Exhibit 4.1 


 


 




STOCKHOLDER PROTECTION RIGHTS AGREEMENT


 


dated as of


 


April 22, 2020


 


between


 


SPIRIT AEROSYSTEMS HOLDINGS, INC.


 


and


 


COMPUTERSHARE INC.


 


as Rights Agent


 


 


 






     


     


    

 





STOCKHOLDER PROTECTION
RIGHTS AGREEMENT


 


Table of Contents


 


Page


 




	ARTICLE I 



DEFINITIONS
	 
	1.1	Definitions	2
	 	 
	ARTICLE II 



THE RIGHTS
	 
	2.1	Summary of Rights	14
	2.2	Legend	14
	2.3	Exercise of Rights; Separation of Rights	15
	2.4	Adjustments to Exercise Price; Number of Rights	19
	2.5	Date on Which Exercise is Effective	21
	2.6	Execution, Authentication, Delivery and Dating of Rights Certificates	22
	2.7	Registration, Registration of Transfer and Exchange	23
	2.8	Mutilated, Destroyed, Lost and Stolen Rights Certificates	25
	2.9	Persons Deemed Owners	26
	2.10	Delivery and Cancellation of Certificates	27
	2.11	Agreement of Rights Holders	27
	 	 
	ARTICLE III 



ADJUSTMENTS TO THE RIGHTS IN

 THE EVENT OF CERTAIN TRANSACTIONS
	 
	3.1	Flip-in	29
	3.2	Flip-over	34
	 	 
	ARTICLE IV

 

THE RIGHTS AGENT
	 
	4.1	General	36
	4.2	Merger or Consolidation or Change of Name of Rights Agent	37
	4.3	Duties of Rights Agent	38
	4.4	Change of Rights Agent	44



 






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	ARTICLE V

 

MISCELLANEOUS
	 
	5.1	Redemption	45
	5.2	Expiration	46
	5.3	Issuance of New Rights Certificates	46
	5.4	Supplements and Amendments	47
	5.5	Fractional Shares	48
	5.6	Rights of Action	49
	5.7	Holder of Rights Not Deemed a Stockholder	49
	5.8	Notice of Proposed Action	50
	5.9	Notices	50
	5.10	Suspension of Exercisability or Exchangeability	51
	5.11	Successors	52
	5.12	Benefits of this Agreement	52
	5.13	Determination and Actions by the Board of Directors, etc.	52
	5.14	Descriptive Headings; Section References	53
	5.15	GOVERNING LAW; EXCLUSIVE JURISDICTION	53
	5.16	Counterparts	53
	5.17	Severability	54
	5.18	Customer Identification Program	55
	5.19	Withholding	56


 


EXHIBITS


 


	Exhibit A	Form of Rights Certificate (together with Form of Election to Exercise)
	Exhibit B	Form of Certificate of Designation and Terms of Participating Preferred Stock




 






    -ii-


     


    

 


STOCKHOLDER
PROTECTION RIGHTS AGREEMENT


 


STOCKHOLDER PROTECTION RIGHTS AGREEMENT (as
amended from time to time, this “Agreement”), dated as of April 22, 2020, between Spirit AeroSystems Holdings, Inc.,
a Delaware corporation (the “Company”), and Computershare Inc. as Rights Agent (the “Rights Agent”, which
term shall include any successor Rights Agent hereunder).


