificate of Designation, Preferences and Rights of Series A Participating Preferred Stock


Exhibit
B — Form of Rights Certificate


Exhibit
C — Form of Summary of Rights


 




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382
RIGHTS AGREEMENT


 


382
RIGHTS AGREEMENT, dated as of December 1, 2021 (this “Agreement”), between GlassBridge Enterprises, Inc., a Delaware
corporation (the “Company”), and Equiniti Trust Company, a financial services company (the “Rights Agent”).


 


WITNESSETH:


 


WHEREAS,
the Company and certain of its Subsidiaries (as hereinafter defined) have generated certain Tax Benefits (as hereinafter defined) for
United States federal income tax purposes; the Company desires to avoid an “ownership change” within the meaning of Section
382 of the Code (as hereinafter defined), and thereby preserve the Company’s current ability to utilize such Tax Benefits; and
in furtherance of such objective, the Company desires to enter into this Agreement; and


 


WHEREAS,
on August 6, 2015, the Board of Directors (the “Board”) of the Company adopted a 382 Rights Agreement, dated as of
August 7, 2015 (the “Original Rights Agreement”), between the Company (f/k/a Imation Corp.) and Wells Fargo Bank,
N.A., as Rights Agent, and the Original Rights Agreement had an initial expiration date of August 7, 2018;


 


WHEREAS,
on April 13, 2018, the Board approved the extension of the term of the Original Rights Agreement until August 7, 2021;


 


WHEREAS,
the Original Rights Agreement has expired, and the Board believes that it is in the best interests of the Company to enter into a new
382 Rights Agreement (“2021 Rights Agreement”), to preserve the Tax Benefits referred to in the Original Rights Agreement
and other purposes for which the Company entered into the Original Rights Agreement;


 


WHEREAS,
on November 30, 2021 (the “Rights Dividend Declaration Date”), the Board authorized and declared a dividend distribution
of one Right (as hereinafter defined) for each share of Common Stock (as hereinafter defined) of the Company outstanding at the close
of business on December 1, 2021 (the “Record Date”), and has authorized the issuance of one Right (as such number
may hereinafter be adjusted pursuant to the provisions of Section 11(p) hereof) for each share of Common Stock issued between the Record
Date (whether originally issued or delivered from the Company’s treasury) and the Distribution Date (as hereinafter defined), each
Right initially representing the right to purchase one one-hundredth of a share of Series A Participating Preferred Stock, par value
$0.01 per share, of the Company (the “Preferred Stock”) having the rights, powers and preferences set forth in the
form of Certificate of Designation, Preferences and Rights attached hereto as Exhibit A, upon the terms and subject to the conditions
hereinafter set forth (the “Rights”).


 




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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 Agreement, the following terms have the meanings indicated: 


 


(a)
“Acquiring Person” shall mean any Person who or which, together with all Affiliates and Associates of such
Person, is or becomes the Beneficial Owner of 4.90% or more of the Outstanding Shares, regardless whether such Person continues to be
the Beneficial Owner of 4.90% or more of the Outstanding Shares; provided, however, that an “Acquiring Person”
shall not include (i) an Exempt Person or (ii) Existing Holder. Notwithstanding the foregoing: (A) no Person shall become an “Acquiring
Person” solely as a result of (w) a reduction in the number of Outstanding Shares due to the repurchase of shares of Common Stock
by the Company for cash or any other consideration, (x) a dividend or distribution paid or made by the Company on the outstanding shares
of Common Stock or pursuant to a split or subdivision of the outstanding shares of Common Stock, (y) the exercise of any options, warrants,
rights or similar interests (or the issuance of shares of restricted stock) granted by the Company to its directors, officers and employees
and/or (z) an Exempt Transaction; and (B) if the Board determines in good faith that a Person who would otherwise be an “Acquiring
Person” has become such inadvertently, and such Person divests as promptly as practicable (as determined by the Board) or enters
into a written agreement with the Company to divest a sufficient number of shares of Common Stock, in the manner determined by the Board
in its sole discretion, so that such Person would no longer be an “Acquiring Person”, then such Person shall not be deemed
to be or have become an “Acquiring Person” at any time for any purposes of this Agreement.


 


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


 


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


 


(d)
“Agreement” shall have the meaning set forth in the preamble to this Agreement, as it may from time to time be supplemented,
amended, renewed, restated or extended pursuant to the applicable provisions hereof.


 


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


 


(i)
which such Person or any of such Person’s Affiliates or Associates, directly or indirectly, owns or has the right to acquire (whether
such right is exercisable immediately or only after the passage of time or upon the satisfaction of one or more conditions (whether or
not within the control of such Person), compliance with regulatory requirements or otherwise) pursuant to any agreement, arrangement
or understanding (whether or not in writing) or upon the exercise of conversion rights, exchange rights, other rights, warrants or options,
or otherwise; provided, however, that a Person shall not be deemed the “Beneficial Owner” of. or to
“Beneficially Own,” under this subparagraph (A) securities tendered pursuant to a tender or exchange offer made by
such Person or any of such Person’s Affiliates or Associates until such tendered securities are accepted for purchase or exchange.
(B) securities issuable upon exercise of Rights at any time prior to the occurrence of a Triggering Event or (C) securities issuable
upon exercise of Rights from and after the occurrence of a Triggering Event which 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 hereof (the “Original
Rights”) or pursuant to Section 11(i) hereof in connection with an adjustment made with respect to any Original Rights;


 




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(ii)
which such Person or any of such Person’s Affiliates or Associates, directly or indirectly, has the right to vote or dispose of
or has “beneficial ownership” of (as determined pursuant to Rule 13d-3 of the General Rules and Regulations under the Exchange
Act), including pursuant to any agreement, arrangement or understanding, whether or not in writing; provided, however,
that a Person shall not be deemed the “Beneficial Owner” of. or to “Beneficially Own,” any security under this
subparagraph (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 given 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 under the Exchange Act and (B)
is not reportable by such Person on Schedule 13D under the Exchange Act (or any comparable or successor report);


 


(iii)
which are Beneficially Owned, directly or indirectly, by any other Person (or any Affiliate or Associate thereof) with respect to which
such Person (or any of such Person’s Affiliates or Associates) has any agreement, arrangement or understanding (whether or not
in writing), for the purpose of acquiring, holding, voting (except pursuant to a revocable proxy as described in the proviso to subparagraph
(ii) of this paragraph (e)) or disposing of any voting securities of the Company; or


 


(iv)
which such Person actually owns (directly or indirectly) or would be deemed to actually or constructively own pursuant to Section 382
of the Code and the Treasury Regulations promulgated thereunder.


 


Notwithstanding
the foregoing, nothing in this paragraph (e) shall cause a Person engaged in business as an underwriter of securities to be the “Beneficial
Owner” of, or to “Beneficially Own,” any securities acquired through such Person’s participation in good faith
in a firm commitment underwriting until the expiration of forty days after the date of such acquisition, and then only if such securities
continue to be owned by such Person at such expiration of forty days.


 


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


 


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


 


(h)
“Common Stock” shall mean the Common Stock, par value $0.01 per share, of the Company or any other shares of capital
stock of the Company into which such stock shall be reclassified or changed, except that “Common Stock” when used with reference
to any Person other than the Company shall mean the capital stock of such Person with the greatest voting power, or the equity securities
or other equity interest having power to control or direct the management, of such Person.


 


(i)
“Company” shall have the meaning set forth in the preamble to this Agreement until a successor corporation or entity
shall have become such or until a Principal Party shall assume, and thereafter be liable for, all obligations and duties of the Company
hereunder pursuant to the applicable provisions of this Agreement, and thereafter, “Company” shall mean such successor or
Principal Party, respectively.


 




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(j)
“Company Bylaws” shall mean the Amended and Restated Bylaws of the Company, as the same may be amended after the date
hereof.


 


(k)
“Company Charter” shall mean the Restated Certificate of Incorporation of the Company, as the same may be amended
after the date hereof.


 


(l)
“Code” shall mean the Internal Revenue Code of 1986, as amended.


 


(m)
“Distribution Date” shall mean the earlier of (i) the Close of Business on the 10th Business Day (or such later date
as may be determined by the Board before the occurrence of the Distribution Date) after the Stock Acquisition Date or (ii) the close
of business on the 10th Business Day (or such later date as may be determined by the Board before the occurrence of the Distribution
Date) after the Tender Offer Commencement Date; provided, however, that if either of the Stock Acquisition Date or the
Tender Offer Commencement Date occurs after the date of this Agreement and on or prior to the Record Date, then the Distribution Date
shall be the Record Date.


 


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


 


(o)
“Exempt Person” shall mean the Company or any Subsidiary of the Company and any employee benefit plan of the Company,
or of any Subsidiary of the Company or any Person or entity organized, appointed or established by the Company for or pursuant to the
terms of any such plan.


 


(p)
“Exempt Transaction” shall mean any transaction that the Board determines, in its sole discretion, is exempt from
this Agreement, which determination shall be made in the sole and absolute discretion of the Board, upon request by any Person prior
to the date upon which such Person would otherwise become an Acquiring Person, including, without limitation, if the Board determines
that (i) neither the Beneficial Ownership of shares of Common Stock by such Person, directly or indirectly, as a result of such transaction
nor any other aspect of such transaction would jeopardize or endanger the availability to the Company of the Tax Benefits or (ii) such
transaction is otherwise in the best interests of the Company.


 


(q)
“Existing Holder” shall mean any Person that, as of the date hereof, is the Beneficial Owner of 4.90% or more of the
Outstanding Shares unless and until such Existing Holder acquires Beneficial Ownership of additional shares of Common Stock in an amount
in excess of 0.5% of the Outstanding Shares (other than as a result of a dividend or distribution paid or made by the Company on the
outstanding shares of Common Stock or pursuant to a split or subdivision of the outstanding shares of Common Stock) unless, upon becoming
the Beneficial Owner of such additional share(s), such Existing Holder is not then the Beneficial Owner of 4.90% or more of the then
Outstanding Shares.


 




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(r)
“Expiration Date” shall mean shall mean the earliest of (i) the Final Expiration Date, (ii) the time at which the
Rights are redeemed as provided in Section 23 hereof, (iii) the time at which the Rights are exchanged as provided in Section 24 hereof,
(iv) the date on which the Board determines in its sole discretion that this Agreement is no longer necessary for the preservation of
material valuable Tax Benefits, (v) the beginning of a taxable year of the Company to which the Board determines in its sole discretion
that no Tax Benefits may be carried forward and (vi) the date on which the Board determines in its sole discretion that this Agreement
is no longer in the best interest of the Company and its stockholders.


 


(s)
“Final Expiration Date” shall mean the date upon which the Rights expire and shall be 5:00 P.M., New York City time
on December 1, 2024, unless the Rights are previously redeemed, exchanged or terminated.


 


(t)
“Outstanding Shares” shall mean, with respect to any particular date, all of the shares of Common Stock outstanding
on such date as determined pursuant to the last sentence of Rule 13d-3 (d)( 1 )(i) of the General Rules and Regulations under the Exchange
Act.


 


(u)
“Person” shall mean any individual, firm, corporation, partnership, limited liability company, trust, association,
syndicate or other entity and includes an unincorporated group of persons who, by formal or informal agreement or arrangement (whether
or not in writing), have embarked on a common purpose or act.


 


(v)
“Preferred Stock” shall have the meaning set forth in the recitals to this Agreement, and, to the extent that there
are not a sufficient number of shares of Series A Participating Preferred Stock 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 A Participating Preferred Stock.


 


(w)
“Section 11(a)(ii) Event” shall mean any event described in Section 11(a)(ii) hereof.


 


(x)
“Section 13 Event” shall mean any event described in Section 13(a) hereof.