 


WITNESSETH:


 


WHEREAS, the Board of Directors of the Company
(the “Board of Directors”) has (a) authorized and declared a dividend of one right (“Right”) in respect
of each share of Common Stock (as hereinafter defined) held of record as of the Close of Business (as hereinafter defined) on
May 1, 2020 (the “Record Time”) payable in respect of each such share upon the later of the Record Time and
certification by the New York Stock Exchange (“NYSE”) to the Securities and Exchange Commission that the Rights have
been approved for listing and registration (the “Payment Time”) and (b) as provided in Section 2.4, authorized
the issuance of one Right in respect of each share of Common Stock issued after the Record Time and prior to the Separation Time
(as hereinafter defined) and, to the extent provided in Section 5.3, each share of Common Stock issued after the Separation
Time;


 


WHEREAS, subject to the terms and conditions
hereof, each Right entitles the holder thereof, at or after the Separation Time, to purchase securities or assets of the Company
(or, in certain cases, securities of certain other entities) pursuant to the terms and subject to the conditions set forth herein;
and





 






     


     


    

 


WHEREAS, the Company desires to appoint the
Rights Agent to act on behalf of the Company, and the Rights Agent is willing so to act, in connection with the issuance, transfer
and exchange of Rights Certificates (as hereinafter defined), the exercise of Rights and other matters referred to herein;


 


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


 


ARTICLE
I



DEFINITIONS


 


1.1             
Definitions. For purposes of this Agreement, the following terms have the meanings indicated:


 


“Acquiring Person” shall
mean any Person who is or becomes the Beneficial Owner of 10% (20% in the case of a Passive Institutional Investor (as
hereinafter defined)) or more of the outstanding shares of Common Stock at any time after the first public announcement of
this Agreement; provided, however, that the term “Acquiring Person” shall not include any Person
(i) who is the Beneficial Owner of 10% (20% in the case of a Passive Institutional Investor) or more of the outstanding
shares of Common Stock at the time of the first public announcement of the adoption of this Agreement and who continuously
thereafter is the Beneficial Owner of 10% (20% in the case of a Passive Institutional Investor) or more of the outstanding
shares of Common Stock, until such time thereafter as such Person becomes the Beneficial Owner (other than by means of a
stock dividend, stock split or reclassification) of additional shares of Common Stock that, in the aggregate, amount to 0.1%
or more of the outstanding shares of Common Stock, (ii) who becomes the Beneficial Owner of 10% (20% in the case of a Passive
Institutional Investor) or more of the outstanding shares of Common Stock after the time of the first public announcement of
this Agreement solely as a result of (A) an acquisition by the Company of shares of Common Stock until such time after the
public announcement by the Company of such repurchases as such Person becomes the Beneficial Owner (other than by means of a
stock dividend, stock split or reclassification) of additional shares of Common Stock that, in the aggregate, amounts to 0.1%
or more of the outstanding shares of Common Stock while such Person is or as a result of which such Person becomes the
Beneficial Owner of 10% (20% in the case of a Passive Institutional Investor) or more of the outstanding shares of Common
Stock or (B) the occurrence of a Flip-in Date which has not resulted from the acquisition of Beneficial Ownership of Common
Stock by such Person or any of such Person’s Affiliates or Associates, (iii) who would otherwise be an “Acquiring
Person” but who acquired Beneficial Ownership of shares of Common Stock without any plan or intention to seek or affect
control of the Company, if such Person promptly divests, or promptly enters into an agreement with, and satisfactory to, the
Board of Directors, in the Board of Directors’ sole discretion, to divest, and subsequently divests in accordance with
the terms of such agreement (without exercising or retaining any power, including voting power, with respect to such shares),
sufficient shares of Common Stock (or securities convertible into, exchangeable into or exercisable for Common Stock or
otherwise deemed to be Beneficially Owned by such Person) so that such Person would no longer otherwise qualify as an
 “Acquiring Person” or (iv) who Beneficially Owns shares of Common Stock consisting solely of one or more of
(A) shares of Common Stock Beneficially Owned pursuant to the grant or exercise of an option granted to such Person (an
 “Option Holder”) by the Company in connection with an agreement to merge with, or acquire, the Company entered
into prior to a Flip-in Date, (B) shares of Common Stock (or securities convertible into, exchangeable into or
exercisable for Common Stock or otherwise deemed to be Beneficially Owned by such Person) Beneficially Owned by such Option
Holder or its Affiliates or Associates at the time of grant of such option and (C) shares of Common Stock (or securities
convertible into, exchangeable into or exercisable for Common Stock or otherwise deemed to be Beneficially Owned by such
Person) acquired by Affiliates or Associates of such Option Holder after the time of such grant that, in the aggregate,
amount to less than 1% of the outstanding shares of Common Stock; provided, further, that the term
 “Acquiring Person” shall not include (x) the Company, any Subsidiary of the Company and any employee stock
ownership or other employee benefit plan of the Company or a Subsidiary of the Company (or any entity or trustee holding
shares of Common Stock for or pursuant to the terms of any such plan or for the purpose of funding any such plan or funding
other employee benefits for employees of the Company or of any Subsidiary of the Company) or (y) a Passive Institutional
Investor, so long as, in the case of clause (y), such Passive Institutional Investor is not the Beneficial Owner of 20% or
more of the shares of Common Stock then outstanding, but subject to the provisions in the definition of “Passive
Institutional Investor”.


 






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


 


“Agreement” shall have the meaning
set forth in the Preamble.


 




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A Person shall be deemed the “Beneficial
Owner”, and to have “Beneficial Ownership” of, and to “Beneficially Own”, (i) any
securities as to which such Person or any of such Person’s Affiliates or Associates is or may be deemed to be the
beneficial owner pursuant to Rules 13d-3 and 13d-5 under the Exchange Act, as such Rules are in effect on the date of
this Agreement, (ii) any securities as to which such Person or any of such Person’s Affiliates or Associates has
the right to become the beneficial owner (whether such right is exercisable immediately or only after the passage of time or
the occurrence of conditions) pursuant to any agreement, arrangement or understanding, whether or not in writing (other than
customary agreements with and between underwriters and selling group members with respect to a bona fide public offering of
securities), or upon the exercise of conversion rights, exchange rights, rights (other than the Rights), warrants or options,
or otherwise, (iii) any securities which are Beneficially Owned, directly or indirectly, by any other Person (or any
Affiliate or Associate thereof) with whom such Person has an agreement, arrangement or understanding to act together for the
purpose of acquiring, holding, voting or disposing of any securities of the Company and (iv) solely for purposes of
determining whether any Person is an Acquiring Person, any securities that such Person or any of such Person’s
Affiliates or Associates are determined to Constructively Own; provided, however, that a Person shall not be
deemed the “Beneficial Owner”, or to have “Beneficial Ownership” of, or to “Beneficially
Own”, any security (A) solely because such security has been tendered pursuant to a tender or exchange offer made
by such Person or any of such Person’s Affiliates or Associates until such tendered security is accepted for payment or
exchange or (B) solely because such Person or any of such Person’s Affiliates or Associates has or shares the
power to vote or direct the voting of such security pursuant to a revocable proxy or consent given in response to a public
proxy or consent solicitation made to more than ten holders of shares of a class of stock of the Company registered under
Section 12 of the Exchange Act and pursuant to, and in accordance with, the applicable rules and regulations under the
Exchange Act, unless such power (or the arrangements relating thereto) is then reportable under Item 6 of
Schedule 13D under the Exchange Act (or any similar provision of a comparable or successor report). For purposes of this
Agreement, in determining the percentage of the outstanding shares of Common Stock with respect to which a Person is the
Beneficial Owner, all shares as to which such Person is deemed the Beneficial Owner shall be deemed outstanding.


 


“Board of Directors” shall have
the meaning set forth in the Recitals.


 


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


 


“Close of Business” on any given
date shall mean 5:00 p.m. New York City time on such date or, if such date is not a Business Day, 5:00 p.m. New York City time
on the next succeeding Business Day.


 


“Common Stock” shall mean the
shares of Class A Common Stock, par value $0.01 per share, of the Company.


 


“Company” shall have the meaning
set forth in the preamble.