 


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


 


(z)
“Subsidiary” shall mean, with reference to any Person, any corporation or other entity of which an amount of securities
or other ownership interest having ordinary voting power sufficient to elect at least a majority of the directors or other Persons having
similar functions of such corporation or other entity are at the time, directly or indirectly. Beneficially Owned, or otherwise controlled
by such Person.


 


(aa)
“Tax Benefits” shall mean the net operating loss carryovers, capital loss carryovers, general business credit carryovers,
alternative minimum tax credit carryovers and foreign tax credit carryovers, as well as any loss or deduction attributable to a “net
unrealized built-in loss” within the meaning of Section 382 of the Code and the Treasury Regulations promulgated thereunder, of
the Company or any of its Subsidiaries.


 




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(bb)
“Tender Offer Commencement Date” shall mean the date that a tender or exchange offer or other


 


transaction
by any Person (other than an Exempt Person) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules
and Regulations under the Exchange Act. if. upon consummation thereof, such Person would become an Acquiring Person.


 


(cc)
“Treasury Regulations” shall mean final, temporary and proposed regulation of the Department of Treasury under
the Code and any successor regulation, including any amendments thereto.


 


(dd)
“Triggering Event” shall mean any Section 11(a)(ii) Event or any Section 13 Event.


 


(ee)
The following terms shall have the meanings defined for such terms in the Sections set forth below:


 


	Term	 	Section
	Adjustment
    Shares	 	Section
    11(a)(ii)
	Board	 	Recitals
	Common
    Stock Equivalents	 	Section
    11(a)(iii)
	Current
    Market Price	 	Section
    11(d)(i)
	Current
    Value	 	Section
    11(a)(iii)
	Equivalent
    Preferred Stock	 	Section
    11(b)
	Exchange
    Ratio	 	Section
    24(a)
	Original
    Rights	 	Section
    l(e)(i)
	Preferred
    Stock	 	Recitals
	Principal
    Party	 	Section
    13(b)
	Purchase
    Price	 	Section
    4(a)
	Record
    Date	 	Recitals
	Redemption
    Price	 	Section
    23(a)
	Rights	 	Recitals
	Rights
    Agent	 	Preamble
	Rights
    Certificate	 	Section
    3(a)
	Rights
    Dividend Declaration Date	 	Recitals
	Section
    11(a)(ii) Trigger Date	 	Section
    11(a)(iii)
	Spread	 	Section
    11(a)(iii)
	Substitution
    Period	 	Section
    11(a)(iii)
	Summary
    of Rights	 	Section
    3(b)
	Trading
    Day	 	Section
    11(d)(i)


 


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 hereof, shall prior to the Distribution Date also be the holders of
the Common Stock) 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.


 




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Section
3. Issuance of Rights Certificates. 


 


(a)
Until the Distribution Date, (i) the Rights will be evidenced (subject to the provisions of paragraphs (b) or (c) of this Section 3)
by the balances indicated in the book-entry account system of the transfer agent for the Common Stock registered in the names of the
holders of the Common Stock (which shares of Common Stock shall also be deemed to represent certificates for Rights) or, in the case
of certificated shares, the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates
for Common Stock shall also be deemed to be certificates for Rights), and not by separate certificates, and (ii) the Rights will be transferable
only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable
after the Distribution Date, the Rights Agent will send by first-class, insured, postage-prepaid mail, to each record holder of the Common
Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or
more rights certificates, in substantially the form of Exhibit B hereto (the “Rights Certificates”), evidencing one
Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number
of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates,
the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates
representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution
Date, the Rights will be evidenced solely by such Rights Certificates. The Company shall promptly notify the Rights Agent in writing
upon the occurrence of the Distribution Date. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively
for all purposes that the Distribution Date has not occurred.


 


(b)
On or as promptly as practicable after the Record Date, the Company shall send by first class, postage prepaid mail, to each record holder
of shares of Common Stock as of the Record Date a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C
(the “Summary of Rights”), at the address of such holder shown on the records of the Company as of such date.
The Company will make available 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 the Common Stock outstanding as of the Record Date, or issued subsequent to the Record Date, unless and until the
Distribution Date shall occur, the Rights will be evidenced by the balances indicated in the book-entry account system of the transfer
agent for the Common Stock or, in the case of certificated shares, such certificates for the Common Stock, and the registered holders
of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the
Expiration Date, the transfer of any shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer
of the Rights associated with such shares of Common Stock.


 




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(c)
Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or from the Company’s
treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date and shall bear the following
legends:


 


(i)
Confirmation and account statements sent to holders of shares of Common Stock in book-entry form (which shares of Common Stock shall
also be deemed to represent certificates for Rights) shall bear the following legend:


 


“The
shares of Common Stock, par value $0.01 per share, of GlassBridge Enterprises, Inc., (the “Company”) entitle the holder
hereof to certain Rights as set forth in the 382 Rights Agreement between the Company and the Rights Agent thereunder (the “Rights
Agent”) dated as of December 1, 2021, as it may be amended, restated, renewed or extended 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
offices of the Rights Agent. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate
certificates and will no longer be evidenced by the shares to which this statement relates. The Rights Agent will mail to the holder
of shares to which this statement relates a copy of the Rights Agreement, as in effect on the date of mailing, without charge, promptly
after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement. Rights Beneficially Owned
(as such term is defined in the Rights Agreement) by any Person who is. was or becomes an Acquiring Person or any Affiliate or Associate
thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent
holder, may become null and void.”


 


With
respect to shares of Common Stock in book-entry form for which there has been sent a confirmation or account statement containing the
foregoing legend, until the earlier of (A) the Distribution Date or (B) the Expiration Date, the Rights associated with the Common Stock
represented by such shares of Common Stock shall be evidenced by such shares of Common Stock alone and registered holders of Common Stock
shall also be the registered holders of the associated Rights, and the transfer of any of such shares of Common Stock shall also constitute
the transfer of the Rights associated with such shares of Common Stock.


 


(ii)
In the case of certificated shares, certificates representing shares of Common Stock (which certificates shall also be deemed to be certificates
for Rights) shall 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 the 382 Rights Agreement between GlassBridge
Enterprises, Inc., (the “Company”) and the Rights Agent thereunder (the “Rights Agent”) dated as
of December 1, 2021, as it may be amended, restated, renewed or extended 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 offices of the Rights
Agent. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and
will no longer be evidenced by this certificate. The Rights Agent will mail to the holder of this certificate a copy of the Rights Agreement,
as in effect on the date of mailing, without charge, promptly after receipt of a written request therefor. Under certain circumstances
set forth in the Rights Agreement. Rights Beneficially Owned (as such term is defined in the Rights Agreement) by any Person who is.
was or becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether
currently held by or on behalf of such Person or by any subsequent holder, may become null and void.”


 




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With
respect to such certificates containing the foregoing legend, until the earlier of (A) the Distribution Date or (B) the Expiration Date,
the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered
holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall
also constitute the transfer of the Rights associated with the Common Stock represented by such certificates.


 


Section
4. Form of Rights Certificates.


 


(a)
The Rights Certificates (and the forms of election to purchase and of assignment to be printed on the reverse thereof) shall each be
substantially in the form set forth in Exhibit B hereto and may have such marks of identification or designation and such legends, summaries
or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement,
or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation
of any stock exchange on which the Rights may from time to time be listed, or to conform to usage. Subject to the provisions of Section
11 and Section 22 hereof, the Rights Certificates, whenever distributed, shall be dated as of the Record Date and on their face shall
entitle the holders thereof to purchase such number of one one-hundredths of a share of Preferred Stock as shall be set forth therein
at the price set forth therein (such exercise price per one one-hundredth of a share, the “Purchase Price”), but the
amount and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment
as provided herein.


 


(b)
Any Rights Certificate issued pursuant to Section 3(a), Section 11(i) or Section 22 hereof that represents Rights Beneficially Owned
by (i) an Acquiring Person or any Associate or Affiliate of an Acquiring Person, (ii) a transferee of an Acquiring Person (or of any
such Associate or Affiliate) who becomes a transferee after the Acquiring Person becomes such or (iii) a transferee of an Acquiring Person
(or of any such Associate or Affiliate) who becomes a transferee prior to or concurrently with the Acquiring Person’s 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 such Acquiring Person has any continuing agreement, arrangement
or understanding (whether or not in writing) regarding the transferred Rights or (B) a transfer which the Board, in its sole discretion,
has determined is part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of Section 7(e)
hereof, and any Rights Certificate issued pursuant to Section 6 or Section 11 hereof upon transfer, exchange, replacement or adjustment
of any other Rights Certificate referred to in this sentence, shall 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 (as such terms are defined in the Rights Agreement). Accordingly, this Rights Certificate
and the Rights represented hereby may become null and void in the circumstances specified in Section 7(e) of the Rights Agreement.


 




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Section
5. Countersignature and Registration.


 


(a)
The Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, its Chief Executive Officer, its President
or any Vice President (or more senior officer) of the Company, either manually or by facsimile signature, and shall have affixed thereto
the Company’s seal or a facsimile thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either
manually or by facsimile signature. The Rights Certificates shall be countersigned by the Rights Agent, either manually or by facsimile
signature and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any
of the Rights Certificates shall cease to be such 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 such Rights Certificates had not ceased to be such officer
of the Company; and any Rights Certificates may be signed on behalf of the Company by any person who, at the actual date of the execution
of such Rights Certificate, shall be a proper officer of the Company to sign such Rights Certificate, although at the date of the execution
of this Rights Agreement any such person was not such an officer.


 


(b)
Following the Distribution Date, the Rights Agent will keep, or cause to be kept, at its principal office or offices designated as the
appropriate place for surrender of Rights Certificates upon exercise or transfer, books for registration and transfer of the Rights Certificates
issued hereunder. Such books shall 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 and the date of each of the Rights Certificates.


 


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


 


(a)
Subject to the provisions of Section 4(b), Section 7(e) and Section 14 hereof, at any time after the Close of Business on the Distribution
Date, and at or prior to the Close of Business on the Expiration Date, any Rights Certificate or Certificates (other than Rights Certificates
representing Rights that may have been exchanged pursuant to Section 24 hereof) may be transferred, split up, combined or exchanged for
another Rights Certificate or Certificates, entitling the registered holder to purchase a like number of one one-hundredths of a share
of Preferred Stock (or, following a Triggering Event, Common Stock, other securities, cash or other assets, as the case may be), as the
Rights Certificate or Certificates surrendered then entitles 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 or Certificates shall make such request
in writing delivered to the Rights Agent and shall surrender the Rights Certificate or Certificates to be transferred, split up, combined
or exchanged at the principal office or offices of the Rights Agent designated for such purpose. Neither the Rights Agent nor the Company
shall be obligated to take any action whatsoever with respect to the transfer of any such surrendered Rights Certificate until the registered
holder shall have completed and signed the certificate contained in the form of assignment on the reverse side of such Rights Certificate
and shall have provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or
Associates thereof as the Company shall reasonably request. Thereupon the Rights Agent shall, subject to Section 4(b), Section 7(e),
Section 14, and Section 24 hereof, countersign and deliver to the Person entitled thereto a Rights Certificate or Rights Certificates,
as the case may be. as so requested. The Company 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 Rights Certificates.


 




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(b)
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 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 execute and deliver a new Rights Certificate of like tenor to the Rights Agent
for countersignature and delivery to the registered owner in lieu of the Rights Certificate so lost, stolen, destroyed, or mutilated.


 


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


 


(a)
Subject to Section 7(e), hereof at any time on or after the Distribution Date (or, if the Distribution Date is the Record Date, 10 Business
Days after the Distribution Date), but prior to the Expiration Date, the registered holder of any Rights Certificate may exercise the
Rights evidenced thereby (except as otherwise provided herein, including the restrictions on exercisability set forth in Section 9(c),
Section 11(a)(iii), and Section 23(a) hereof) in whole or in part upon surrender of the Rights Certificate, with the form of election
to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of
the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price with respect to the total number
of one one-hundredths of a share of Preferred Stock (or other securities, cash or other assets, as the case may be) as to which such
surrendered Rights are then exercisable


 


(b)
The Purchase Price for each one one-hundredth of a share of Preferred Stock pursuant to the exercise of a Right initially shall be $1,000.00,
shall be subject to adjustment from time to time as provided in Section 11 and Section 13(a) hereof, and shall be payable in accordance
with paragraph (c) below.


 


(c)
Upon receipt of a Rights Certificate representing exercisable Rights, with the form of election to purchase and the certificate duly
executed, accompanied by payment, with respect to each Right so exercised, of the Purchase Price per one one-hundredth of a share of
Preferred Stock (or other shares, securities, cash or other assets, as the case may be) to be purchased as set forth below and an amount
equal to any applicable transfer tax, the Rights Agent shall, subject to Section 7(f) and Section 20(k) hereof, thereupon promptly (i)
(A) requisition from any transfer agent of the shares of Preferred Stock (or make available, if the Rights Agent is the transfer agent
for such shares) certificates for the total number of one one-hundredths of a share of Preferred Stock to be purchased and the Company
hereby irrevocably authorizes its transfer agent to comply with all such requests or (B) if the Company shall have elected to deposit
the total number of shares of Preferred Stock issuable upon exercise of the Rights hereunder with a depositary agent, requisition from
the depositary agent depositary receipts representing such number of one one-hundredths of a share of Preferred Stock as are to be purchased
(in which case certificates for the shares of Preferred Stock represented by such receipts shall be deposited by the transfer agent with
the depositary agent), and the Company will direct the depositary agent to comply with such request, (ii) requisition from the Company
the amount of cash, if any, to be paid in lieu of fractional shares in accordance with Section 14 hereof, (iii) after receipt of such
certificates or depositary receipts, cause the same to be delivered to or, upon the order of the registered holder of such Rights Certificate,
registered in such name or names as may be designated by such holder, and (iv) after receipt thereof, deliver such cash, if any, to or
upon the order of the registered holder of such Rights Certificate. The payment of the Purchase Price (as such amount may be reduced
pursuant to Section 11(a)(iii) hereof) shall be made in cash or by certified bank check or bank draft payable to the order of the Company.
In the event that the Company is obligated to issue other securities (including Common Stock) of the Company, pay cash, and/or distribute
other property pursuant to Section 11(a) hereof, the Company will make all arrangements necessary so that such other securities, cash
and/or other property are available for distribution by the Rights Agent, if and when appropriate. The Company reserves the right to
require, prior to the occurrence of a Triggering Event, that, upon any exercise of Rights, a number of Rights be exercised so that only
whole shares of Preferred Stock would be issued.


 




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(d)
In case the registered holder of any Rights Certificate shall exercise fewer than all the Rights evidenced thereby, a new Rights Certificate
evidencing the Rights remaining unexercised shall 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 or names as may be designated by such holder, subject to the provisions of
Section 14 hereof.


 


(e)
Notwithstanding anything in this Agreement to the contrary, from and after the first occurrence of a Section 11(a)(ii) Event, any Rights
Beneficially Owned by (i) an Acquiring Person (or an Associate or Affiliate of an Acquiring Person), (ii) a transferee of an Acquiring
Person (or of any such Associate or Affiliate) who becomes a transferee after the Acquiring Person becomes such or (iii) a transferee
of an Acquiring Person (or of any such Associate or Affiliate) 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 which the Board has determined
is part of a plan, arrangement or understanding which has as a primary purpose or effect of the avoidance of this Section 7(e), shall
become null and void without any further action and no holder of such Rights shall have any rights whatsoever with respect to such Rights,
whether under any provision of this Agreement or otherwise. The Company shall use all reasonable efforts to insure that the provisions
of this Section 7(e) and Section 4(b) hereof are complied with, but shall have no liability to any holder of Rights Certificates or any
other Person as a result of its failure to make any determinations with respect to an Acquiring Person or any of its Affiliates, Associates
or transferees hereunder.


 




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(f)
Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake
any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless such
registered holder shall have (i) completed and signed the certificate contained in the form of election to purchase set forth on the
reverse side of the Rights Certificate surrendered for such exercise and (ii) provided such additional evidence of the identity of the
Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates of such Beneficial Owner as the Company shall reasonably request.


 


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


 


Section
9. Reservation and Availability of Capital Stock.


 


(a)
The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred
Stock (and, following the occurrence of a Triggering Event, out of its authorized and unissued shares of Common Stock and/or other securities
or out of its authorized and issued shares held in its treasury), the number of shares of Preferred Stock (and, following the occurrence
of a Triggering Event, Common Stock and/or other securities) that, as provided in this Agreement including Section 11(a)(iii) hereof,
will be sufficient to permit the exercise in full of all outstanding Rights.


 


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


 


(c)
The Company shall use its best efforts to (i) file, as soon as practicable following the earliest date after the first occurrence of
a Section 11(a)(ii) Event on which the consideration to be delivered by the Company upon exercise of the Rights has been determined in
accordance with Section 11(a)(iii) hereof, a registration statement under the 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 Act)
until the earlier of (A) the date as of which the Rights are no longer exercisable for such securities and (B) the date of the expiration
of the Rights. 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. The Company may temporarily suspend, for a
period of time not to exceed 90 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. Upon any such suspension, the
Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a
public announcement at such time as the suspension has been rescinded. In addition, if the Company shall determine that a registration
statement is required following the Distribution Date, the Company may temporarily suspend the exercisability of the Rights until such
time as a registration statement has been declared effective. Notwithstanding any provision of this Agreement to the contrary, the Rights
shall not be exercisable in any jurisdiction if the requisite qualification in such jurisdiction shall not have been obtained, the exercise
thereof shall not be permitted under applicable law or a registration statement shall not have been declared effective.


 




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(d)
The Company covenants and agrees that it will take all such action as may be necessary to ensure that all one one-hundredths of a share
of Preferred Stock (and. following the occurrence of a Triggering Event, Common Stock and/or other securities) delivered upon exercise
of Rights shall, at the time of delivery of the certificates for such shares (subject to payment of the Purchase Price), be duly and
validly authorized and issued and fully paid and nonassessable.


 


(e)
The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges
which may be payable in respect of the issuance or delivery of the Rights Certificates and of any certificates for a number of one one-hundredths
of a share of Preferred Stock (or Common Stock and/or other securities, as the case may be) upon the exercise of Rights. The Company
shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Rights Certificates
to a Person other than, or the issuance or delivery of a number of one one-hundredths of a share of Preferred Stock (or Common Stock
and/or other securities, as the case may be) in respect of a name other than that of the registered holder of the Rights Certificates
evidencing Rights surrendered for exercise, nor shall the Company be required to issue or deliver any certificates (or make any entries
in the book-entry account system of the transfer agent) for a number of one one-hundredths of a share of Preferred Stock (or Common Stock
and/or other securities, as the case may be) in a name other than that of the registered holder upon the exercise of any Rights until
such tax shall have been paid (any such tax being payable by the holder of such Rights Certificates at the time of surrender) or until
it has been established to the Company’s satisfaction that no such tax is due.


 


Section
10. Preferred Stock Record Date. Each person in whose name any certificate or entry in the book-entry account system of the transfer
agent for a number of one one-hundredths of a share of Preferred Stock (or Common Stock and/or other securities, as the case may be)
is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of such fractional shares
of Preferred Stock (or Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate or entry
in the book-entry account system shall be dated the date upon which the Rights Certificate evidencing such Rights was duly surrendered
and payment of the Purchase Price (and all applicable transfer taxes) was made; provided, however, that if the date of such surrender
and payment is a date upon which the Preferred Stock (or Common Stock and/or other securities, as the case may be) transfer books are
closed, such Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate
or entry in the book-entry account system shall be dated, the next succeeding Business Day on which the Preferred Stock (or Common Stock
and/or other securities, as the case may be) transfer books are open. Prior to the exercise of the Rights evidenced thereby, the holder
of a Rights Certificate shall not be entitled to any rights of a stockholder of the Company with respect to shares for which the Rights
shall be exercisable, including the right to vote, to receive dividends or other distributions, or to exercise any preemptive rights,
and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein. 


 




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


 


(a)
(i) In the event the Company shall at any time after the date of this Agreement (A) declare a dividend on the Preferred Stock payable
in shares of Preferred Stock, (B) subdivide or split the outstanding shares of Preferred Stock, (C) combine or consolidate the outstanding
shares of Preferred Stock into a smaller number of shares, through a reverse stock split or otherwise or (D) issue any shares of its
capital stock in a reclassification of the Preferred Stock (including any such reclassification in connection with a consolidation or
merger in which the Company is the continuing or surviving corporation), except as otherwise provided in this Section 11(a) and Section
7(e) hereof, the Purchase 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 shares of Preferred Stock or capital stock, as the
case may be. issuable on such date, shall be proportionately adjusted so that the holder of any Right exercised after such time shall
be entitled to receive, upon payment of the Purchase Price then in effect, the aggregate number and kind of shares of Preferred Stock
or capital stock, as the case may be. which, if such Right had been exercised immediately prior to such date and at a time when the Preferred
Stock transfer books of the Company were open, such holder would have owned upon such exercise and been entitled to receive by virtue
of such dividend, subdivision, split, combination, consolidation or reclassification; provided that in no event shall the consideration
to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company issuable
upon the exercise of one Right. If an event occurs which would require an adjustment under both this Section 11(a)(i) and Section 11(a)(ii)
hereof, the adjustment provided for in this Section 11(a)(i) shall be in addition to, and shall be made prior to, any adjustment required
pursuant to Section 11(a)(ii) hereof.


 


(ii)
In the event any Person shall, at any time after the Rights Dividend Declaration Date, become an Acquiring Person, unless the event causing
such Person to become an Acquiring Person is a transaction set forth in Section 13(a) hereof, then, promptly following the later of the
occurrence of such event and the Record Date, proper provision shall be made so that each holder of a Right (except as provided below
and in Section 7(e) hereof) shall thereafter have the right to receive, upon exercise thereof at the then current Purchase Price in accordance
with the terms of this Agreement, in lieu of a number of one one-hundredths of a share of Preferred Stock, such number of shares of Common
Stock of the Company as shall equal the result obtained by (x) multiplying the then current Purchase Price by the then number of one
one-hundredths of a share of Preferred Stock for which a Right was exercisable immediately prior to the first occurrence of a Section
11(a)(ii) Event and (y) dividing that product (which, following such first occurrence, shall thereafter be referred to as the “Purchase
Price” for each Right and for all purposes of this Agreement) by 50% of the Current Market Price per share of Common Stock
on the date of such first occurrence (such number of shares, the “Adjustment Shares”).


 




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(iii)
In the event that the number of treasury shares and shares of Common Stock which are authorized by the Company Charter, but not outstanding
or reserved for issuance for purposes other than upon exercise of the Rights, is not sufficient to permit the exercise in full of the
Rights in accordance with the foregoing subparagraph (ii) of this Section 11(a), the Company shall (A) determine the value of the Adjustment
Shares issuable upon the exercise of a Right (the “Current Value”) and (B) with respect to each Right (subject to
Section 7(e) hereof), make adequate provision to substitute for the Adjustment Shares, upon the exercise of a Right and payment of the
applicable Purchase Price, (1) cash, (2) a reduction in the Purchase Price, (3) Common Stock or other equity securities of the Company
(including shares, or units of shares, of preferred stock, such as the Preferred Stock, which the Board has deemed to have essentially
the same value or economic rights as shares of Common Stock (such shares of preferred stock being referred to as “Common Stock
Equivalents”)), (4) debt securities of the Company, (5) other assets or (6) any combination of the foregoing, having an aggregate
value equal to the Current Value (less the amount of any reduction in the Purchase 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; provided, however,
that if the Company shall not have 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) and (y) being referred to herein as the “Section 11(a)(ii) Trigger Date”),
then the Company shall be obligated to deliver, upon the surrender for exercise of a Right and without requiring payment of the Purchase
Price, shares of Common Stock (to the extent available) and then, if necessary, cash, which shares and/or cash have an aggregate value
equal to the Spread. For purposes of the preceding sentence, the term “Spread” shall mean the excess of (i) the Current
Value over (ii) the Purchase Price. If the Board determines in good faith that it is likely that sufficient additional shares of Common
Stock could be authorized for issuance upon exercise in full of the Rights, the 30-day period set forth above may be extended to the
extent necessary, but not more than 90 days after the Section 11(a)(ii) Trigger Date, in order that the Company may seek stockholder
approval for the authorization of such additional shares (such 30-day period, as it may be extended, is herein called the “Substitution
Period”). To the extent that the Company determines that action should be taken pursuant to the first and/or third sentences
of this Section 11(a)(iii), the Company (1) shall provide, subject to Section 7(e) hereof, that such action shall apply uniformly to
all outstanding Rights and (2) may suspend the exercisability of the Rights until the expiration of the Substitution Period in order
to seek such stockholder approval for such authorization of additional shares and/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 shall issue
a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement
at such time as the suspension is no longer in effect. For purposes of this Section 11(a)(iii), the value of each Adjustment Share shall
be the Current Market Price per share of the Common Stock on the Section 11(a)(ii) Trigger Date and the per share or per unit value of
any Common Stock Equivalent shall be deemed to equal the Current Market Price per share of the Common Stock on such date.


 




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


 


(c)
In case the Company shall fix a record date for a distribution to all holders of Preferred Stock (including any such distribution made
in connection with a consolidation or merger in which the Company is the continuing corporation) of cash (other than a regular quarterly
cash dividend out of the earnings or retained earnings of the Company), assets (other than a dividend payable in Preferred Stock, but
including any dividend payable in stock other than Preferred Stock) or evidences of indebtedness or of subscription rights or warrants
(excluding those referred to in Section 11(b) hereof), the Purchase Price to be in effect after such record date shall be determined
by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the
Current Market Price per share of Preferred Stock on such record date, less the fair market value (as determined in good faith by the
Board, whose determination shall be described in a statement filed with the Rights Agent) of the portion of the cash, assets or evidences
of indebtedness so to be distributed or of such subscription rights or warrants applicable to a share of Preferred Stock, and the denominator
of which shall be such Current Market Price per share of Preferred Stock; provided that in no event shall the consideration to
be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company issuable upon
the exercise of one Right. Such adjustments shall be made successively whenever such a record date is fixed, and in the event that such
distribution is not so made, the Purchase Price shall be adjusted to be the Purchase Price which would have been in effect if such record
date had not been fixed.


 




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(d)
(i) For the purpose of any computation hereunder, other than computations made pursuant to Section 11(a) (iii) hereof, the “Current
Market Price” per share of Common Stock on any date shall be deemed to be the average of the daily closing prices per share
of such Common Stock for the 30 consecutive Trading Days immediately prior to such date, and for purposes of computations made pursuant
to Section 11(a)(iii) hereof, the Current Market Price per share of Common Stock on any date shall be deemed to be the average of the
daily closing prices per share of such Common Stock for the 10 consecutive Trading Days immediately following such date; provided,
however, that in the event that the Current Market Price per share of the Common Stock is determined during a period following the
announcement by the issuer of such Common Stock of (A) a dividend or distribution on such Common Stock payable in shares of such Common
Stock or securities convertible into shares of such Common Stock (other than the Rights) or (B) any subdivision, combination, consolidation,
reverse stock split or reclassification of such Common Stock, and the ex-dividend date for such dividend or distribution, or the record
date for such subdivision, combination, consolidation, reverse stock split or reclassification shall not have 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 Market Price shall
be properly adjusted to take into account ex-dividend trading. The closing price for each day shall be the last sale price, regular way.
or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported
by the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock
Exchange or, if the shares of Common Stock are not listed or admitted to trading on the New York Stock Exchange, as reported in the principal
consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the
shares of Common Stock are listed or admitted to trading or, if the shares of Common Stock are not listed or admitted to trading on any
national securities exchange, the last quoted price or, if on such date the shares of Common Stock are not so quoted or reported, the
average of the high bid and low asked prices in the over-the-counter market as reported by any system then in use, or, if not so quoted,
the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Common Stock selected
by the Board. The term “Trading Day” shall mean a day on which the principal national securities exchange on which
the shares of Common Stock are listed or admitted to trading is open for the transaction of business or, if the shares of Common Stock
are not listed or admitted to trading on any national securities exchange, a Business Day. If on any such date the Common Stock is not
so listed, traded, quoted or reported and no such market maker is making a market in the shares of Common Stock, Current Market Price
per share shall mean the fair value per share as determined in good faith by the Board, whose determination shall be described in a statement
filed with the Rights Agent and shall be conclusive for all purposes.


 




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(ii)
For the purpose of any computation hereunder, the Current Market Price per share of Preferred Stock shall be determined in the same manner
as set forth above for the Common Stock in clause (i) of this Section 11(d) (other than the last sentence thereof). If the Current Market
Price per share of Preferred Stock cannot be determined in the manner provided above, or if the Preferred Stock is not publicly held
or listed or traded in a manner described in clause (i) of this Section 11(d), the Current Market Price per share of Preferred Stock
shall be conclusively deemed to be an amount equal to 100 (as such number may be appropriately adjusted for such events as stock splits,
stock dividends and recapitalizations with respect to the Common Stock occurring after the date of this Agreement) multiplied by the
Current Market Price per share of the Common Stock. If neither the Common Stock nor the Preferred Stock is publicly held or so listed
or traded, Current Market Price per share of the Preferred Stock shall mean the fair value per share as determined in good faith by the
Board, whose determination shall be described in a statement filed with the Rights Agent and shall be conclusive for all purposes.


 


(e)
Anything herein to the contrary notwithstanding, no adjustment in the Purchase Price shall be required unless such adjustment would require
an increase or decrease of at least 1% in the Purchase Price; provided, however, that any adjustments which by reason of this
Section 11(e) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations
under this Section 11 shall be made to the nearest cent or to the nearest one-hundredth of a share of Common Stock or other share or
one-millionth of a share of Preferred Stock, as the case may be. Notwithstanding the first sentence of this Section 11(e), any adjustment
required by this Section 11 shall be made no later than the earlier of (i) 3 years from the date of the transaction which mandates such
adjustment or (ii) the Expiration Date.


 


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


 


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


 


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


 




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


 


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


 


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


 


(l)
In any case in which this Section 11 shall require that an adjustment in the Purchase Price be made effective as of a record date for
a specified event, the Company may elect to defer until the occurrence of such event the issuance to the holder of any Right exercised
after such record date the number of one one-hundredths of a share of Preferred Stock and other capital stock or securities of the Company,
if any, issuable upon such exercise over and above the number of one one-hundredths of a share of Preferred Stock and other capital stock
or securities of the Company, if any, issuable upon such exercise on the basis of the Purchase Price in effect prior to such adjustment;
provided, however, that the Company shall deliver to such holder a due bill or other appropriate instrument evidencing such holder’s
right to receive such additional shares (fractional or otherwise) or securities upon the occurrence of the event requiring such adjustment.


 




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(m)
Anything in this Section 11 to the contrary notwithstanding, the Company shall be entitled to make such reductions in the Purchase Price,
in addition to those adjustments expressly required by this Section 11, as and to the extent that the Board in its sole discretion shall
determine to be advisable in order that any (i) consolidation or subdivision of the Preferred Stock, (ii) issuance wholly for cash of
any shares of Preferred Stock at less than the Current Market Price, (iii) issuance wholly for cash of shares of Preferred Stock or securities
which by their terms are convertible into or exchangeable for shares of Preferred Stock, (iv) stock dividends, or (v) issuance of rights,
options or warrants referred to in this Section 11, hereafter made by the Company to holders of its Preferred Stock, shall not be taxable
to such stockholders.


 


(n)
The Company covenants and agrees that it shall not, at any time after the Distribution Date, (i) consolidate with any other Person (other
than a Subsidiary of the Company in a transaction which complies with Section 11(o) hereof), (ii) merge with or into any other Person
(other than a Subsidiary of the Company in a transaction which complies with Section 11(o) hereof) or (iii) sell or transfer (or permit
any Subsidiary to sell or transfer), in one transaction, or a series of related transactions, assets, cash flow or earning power aggregating
more than 50% of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other
than the Company and/or any of its Subsidiaries in one or more transactions each of which complies with Section 11(o) hereof), if (x)
at the time of or immediately after such consolidation, merger or sale there are any rights, warrants or other instruments or securities
outstanding or agreements in effect which would substantially diminish or otherwise eliminate the benefits intended to be afforded by
the Rights or (y) prior to. simultaneously with or immediately after such consolidation, merger or sale, the stockholders of the Person
who constitutes, or would constitute, the “Principal Party” for purposes of Section 13(a) hereof shall have received a distribution
of Rights previously owned by such Person or any of its Affiliates and Associates.


 


(o)
The Company covenants and agrees that, after the Distribution Date, it will not, except as permitted by Section 23 or Section 27 hereof,
take (or permit any Subsidiary to take) any action if at the time such action is taken it is reasonably foreseeable that such action
will diminish substantially or otherwise eliminate the benefits intended to be afforded by the Rights.


 


(p)
Anything in this Agreement to the contrary notwithstanding, in the event that the Company shall at any time after the Rights Dividend
Declaration Date and prior to the Distribution Date (i) declare a dividend on the outstanding shares of Common Stock payable in shares
of Common Stock, (ii) subdivide the outstanding shares of Common Stock, or (iii) combine the outstanding shares of Common Stock into
a smaller number of shares, through a reverse stock split or otherwise, the number of Rights associated with each share of Common Stock
then outstanding, or issued or delivered thereafter, but prior to the Distribution Date, shall be proportionately adjusted so that the
number of Rights thereafter associated with each share of Common Stock following any such event shall equal the result obtained by multiplying
the number of Rights associated with each share of Common Stock immediately prior to such event by a fraction, the numerator which shall
be the total number of shares of Common Stock outstanding immediately prior to the occurrence of the event, and the denominator of which
shall be the total number of shares of Common Stock outstanding immediately following the occurrence of such event.


 




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Section
12. Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in and Section 13 hereof,
the Company shall (a) promptly prepare a certificate setting forth such adjustment and a brief statement of the facts accounting for
such adjustment, (b) promptly file with the Rights Agent, and with each transfer agent for the Preferred Stock and the Common Stock,
a copy of such certificate, and (c) if a Distribution Date has occurred, mail a brief summary thereof to each holder of a Rights Certificate
(or, if prior to the Distribution Date, to each holder of a share of Common Stock) in accordance with Section 26 hereof. Notwithstanding
the immediately preceding sentence, the failure of the Company to make such certification or give such notice shall not affect the validity
of such adjustment or the force or effect of the requirement for such adjustment. The Rights Agent shall be fully protected in relying
on any such certificate and on any adjustment therein contained.


 


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


 


(a)
In the event that, following the Stock Acquisition Date, directly or indirectly, (x) the Company shall consolidate with or merge with
and into, any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o) hereof), and the
Company shall not be the continuing or surviving corporation of such consolidation or merger, (y) any Person (other than a Subsidiary
of the Company in a transaction which complies with Section 11(o) hereof) shall consolidate with, or merge with or into, the Company,
and the Company shall be the continuing or surviving corporation of such consolidation or merger, and, in connection with such consolidation
or merger, all or part of the outstanding shares of Common Stock shall be changed into or exchanged for stock or other securities of
any other Person or cash or any other property, or (z) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries
shall sell or otherwise transfer), in one transaction or a series of related transactions, assets, cash flow, or earning power aggregating
more than 50% of the assets, cash flow, or earning power of the Company and its Subsidiaries (taken as a whole) to any Person or Persons
(other than the Company or any Subsidiary of the Company in one or more transactions each of which complies with Section 11(o) hereof)
(each event referred to in clauses (x)-(z), a “Section 13 Event”), then, and in each such case, proper provision shall
be made so that: (i) each holder of a Right, except as provided in Section 7(e) hereof, shall thereafter have the right to receive, upon
the exercise thereof at the then current Purchase Price, in accordance with the terms of this Agreement, such number of validly authorized
and issued, fully paid, non-assessable and freely tradeable shares of Common Stock of the Principal Party (as such term is hereinafter
defined), not subject to any liens, encumbrances, rights of first refusal, or other adverse claims, as shall be equal to the result obtained
by (1) multiplying the then current Purchase Price by the number of one one-hundredths of a share of Preferred Stock 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-hundredths of a share for which a Right was exercisable
immediately prior to the first occurrence of a Section 11(a)(ii) Event by the Purchase 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,
shall be referred to as the “Purchase Price” for each Right and for all purposes of this Agreement) by 50% of the Current
Market Price (determined pursuant to Section 11(d)(i) hereof) per share of the Common Stock of such Principal Party on the date of consummation
of such Section 13 Event; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event,
all the obligations and duties of the Company pursuant to this Agreement; (iii) the term “Company” shall thereafter be deemed
to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal
Party following the first occurrence of a Section 13 Event; (iv) such Principal Party shall take such steps (including the reservation
of a sufficient number of shares of its Common Stock) in connection with the consummation of any such transaction as may be necessary
to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its shares of Common
Stock thereafter deliverable upon the exercise of the Rights; and (v) the provisions of Section 11(a)(ii) hereof shall be of no effect
following the first occurrence of any Section 13 Event.


 




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(b)
“Principal Party” shall mean:


 


(i)
in the case of any transaction described in clause (x) or (y) of the first sentence of Section 13(a) hereof, the Person that is the issuer
of any securities into which shares of Common Stock of the Company are converted in such merger or consolidation, and if no securities
are so issued, the Person that is the other party to such merger or consolidation; and


 


(ii)
in the case of any transaction described in clause (z) of the first sentence of Section 13(a) hereof, 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; provided,
however, that in any such case, (1) if the Common Stock of such Person is not at such time and has not been continuously over the
preceding 12 month period registered under Section 12 of the Exchange Act, and such Person is a direct or indirect Subsidiary of another
Person the Common Stock of which is and has been so registered, “Principal Party” shall refer to such other Person, and (2)
in case such Person is a Subsidiary, directly or indirectly, of more than one Person, the Common Stock of two or more of which are and
have been so registered, “Principal Party” shall refer to whichever of such Persons is the issuer of the Common Stock having
the greatest aggregate market value.


 


(c)
The Company shall not consummate any such consolidation, merger, sale or transfer unless the Principal Party shall have a sufficient
number of authorized shares of its Common Stock which have not been issued or reserved for issuance to permit the exercise in full of
the Rights in accordance with this Section 13, and unless prior thereto the Company and such Principal Party shall have executed and
delivered to the Rights Agent an agreement confirming that the requirements of Section 13(a) and Section 13(b) hereof shall promptly
be performed in accordance with their terms and further providing that, as soon as practicable after the date of any consolidation, merger,
sale, or transfer mentioned in paragraph (a) of this Section 13, the Principal Party will:


 


(i)
prepare and file a registration statement under the Act, with respect to the Rights and the securities purchasable upon exercise of the
Rights on an appropriate form, and will use its best efforts to cause such registration statement to (A) become effective as soon as
practicable after such filing and (B) remain effective (with a prospectus at all times meeting the requirements of the Act) until the
Expiration Date;


 




    	23



     


    

  


(ii)
take all such other action as may be necessary to enable the Principal Party to issue the securities purchasable upon exercise of the
Rights, including the registration or qualification of such securities under all requisite securities laws of jurisdictions of the various
states and the listing of such securities on such exchanges and trading markets as may be necessary or appropriate; and


 


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


 


(d)
The provisions of this Section 13 shall similarly apply to successive mergers or consolidations or sales or other transfers. In the event
that a Section 13 Event shall occur at any time after the occurrence of a Section 11(a)(ii) Event, the Rights which have not theretofore
been exercised shall thereafter become exercisable in the manner described in Section 13(a).


 


Section
14. Fractional Rights and Fractional Shares.


 


(a)
The Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereof,
or to distribute Rights Certificates which evidence fractional Rights. In lieu of issuing such fractional Rights, the Company shall 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 market value of a whole Right. For purposes of this Section 14(a), the current market
value of a whole Right shall be the closing price of the Rights (as determined pursuant to the second sentence of Section 11(d)(i) hereof)
for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable.


 


(b)
The Company shall not be required to issue fractions of shares of Preferred Stock (other than fractions which are integral multiples
of one one-hundredth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence fractional
shares of Preferred Stock (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock). In
lieu of fractional shares of Preferred Stock that are not integral multiples of one one-hundredth of a share of Preferred Stock, the
Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in
cash equal to the same fraction of the current market value of one one-hundredth of a share of Preferred Stock. For purposes of this
Section 14(b), the current market value of one one-hundredth of a share of Preferred Stock shall be one one-hundredth of the closing
price of a share of Preferred Stock (as determined pursuant to the second sentence of Section 11(d)(ii) hereof) for the Trading Day immediately
prior to the date of such exercise.


 




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(c)
Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of shares of Common Stock upon exercise
of the Rights or to distribute certificates which evidence fractional shares of Common Stock. In lieu of fractional shares of Common
Stock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided
an amount in cash equal to the same fraction of the current market value of one share of Common Stock. For purposes of this Section 14(c),
the current market value of one share of Common Stock shall be the closing price per share of Common Stock (as determined pursuant to
the second sentence of Section 11(d)(i) hereof) on the Trading Day immediately prior to the date of such exercise.


 


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


 


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


 


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 be transferable only in connection with the transfer of shares of Common Stock;


 


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


 


(c)
subject to Section 6(a) and Section 7(f) hereof, the Company and the Rights Agent may deem and treat the person in whose name a Rights
Certificate (or, prior to the Distribution Date, the associated balance indicated in the book-entry account system of the transfer agent
for the Common Stock or, in the case of certificated shares, the associated Common Stock certificate) 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 balance indicated in the book-entry account system of the transfer agent for the Common Stock or, in the case of certificated
shares, the associated Common Stock certificate, 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 the last sentence of Section 7(e) hereof, shall be required to be affected by
any notice to the contrary; and


 




    	25



     


    

 


(d)
notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any
holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any
preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental,
regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any
governmental authority, prohibiting or otherwise restraining performance of such obligation; provided, however, the Company
must use its reasonable best efforts to have any such order, decree, or ruling lifted or otherwise overturned as soon as possible.


 


Section
17. Rights Certificate Holder Not Deemed a Stockholder. No holder, as such, of any Rights Certificate shall be entitled to vote,
receive dividends, or be deemed for any purpose the holder of the number of one one-hundredths of a share of Preferred Stock or any other
securities of the Company which may at any time be issuable on the exercise of the Rights represented thereby, nor shall anything contained
herein or in any 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 provided in Section 25 hereof), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced
by such Rights Certificate shall have been exercised in accordance with the provisions hereof. 


 


Section
18. Concerning the Rights Agent.


 


(a)
The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time,
on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution
of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for,
and to hold it harmless against, any loss, liability or expense, incurred without gross negligence or willful misconduct (each as determined
by a court of competent jurisdiction) on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection
with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability
in the premises.


 


(b)
The Rights Agent shall be protected and shall incur no liability for or in respect of any action taken, suffered or omitted by it in
connection with its administration of this Agreement in reliance upon any Rights Certificate or the balance indicated in the book-entry
account system of the transfer agent for the Common Stock or, in the case of certificated shares, certificate for Common Stock or for
other securities of the Company, any instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice,
direction, consent, certificate, statement or other paper or document believed by it to be genuine and to be signed, executed and, where
necessary, verified or acknowledged, by the proper Person or Persons.


 




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


 


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


 


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


 


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


 


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


 


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


 




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(c)
The Rights Agent shall be liable hereunder only for its own gross negligence or willful misconduct (each as determined by a court of
competent jurisdiction), provided, however, that the Rights Agent shall, under no circumstances, be liable for indirect,
consequential, special or punitive damages hereunder. Anything herein to the contrary notwithstanding, any liability of the Rights Agent
under this Agreement will be limited in the aggregate to an amount equal to three times the amount of fees paid by the Company to the
Rights Agent.


 


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


 


(e)
The Rights Agent shall not be under any responsibility in respect of the validity of this Agreement or the execution and delivery hereof
(except the due execution hereof by the Rights Agent) or in respect of the validity or execution of any Rights Certificate (except its
countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement
or in any Rights Certificate; nor shall it be responsible for any adjustment required under the provisions of Section 11, Section 13
or Section 24 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of
facts that would require any such adjustment (except with respect to the exercise of Rights evidenced by Rights Certificates after actual
notice of any such adjustment); nor shall it, by any act hereunder, be deemed to make any representation or warranty as to the authorization
or reservation of any shares of Common Stock or Preferred Stock to be issued pursuant to this Agreement or any Rights Certificate or
as to whether any shares of Common Stock or Preferred Stock will, when so issued, be validly authorized and issued, fully paid and nonassessable.


 


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


 


(g)
The Rights Agent is hereby authorized and directed to accept instructions with respect to the performance of its duties hereunder from
the Chairman of the Board, the Chief Executive Officer, the Chief Financial Officer, or the Secretary of the Company, and to apply to
such officers for advice or instructions in connection with its duties, and it shall not be liable for any action taken or suffered to
be taken by it in good faith in accordance with instructions of any such officer.


 


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


 




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


 


(j)
No provision of this Agreement shall require the Rights Agent to expend or risk its own funds or otherwise incur any financial liability
in the performance of any of its duties hereunder (other than internal costs incurred by the Rights Agent in providing services to the
Company in the ordinary course of its business as Rights Agent) or in the exercise of its rights if there shall be reasonable grounds
for believing that repayment of such funds or adequate indemnification against such risk or liability is not reasonably assumed to it.


 


(k)
If, with respect to any Rights Certificate surrendered to the Rights Agent for exercise or transfer, the certificate attached to the
form of assignment or form of election to purchase, as the case may be, has either not been properly completed or indicates an affirmative
response to clause (1) and/or (2) thereof, the Rights Agent shall not take any further action with respect to such requested exercise
or transfer without first consulting with, and receiving written instruction from, the Company.


 


Section
21. Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this
Agreement upon 30 days’ notice in writing mailed to the Company, and to each transfer agent of the Common Stock and Preferred Stock,
by registered or certified mail, and, if such resignation occurs after the Distribution Date, to the registered holders of the Rights
Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days’ notice in
writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and
Preferred Stock, by registered or certified mail, and, if such removal occurs after the Distribution Date, to the holders of the Rights
Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company
shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after giving
notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights
Agent or by the holder of a Rights Certificate (who shall, with such notice, submit his Rights Certificate for inspection by the Company),
then any registered holder of any Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights
Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a legal business entity organized
and doing business under the laws of the United States or any State thereof, in good standing, having an office in the State of New York,
which is authorized under such laws to exercise corporate trust, stock transfer, or stockholder services powers and which has at the
time of its appointment as Rights Agent a combined capital and surplus of at least $50,000,000 or (b) an affiliate of a legal business
entity described in clause (a) of this sentence. After appointment, the successor Rights Agent shall be vested with the same powers,
rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor
Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and
deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment,
the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock and the
Preferred Stock, and, if such appointment occurs after the Distribution Date, mail a notice thereof in writing to the registered holders
of the Rights Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect
the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case
may be.


 




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Section
22. Issuance of New Rights Certificates. Notwithstanding any of the provisions of this Agreement or of the Rights to the
contrary, 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 Purchase Price and the number or kind or class of shares or other securities or property purchasable
under the Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance
or sale of shares of Common Stock following the Distribution Date and prior to the redemption or expiration of the Rights, the Company
(a) shall, with respect to shares of Common Stock so issued or sold pursuant to the exercise of stock options or under any employee plan
or arrangement, granted or awarded as of the Distribution Date, or upon the exercise, conversion or exchange of securities hereinafter
issued by the Company and (b) 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 (i) no such Rights Certificate
shall be issued if, and to the extent that, the Company shall be advised by counsel that such issuance would create a significant risk
of material adverse tax consequences to the Company or the Person to whom such Rights Certificate would be issued, and (ii) no such Rights
Certificate shall be issued if, and to the extent that, appropriate adjustment shall otherwise have been made in lieu of the issuance
thereof.


 


Section
23. Redemption and Termination.


 


(a)
The Board may, at its option, at any time prior to the earlier of (i) the Distribution Date or (ii) 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 or similar transaction occurring after the date hereof (such redemption price being
hereinafter referred to as the “Redemption Price”). Notwithstanding anything contained in this Agreement to the contrary,
the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company’s right
of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based
on the Current Market Price, as defined in Section 11(d)(i) hereof, of the Common Stock at the time of redemption) or any other form
of consideration deemed appropriate by the Board.


 


(b)
Immediately upon the action of the Board ordering the redemption of the Rights pursuant to Section 23(a) above, evidence of which shall
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 shall be to receive the Redemption Price for each Right so held. Promptly after
the action of the Board ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and
the holders of the then outstanding Rights by mailing such notice to all such holders at each holder’s last address as it appears
upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common
Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice.
Each such notice of redemption will state the method by which the payment of the Redemption Price will be made.


 




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Section
24. Exchange.


 


(a)
The Board may. at its option, at any time after the Stock Acquisition Date, exchange all or part of the then outstanding and exercisable
Rights (which shall not include Rights that have become void pursuant to Section 7(e) hereof or Rights that have been exercised pursuant
to Section 7 hereof) for Common Stock at an exchange ratio of one share of Common Stock per Right, appropriately adjusted to reflect
any stock split, stock dividend, or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred
to as the “Exchange Ratio”). Notwithstanding the foregoing, the Board shall not be empowered to effect such
exchange at any time after any Person (other than an Exempt Person), together with all Affiliates and Associates of such Person, becomes
the Beneficial Owner of 50% or more of the Outstanding Shares.


 


(b)
Immediately upon the action of the Board ordering the exchange of any Rights pursuant to subsection (a) of this Section 24, and without
any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder
of such Rights shall be to receive that number of shares of Common Stock equal to the number of such Rights held by such holder multiplied
by the Exchange Ratio. The Company shall promptly give public notice of any such exchange; provided, however, that the failure
to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any
such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent.
Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such
notice of exchange will state the method by which the exchange of the Common Stock for Rights will be effected and. in the event of any
partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number
of Rights (other than Rights which have become void pursuant to the provisions of Section 7(e) hereof) held by each holder of Rights.


 


(c)
In any exchange pursuant to this Section 24, the Company, at its option, may substitute Preferred Stock (or Equivalent Preferred Stock,
as such term is defined in Section 11(b) hereof) for Common Stock exchangeable for Rights, at the initial rate of one one-hundredth of
a share of Preferred Stock (or Equivalent Preferred Stock) for each share of Common Stock, as appropriately adjusted to reflect stock
splits, stock dividends and other similar transactions after the date hereof.


 




    	31



     


    

 


(d)
In the event that there shall not be sufficient shares of Common Stock issued but not outstanding or authorized but unissued to permit
any exchange of Rights as contemplated in accordance with this Section 24, the Company shall take all such action as may be necessary
to authorize additional shares of Common Stock for issuance upon exchange of the Rights.


 


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


 


Section
25. Notice of Certain Events.


 


(a)
In case the Company shall propose, at any time after the Distribution Date, (i) to pay any dividend payable in stock of any class to
the holders of Preferred Stock or to make any other distribution to the holders of Preferred Stock (other than a regular quarterly cash
dividend out of earnings or retained earnings of the Company), or (ii) to offer to the holders of Preferred Stock rights or warrants
to subscribe for or to purchase any additional shares of Preferred Stock or shares of stock of any class or any other securities, rights
or options, or (iii) to effect any reclassification of its Preferred Stock (other than a reclassification involving only the subdivision
of outstanding shares of Preferred Stock), or (iv) to effect any consolidation or merger into or with any other Person (other than a
Subsidiary of the Company in a transaction which complies with Section 11(o) hereof), or to effect any sale or other transfer (or to
permit one or more of its Subsidiaries to effect any sale or other transfer), in one 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
or Persons (other than the Company and/or any of its Subsidiaries in one or more transactions each of which complies with Section 11(o)
hereof), or (v) to effect the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall give
to each holder of a Rights Certificate, to the extent feasible and in accordance with Section 26 hereof, a notice of such proposed action,
which shall specify the record date for the purposes of such stock dividend, distribution of rights or warrants, or the date on which
such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of
participation therein by the holders of the shares of Preferred Stock, if any such date is to be fixed, and such notice shall be so given
in the case of any action covered by clause (i) or (ii) above at least 20 days prior to the record date for determining holders of the
shares of Preferred Stock for purposes of such action, and in the case of any such other action, at least 20 days prior to the date of
the taking of such proposed action or the date of participation therein by the holders of the shares of Preferred Stock, whichever shall
be the earlier.


 


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


 




    	32



     


    

 


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


 


GlassBridge
Enterprises, Inc.

411 East 57th Street, Suite 1-A

New York, New York 10022

Attention: Corporate Secretary


 


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


 


Equiniti
Trust Company

1110 Centre Pointe Curve, Suite 101

Mendota Heights, MN 55210

Attention: Account Management Team


 


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


 


Section
27. Supplements and Amendments. Prior to the Distribution Date, the Company and the Rights Agent shall, if the Company so directs,
supplement or amend any provision of this Agreement without the approval of any holders of the Rights. From and after the Distribution
Date, the Company and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any
holders of Rights Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which
may be defective or inconsistent with any other provisions herein or (iii) to change or supplement the provisions hereunder in any manner
which the Company may deem necessary or desirable and which shall not adversely affect the interests of the holders of Rights Certificates
(other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person). Upon the delivery of a certificate from an appropriate
officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the
Rights Agent shall execute such supplement or amendment. Prior to the Distribution Date, the interests of the holders of Rights shall
be deemed coincident with the interests of the holders of Common Stock. Notwithstanding anything herein to the contrary, this Agreement
may not be amended (other than pursuant to clauses (i) or (ii) of the second preceding sentence) at a time when the Rights are not redeemable.
Notwithstanding anything herein to the contrary, the Rights Agent may, but shall not be obligated to, enter into any supplement or amendment
that affects the Rights Agent’s own rights, duties, obligations or immunities under this Agreement.


 




    	33



     


    

 


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


 


Section
29. Determinations and Actions by the Board, etc. The Board shall have the exclusive power and authority to administer this Agreement
and to exercise all rights and powers specifically granted to the Board or as may be necessary or advisable in the administration of
this Agreement, including the right and power to (i) interpret the provisions of this Agreement and (ii) make all determinations deemed
necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend
the Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all
omissions with respect to the foregoing) which are done or made by the Board in good faith, shall (x) be final, conclusive and binding
on the Company, the Rights Agent, the holders of the Rights and all other parties and (y) not subject the Board or any of the directors
on the Board to any liability to the holders of the Rights.


 


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


 


Section
31. Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction
or other authority to be invalid, void, or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this
Agreement shall remain in full force and effect and shall in no way be affected, impaired, or invalidated; provided, however,
that notwithstanding anything in this Agreement to the contrary, 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 Agreement would adversely affect the purpose or effect of this Agreement, the right of redemption set forth in Section
23 hereof shall be reinstated and shall not expire until the Close of Business on the 10th Business Day following the date of such determination
by the Board. Without limiting the foregoing, if any provision requiring a specific group of directors of the Company to act is held
by any court of competent jurisdiction or other authority to be invalid, void, or unenforceable, such determination shall then be made
by the Board in accordance with applicable law and the Company Charter and the Company Bylaws.


 


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


 


Section
33. Counterparts. This Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes
be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.


 


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


 


[Signature
page follows.]


 




    	34



     


    

 


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


 


	 	GLASSBRIDGE
    ENTERPRISES, INC.
	 	 	 
	 	By:
    	/s/
    Daniel Strauss
	 	Name:
    	Daniel
    Strauss
	 	Title:
    	Chief
    Executive Officer
	 	 	 
	 	EQUINITI
    TRUST COMPANY
	 	 	 
	 	By:	/s/
    Martin J. Knapp
	 	Name:	Martin
    J. Knapp
	 	Title:
    	SVP,
                                            Relationship Director



 




    	[Signature Page to 382 Rights Agreement]



     


    

 


Exhibit
A


 


FORM
OF


CERTIFICATE
OF DESIGNATIONS, PREFERENCES AND RIGHTS


 


OF


 


SERIES
A PARTICIPATING PREFERRED STOCK


 


OF


 


GLASSBRIDGE
ENTERPRISES, INC.


 


Pursuant
to Section 151 of the General Corporation Law


 


of
the State of Delaware


 


GlassBridge
Enterprises, Inc., a Delaware corporation (the “Corporation”), pursuant to the provisions of Sections 103 and 151
of the General Corporation Law of the State of Delaware, does hereby state and certify that pursuant to the authority vested in the Board
of Directors of the Corporation (the “Board”) by the Amended and Restated Certificate of Incorporation of the Corporation,
the Board on November 30, 2021, duly adopted the following resolutions creating a series of Preferred Stock designated as Series A Participating
Preferred Stock:


 


RESOLVED,
that pursuant to the authority vested in the Board in accordance with the provisions of its Restated Certificate of Incorporation, a
series of Preferred Stock of the Corporation be and hereby is created, and that the designation and amount thereof and the voting powers,
preferences and relative, participating, optional and other special rights of the shares of such series, and the qualifications, limitations
or restrictions thereof are as follows:


 


Section
1. Designation and Amount. The shares of such series shall be designated as “Series A Participating Preferred Stock”
and the number of shares constituting such series shall be 5,000. Such number of shares may be increased or decreased by resolution of
the Board; provided, that no decrease shall reduce the number of shares of Series A 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 conversion of any outstanding securities issued by the Corporation convertible into Series A Participating
Preferred Stock.


 




    	 



     


    

 


Section
2. Dividends and Distributions.


 


(A)
Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock ranking prior and superior to
the shares of Series A Participating Preferred Stock with respect to dividends, the holders of shares of Series A 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 March, June, September and December in each year (each such date being referred to herein as a “Quarterly
Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction
of a share of Series A Participating Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a)
$0.10 or (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends,
and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend
payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared
on the common stock, par value $0.01 per share, of the Corporation (the “Common Stock”), since the immediately preceding
Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share
or fraction of a share of Series A Participating Preferred Stock. In the event the Corporation shall at any time after the Rights Dividend
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, through a reverse stock split or otherwise, into a smaller number of shares, then in each
such case the amount to which holders of shares of Series A Participating Preferred Stock were entitled immediately prior to such event
under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction the numerator of which is the number
of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock
that were outstanding immediately prior to such event.


 


(B)
The Corporation shall declare a dividend or distribution on the Series A Participating Preferred Stock as provided in Paragraph (A) of
this Section 2 immediately after it declares a dividend or distribution on the Common Stock (other than a dividend payable in shares
of Common Stock); provided that, in the event no dividend or distribution shall have been declared on the Common Stock during
the period between any Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date, a dividend of $0.10 per
share on the Series A 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 A Participating Preferred Stock from the Quarterly
Dividend Payment Date next preceding the date of issue of such shares of Series A Participating Preferred Stock, unless the date of issue
of such shares is prior to the record date for the first Quarterly Dividend Payment Date, in which case dividends on such shares shall
begin to accrue from the date of issue of such shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a date
after the record date for the determination of holders of shares of Series A Participating Preferred Stock entitled to receive a quarterly
dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends shall begin to accrue and be cumulative
from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends paid on the shares of Series
A 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 A Participating Preferred Stock entitled to receive payment of a dividend or
distribution declared thereon, which record date shall be no more than 30 days prior to the date fixed for the payment thereof.


 




    	A-2



     


    

 


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


 


(A)
Subject to the provision for adjustment hereinafter set forth, each share of Series A Participating Preferred Stock shall entitle the
holder thereof to 100 votes on all matters submitted to a vote of the stockholders of the Corporation. In the event the Corporation shall
at any time after the Rights Dividend 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, through a reverse
stock split or otherwise, then in each such case the number of votes per share to which holders of shares of Series A 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 or by law, the holders of shares of Series A 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)
(i) If at any time dividends on any Series A Participating Preferred Stock shall be in arrears in an amount equal to six quarterly dividends
thereon, the occurrence of such contingency shall mark the beginning of a period (herein called a “default period”)
which shall extend until such time when all accrued and unpaid dividends for all previous quarterly dividend periods and for the current
quarterly dividend period on all shares of Series A 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 the Series A 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 A Participating Preferred Stock may be exercised initially at a
special meeting called pursuant to Paragraph (C)(iii) of this Section 3 or at any annual meeting of stockholders, and thereafter at annual
meetings of stockholders; provided that such voting right shall not be exercised unless the holders of 10% 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,
to elect two directors. If the number which may be so elected at any special meeting does not amount to the required number, the holders
of the 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 the 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 A Participating Preferred Stock.


 




    	A-3



     


    

 


(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 Chairman of the Board, Chief Executive Officer, or the 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 (C)(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 (C)(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 (x) 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 (y) any vacancy
in the Board may (except as provided in Paragraph (C)(ii) of this Section 3) be filled by vote of a majority of the remaining directors
theretofore elected by the holders of the class of stock which elected the director whose office shall have become vacant. References
in this Paragraph (C) of this Section 3 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 (y) of the foregoing sentence.


 


(v)
Immediately upon the expiration of a default period, (x) the right of the holders of Preferred Stock as a class to elect directors shall
cease, (y) the term of any directors elected by the holders of Preferred Stock as a class shall terminate, and (z) the number of directors
shall be such number as may be provided for in the certificate of incorporation or bylaws irrespective of any increase made pursuant
to the provisions of Paragraph (C)(ii) of this Section 3 (such number being subject, however, to change thereafter in any manner provided
by law or in the certificate of incorporation or bylaws). Any vacancies in the Board effected by the provisions of clauses (y) and (z)
in the preceding sentence may be filled by a majority of the remaining directors.


 


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


 




    	A-4



     


    

 


Section
4. Certain Restrictions. (A) Whenever quarterly dividends or other dividends or distributions payable on the Series A Participating
Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether
or not declared, on shares of Series A 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 A Participating Preferred
Stock;


 


(ii)
declare or pay dividends on or make any other distributions on any shares of stock ranking on a parity (either as to dividends or upon
liquidation, dissolution, or winding up) with the Series A Participating Preferred Stock, except dividends paid ratably on the Series
A 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)
except as provided in Paragraph (A)(iv) of this Section 4, 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 A Participating Preferred
Stock; provided 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 A Participating Preferred Stock; or


 


(iv)
purchase or otherwise acquire for consideration any shares of Series A Participating Preferred Stock, or any shares of stock ranking
on a parity (either as to dividends or upon liquidation, dissolution, or winding up) with the Series A 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 and classes, shall determine in good faith will result in fair and equitable treatment among the respective series
or classes.


 


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


 




    	A-5



     


    

 


Section
5. Reacquired Shares. Any shares of Series A 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 Restated Certificate
of Incorporation, or in any other Certificate of Designations creating a series of preferred stock or similar stock of the Company or
as otherwise required by law.


 


Section
6. 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 A Participating
Preferred Stock unless, prior thereto, the holders of shares of Series A Participating Preferred Stock shall have received an amount
equal to $100 per share of Series A 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 A Liquidation Preference”). Following the
payment of the full amount of the Series A Liquidation Preference, no additional distributions shall be made to the holders of shares
of Series A 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 A Liquidation Preference
by (ii) 100 (as appropriately adjusted as set forth in Paragraph (C) of this Section 6 to reflect such events as stock splits, stock
dividends, and recapitalizations with respect to the Common Stock) (such number in clause (ii), the “Adjustment Number”).
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. Following the payment of the full amount of the Series A Liquidation
Preference and the Common Adjustment in respect of all outstanding shares of Series A Participating Preferred Stock and Common Stock,
respectively, holders of Series A 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 A Liquidation Preference
and the liquidation preferences of all other series of Preferred Stock, if any, which rank on a parity with the Series A Participating
Preferred Stock, then such remaining assets shall be distributed ratably to the holders of the Series A Participating Preferred Stock
and such parity shares in proportion to their respective liquidation preferences.


 


(C)
In the event the Corporation shall at any time after the Rights Dividend 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, through a reverse stock split or otherwise, then in each such case the Adjustment Number in effect immediately prior
to such event shall be adjusted by multiplying such Adjustment Number by a fraction the numerator of which is the number of shares of
Common Stock outstanding immediately after such event, and the denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.


 




    	A-6



     


    

 


Section
7. Consolidation, Merger, etc. In case the Corporation shall enter into any consolidation, merger, combination or other transaction
in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash and/or any other property, then
in any such case the shares of Series A Participating Preferred Stock shall at the same time be similarly exchanged or changed in an
amount per share (subject to the provision for adjustment hereinafter set forth) equal to 100 times the aggregate amount of stock, securities,
cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is changed or
exchanged. In the event the Corporation shall at any time after the Rights Dividend 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, through a reverse stock split or otherwise, then in each such case the amount set forth in the preceding
sentence with respect to the exchange or change of shares of Series A Participating Preferred Stock shall be adjusted by multiplying
such amount by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and
the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.


 


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


 


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


 


Section
10. Amendment. At any time when any shares of Series A Participating Preferred Stock are outstanding, neither the Restated Certificate
of Incorporation of the Corporation nor this Certificate of Designation shall be amended in any manner which would materially alter or
change the powers, preferences or special rights of the Series A Participating Preferred Stock so as to affect them adversely without
the affirmative vote of the holders of a majority of the outstanding shares of Series A Participating Preferred Stock, voting separately
as a class.


 


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


 


IN
WITNESS WHEREOF, this Certificate of Designations, Preferences and Rights is executed on behalf of the Corporation by its duly authorized
officer on November 30, 2021.


 


	 	GLASSBRIDGE
    ENTERPRISES, INC.
	 	 	 
	 	By:	 
	 	Name:	Daniel
    Strauss
	 	Title:	Chief
    Executive Officer


 




    	A-7



     


    

 


Exhibit
B


 


Form
of Rights Certificate


 


Certificate
No. R-                  Rights


 


NOT
EXERCISABLE AFTER 5:00 P.M., NEW YORK CITY TIME ON December 1, 2024, UNLESS THE RIGHTS ARE PREVIOUSLY REDEEMED, EXCHANGED OR TERMINATED.
THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF THE COMPANY, AT $0.001 PER RIGHT ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT.
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 RIGHTS AGREEMENT) AND ANY SUBSEQUENT HOLDER OF SUCH RIGHTS MAY BECOME NULL AND VOID. [IF APPLICABLE,
THE FOLLOWING LEGEND SHALL REPLACE THE PRECEDING SENTENCE -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 (AS SUCH TERMS ARE DEFINED
IN THE RIGHTS AGREEMENT). ACCORDINGLY, THIS RIGHTS CERTIFICATE AND THE RIGHTS REPRESENTED HEREBY MAY BECOME NULL AND VOID IN THE CIRCUMSTANCES
SPECIFIED IN SECTION 7(e) OF SUCH AGREEMENT.]


 


Rights
Certificate


 


GlassBridge
Enterprises, 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 382 Rights Agreement, dated as of December 1, 2021 (the “Rights
Agreement”), as it may be amended, restated, renewed or extended from time to time, between GlassBridge Enterprises, Inc.,
a Delaware corporation (the “Company”), and Equiniti Trust Company, a financial services company (the “Rights
Agent”), to purchase from the Company at any time prior to 5:00 P.M., New York City time on December 1, 2024, unless the Rights
are previously redeemed, exchanged or terminated, at the office or offices of the Rights Agent designated for such purpose, or its successors
as Rights Agent, one one-hundredth of a fully paid, non-assessable share of Series A Participating Preferred Stock (the “Preferred
Stock”) of the Company, at a purchase price of $1,000.00 per one one-hundredth of a share (the “Purchase 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 shares which may be purchased upon exercise thereof) set
forth above, and the Purchase Price per share set forth above, are the number and Purchase Price as of December 1, 2021, based on the
Preferred Stock as constituted at such date. The Company reserves the right to require prior to the occurrence of a Triggering Event
(as such term is defined in the Rights Agreement) that a number of Rights be exercised so that only whole shares of Preferred Stock will
be issued.


 




    	B-1



     


    

 


Upon
the occurrence of a Section 11(a)(ii) Event (as such term is defined in the Rights Agreement), if the Rights evidenced by this Rights
Certificate are Beneficially Owned by (i) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person (as such terms
are defined in the Rights Agreement), (ii) a transferee of any such Acquiring Person, Associate or Affiliate or (iii) under certain circumstances
specified in the Rights Agreement, a transferee of a person who. after such transfer, became an Acquiring Person or an Affiliate or Associate
of an Acquiring Person, 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.


 


As
provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which
may be purchased upon the exercise of the Rights evidenced by this Rights Certificate, are subject to modification and adjustment upon
the happening of certain events, including Triggering Events (as defined in the Rights Agreement).


 


This
Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions
are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full
description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the
holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights
under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above- mentioned
office of the Rights Agent and are also available upon written request to the Rights Agent.


 


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 aggregate number of one one-hundredths of a share of Preferred Stock as the Rights evidenced by the Rights Certificate
or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part,
the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole
Rights not exercised.


 


Subject
to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at any
time prior to the earlier of (A) the Distribution Date (as such term is defined in the Rights Agreement) and (B) the Final Expiration
Date (as such term is defined in the Rights Agreement), at a redemption price of $0,001 per Right. Such Rights may also be exchanged
by the Company in whole or in part for shares of Common Stock as provided in the Rights Agreement.


 


No
fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which
are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by
depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. The Company, at its election,
may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issued.


 


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


 


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


 




    	B-2



     


    

 


WITNESS
the facsimile signature of the proper officers of the Company.


 


Dated
as of _____.             ________


 


 


	ATTEST:	 	GlassBridge
    Enterprises, Inc.
	 	 	 	 
	 		 	By:	
	 	Secretary	 	 	Daniel
    Strauss, Chief Executive Officer
	 	 	 	 	 
	Countersigned:	 	 	 
	 	 	 	 	 
	Equiniti
    Trust Company	 	 	 
	 	 	 	 	 
	By:		 	 	 
	 	Authorized
    Signature	 	 	 


 




    	B-3



     


    

 


[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 and address of transferee)	 


 


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


 





	 	 	
	 	 	Signature
	Signature
    Medallion Guaranteed:	 	 


 


CERTIFICATE


 


The
undersigned hereby certifies by checking the appropriate boxes that:


 


(1)
this Rights Certificate [  ] is [  ] is not being sold, assigned and transferred by or on behalf of a Person who
is or was an Acquiring Person or an Affiliate or Associate of any such Acquiring Person (as such terms are defined pursuant to the Rights
Agreement);


 


(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 or an Affiliate or Associate of an Acquiring Person.


 


	Dated:
    __________, ________	 	
	 	 	Signature
	 	 	 
	Signature
    Medallion Guaranteed:	 	 


 


NOTICE


 


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


 




    	B-4



     


    

 


FORM
OF ELECTION TO PURCHASE

(To be executed if holder desires to exercise Rights

represented by the Rights Certificate.)


 


To:
GLASSBRIDGE ENTERPRISES, INC.


 


The
undersigned hereby irrevocably elects to exercise _________Rights represented by this Rights
Certificate to purchase the shares of Preferred Stock issuable upon the exercise of the Rights (or such other securities of the Company
or of any other person which may be issuable upon the exercise of the 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 the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance 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:	 	 


 




    	B-5



     


    

 


CERTIFICATE


 


The
undersigned hereby certifies by checking the appropriate boxes that:


 


(1)
the Rights evidenced by this Rights Certificate [ ] are [ ] are not being exercised by or on behalf of a Person who is or was an Acquiring
Person or an Affiliate or Associate of any such Acquiring Person (as such terms are defined pursuant to the Rights Agreement);


 


(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 became an Acquiring Person or an Affiliate or Associate of an Acquiring Person.


 


	Dated:
    __________, ________	 	
	 	 	Signature
	 	 	 
	Signature
    Medallion Guaranteed:	 	 


 


NOTICE


 


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


 




    	B-6



     


    

 





Exhibit
C


FORM
OF

SUMMARY OF RIGHTS TO PURCHASE

STOCK UNDER 382 RIGHTS AGREEMENT


 


On
November 30, 2021, the Board of Directors (the “Board”) of GlassBridge Enterprises, Inc., (the “Company”)
authorized and declared a dividend distribution of one right (a “Right”) for each outstanding share of Common Stock, par
value $0.01 per share, of the Company (the “Common Stock”), to stockholders of record at the close of business on
December 1, 2021 (the “Record Date”). Each Right entitles the registered holder to purchase from the Company a unit
consisting of one one-hundredth of a share (a “Unit”) of Series A Participating Preferred Stock, par value $0.01 per
share (the “Preferred Stock”) at a purchase price of $1,000.00 per Unit, subject to adjustment (the “Purchase
Price”). The description and terms of the Rights are set forth in a 382 Rights Agreement, dated as of December 1, 2021 (the
“Rights Agreement”), by and between the Company and Equiniti Trust Company, a financial services company,
as Rights Agent. The Rights are intended to avoid an “ownership change” within the meaning of Section 382 of the Internal
Revenue Code of 1986, as amended (the “Code”), and thereby preserve the current ability of the Company to utilize
certain net operating loss carryovers and other tax benefits of the Company and its subsidiaries (the “Tax Benefits”).


 


Initially,
the Rights will be attached to the shares of Common Stock underlying the balances indicated in the book-entry account system of the transfer
agent for the Common Stock or, in the case of certificated shares, all Common Stock certificates representing shares then outstanding,
and no separate rights certificates (“Rights Certificates”) will be distributed. Subject to certain exceptions specified
in the Rights Agreement, the Rights will separate from the Common Stock and a distribution date (a “Distribution Date”)
will occur upon the earlier of (i) 10 business days (or such later date as the Board shall determine) following a public announcement
that a person or group of affiliated or associated persons has become an Acquiring Person (as described below) or (ii) 10 business days
(or such later date as the Board shall determine) following the commencement of a tender offer, exchange offer or other transaction that,
upon consummation thereof, would result in a person or group of affiliated or associated persons becoming an Acquiring Person. Until
the Distribution Date. (A) the Rights will be evidenced by the balances indicated in the book-entry account system of the transfer agent
for the Common Stock registered in the names of the holders of the Common Stock or, in the case of certificated shares, the Common Stock
certificates, and will be transferred with and only with such shares or, in the case of certificated shares, the Common Stock certificates,
(B) confirmation and account statements sent to the holders of shares of Common Stock in book-entry form or, in the case of certificated
shares, new Common Stock certificates issued after the Record Date, will contain a notation incorporating the Rights Agreement by reference,
and (C) the transfer of any shares of Common Stock or, in the case of certificated shares, certificates for Common Stock, outstanding
will also constitute the transfer of the Rights associated with such shares of Common Stock or, in the case of certificated shares, the
Common Stock represented by such certificates. Pursuant to the Rights Agreement, the Company reserves the right to require prior to the
occurrence of a Triggering Event (as defined below) that, upon any exercise of Rights, a number of Rights be exercised so that only whole
shares of Preferred Stock will be issued.


 




    	C-1



     


    

 


An
Acquiring Person is any person or group of affiliated or associated persons who is or becomes the beneficial owner of 4.90% or more of
the outstanding shares of Common Stock other than as a result of repurchases of stock by the Company, dividends or distributions by the
Company, stock issued under certain benefit plans or certain inadvertent actions by stockholders. Beneficial ownership is determined
as provided in the Rights Agreement and generally includes, without limitation, any ownership of securities a Person would be deemed
to actually or constructively own for purposes of Section 382 of the Code or the Treasury Regulations promulgated thereunder. The Rights
Agreement provides that the following shall not be deemed an Acquiring Person for purposes of the Rights Agreement: (i) the Company or
any Subsidiary of the Company and any employee benefit plan of the Company, or of any Subsidiary of the Company, or any Person or entity
organized, appointed or established by the Company for or pursuant to the terms of any such plan or (ii) any person that, as of December
1, 2021, is the beneficial owner of 4.90% or more of the outstanding shares of Common Stock (such person, an “Existing Holder”)
unless and until such Existing Holder acquires beneficial ownership of additional shares of Common Stock in an amount in excess of 0.5%
of the outstanding shares of Common Stock (other than pursuant to a dividend or distribution paid or made by the Company on the outstanding
shares of Common Stock or pursuant to a split or subdivision of the outstanding shares of Common Stock) and after such acquisition is
the beneficial owner of 4.90% or more of the then outstanding shares of Common Stock.


 


The
Rights Agreement provides that a Person shall not become an Acquiring Person for purpose of the Rights Agreement in a transaction that
the Board determines, in its sole discretion, is exempt from the Rights Agreement, which determination shall be made in the sole and
absolute discretion of the Board, upon request by any Person prior to the date upon which such Person would otherwise become an Acquiring
Person, including, without limitation, if the Board determines that (i) neither the beneficial ownership of shares of Common Stock by
such Person, directly or indirectly, as a result of such transaction nor any other aspect of such transaction would jeopardize or endanger
the availability to the Company of the Tax Benefits or (ii) such transaction is otherwise in the best interests of the Company.


 


The
Rights are not exercisable until the Distribution Date and will expire on the earliest of (i) 5:00 P.M., New York City time on December
1, 2024 (the “Final Expiration Date”), (ii) the time at which the Rights are redeemed or exchanged as provided in
the Rights Agreement, (iii) the date on which the Board determines in its sole discretion that this Agreement is no longer necessary
for the preservation of material valuable Tax Benefits, (iv) the beginning of a taxable year of the Company to which the Board determines
in its sole discretion that no Tax Benefits may be carried forward and (v) the date on which the Board determines in its sole discretion
that the Rights Agreement is no longer in the best interest of the Company and its stockholders.


 


As
soon as practicable after the Distribution Date, Rights Certificates will be mailed to holders of record of the Common Stock as of the
close of business on the Distribution Date, and, thereafter, the separate Rights Certificates alone will represent the Rights.


 


In
the event that a person or group of affiliated or associated persons becomes an Acquiring Person, each holder of a Right will thereafter
have the right to receive, upon exercise on or after the Distribution Date, Common Stock (or, in certain circumstances, cash, property
or other securities of the Company) having a value equal to two times the exercise price of the Right. Notwithstanding any of the foregoing,
following the occurrence of the event set forth in this paragraph, all Rights that are, or (under certain circumstances specified in
the Rights Agreement) were, beneficially owned by any Acquiring Person will be null and void.


 




    	C-2



     


    

 


For
example, at an exercise price of $1,000.00 per Right, each Right not owned by an Acquiring Person (or by certain related parties) following
the event set forth in the preceding paragraph would entitle its holder to purchase $2,000.00 worth of Common Stock (or other consideration,
as noted above) for $1,000.00. Assuming that the Common Stock had a per share value of $200.00 at such time, the holder of each valid
Right would be entitled to purchase six shares of Common Stock for $600.00.


 


In
the event that, at any time following the first date of public announcement that a person has become an Acquiring Person or that discloses
information which reveals the existence of an Acquiring Person or such earlier date as a majority of the Board becomes aware of the existence
of an Acquiring Person (any such date, the “Stock Acquisition Date”), (i) the Company engages in a merger or other
business combination transaction in which the Company is not the surviving corporation, (ii) the Company engages in a merger or other
business combination transaction in which the Company is the surviving corporation and the Common Stock of the Company is changed or
exchanged, or (iii) 50% or more of the Company’s assets, cash flow, or earning power is sold or transferred, each holder of a Right
(except Rights which have previously been voided as set forth above) shall thereafter have the right to receive, upon exercise, Common
Stock of the acquiring company having a value equal to two times the Purchase Price. The events set forth in this paragraph and in the
second preceding paragraph are referred to as the “Triggering Events.”


 


At
any time after a the Stock Acquisition Date and prior to the acquisition by such person or group of 50% or more of the “outstanding
shares” of Common Stock, the Board may exchange the Rights (other than Rights owned by such person or group which have become void),
in whole or in part, for Common Stock or Preferred Stock at an exchange ratio of one share of Common Stock, or one one-hundredth of a
share of Preferred Stock (or of a share of a class or series of the Company’s preferred stock having equivalent rights, preferences
and privileges), per Right (subject to adjustment).


 


The
Purchase Price payable, and the number of Units of Preferred Stock or other securities or property issuable, upon exercise of the Rights
are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination
or reclassification of, the Preferred Stock, (ii) if holders of the Preferred Stock are granted certain rights or warrants to subscribe
for Preferred Stock or convertible securities at less than the current market price of the Preferred Stock or (iii) upon the distribution
to holders of the Preferred Stock of evidences of indebtedness or assets (excluding regular quarterly cash dividends) or of subscription
rights or warrants (other than those referred to above).


 


With
certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments amount to at least 1% of the Purchase
Price. No fractional Units will be required to be issued and, in lieu thereof, an adjustment in cash will be made based on the market
price of the Preferred Stock on the last trading date prior to the date of exercise.


 




    	C-3



     


    

 


At
any time until the earlier of (A) the Distribution Date or (B) the Final Expiration Date, the Company may redeem the Rights in whole,
but not in part, at a price of $0.001 per Right. Immediately upon the action of the Board ordering redemption of the Rights, the Rights
will terminate and the only right of the holders of Rights will be to receive the $0.001 redemption price.


 


Until
a Right is exercised, the holder thereof, as such, will have no separate rights as a stockholder of the Company, including the right
to vote or to receive dividends in respect of Rights. While the distribution of the Rights generally should not be taxable to stockholders
or to the Company, stockholders may, depending upon the circumstances, recognize taxable income in the event that the Rights become exercisable
for Common Stock (or other consideration) of the Company or for common stock of the acquiring company or in the event of the redemption
of the Rights as set forth above.


 


Any
of the provisions of the Rights Agreement may be amended by the Board prior to the Distribution Date. After the Distribution Date, the
provisions of the Rights Agreement may be amended by the Board in order to cure any ambiguity, to correct defective or inconsistent provisions
or to make changes which do not adversely affect the interests of holders of Rights other than an Acquiring Person.


 


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


 




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