 


A Person shall be determined to
 “Constructively Own” shares of Common Stock in respect of which such Person has a Synthetic Long Position,
calculated in the manner set forth below, if the Board of Directors, by a majority vote, determines that such Person is
seeking to use the existence of such Synthetic Long Position, in combination with other securities Beneficially Owned by such
Person, for the purpose or effect of changing or influencing control of the Company. The number of shares of Common Stock in
respect of a Synthetic Long Position that may be determined to be “Constructively Owned” is the notional or other
number of shares of Common Stock in respect of such Synthetic Long Position that is specified in a filing by such Person or
any of such Person’s Affiliates or Associates with the Securities and Exchange Commission or in the documentation
evidencing such Synthetic Long Position as the basis upon which the value or settlement amount of such right or derivative,
or the opportunity of the holder of such right or derivative to profit or share in any profit, is to be calculated in whole
or in part and, in any case, including if no such number of shares of Common Stock is specified in any filing or
documentation, as determined by the Board of Directors to be the number of shares of Common Stock to which such Synthetic
Long Position relates.


 






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“Credit Agreement” shall
mean the Second Amended and Restated Credit Agreement, dated as of July 12, 2018, by and among the Company, Spirit
AeroSystems, Inc., the other guarantors party thereto from time to time, the lender party thereto from time to time, and Bank
of America, N.A., as administrative agent and collateral agent, as amended by that certain First Amendment to Second Amended
and Restated Credit Agreement, dated as of February 24, 2020, that certain Second Amendment to Second Amended and Restated
Credit Agreement, dated as of March 30, 2020, that certain Third Amendment to Second Amended and Restated Credit Agreement,
dated as of April 10, 2020, that certain Fourth Amendment to Second Amended and Restated Credit Agreement, dated as of April
13, 2020, that certain Fifth Amendment to Second Amended and Restated Credit Agreement, dated as of April 20, 2020, and as
further amended, restated, amended and restated, supplemented and/or otherwise modified from time to time.


 






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“Election to Exercise” shall have
the meaning set forth in Section 2.3(d).


 


“Exchange Act” shall mean the
Securities Exchange Act of 1934, as amended from time to time.


 


“Exchange Ratio” shall have the
meaning set forth in Section 3.1(c).


 


“Exchange Time” shall mean the
time at which the right to exercise the Rights shall terminate pursuant to Section 3.1(c).


 


“Exercise Price” shall mean, as
of any date, the price at which a holder may purchase the securities issuable upon exercise of one whole Right. Until adjustment
thereof in accordance with the terms hereof, the Exercise Price shall equal $140.00.


 


“Expansion Factor” shall have
the meaning set forth in Section 2.4(a).


 


“Expiration Time” shall mean
the earliest of (i) the Exchange Time, (ii) the Redemption Time, (iii) the Close of Business on the first
anniversary of the date of this Agreement, unless this Agreement is ratified by the stockholders of the Company by a vote of
the majority of the votes cast by the holders of shares entitled to vote thereon at a stockholders meeting held on or prior
to such date, in which case the Expiration Time shall be the third anniversary of the date of this Agreement and unless, for
purposes of this clause (iii), extended by action of the Board of Directors (in which case the applicable time shall be the
time to which it has been so extended) and (iv) immediately prior to the effective time of a consolidation, merger or
statutory share exchange that does not constitute a Flip-over Transaction or Event in which the Common Stock is converted
into, or into the right to receive, another security, cash or other consideration.


 






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“Flip-in Date” shall mean any
Stock Acquisition Date or such later date as the Board of Directors may from time to time fix by resolution adopted prior to the
Flip-in Date that would otherwise have occurred.


 


“Flip-over Entity,” for purposes
of Section 3.2, shall mean (i) in the case of a Flip-over Transaction or Event described in clause (i) of the definition
thereof, the Person issuing any securities into which shares of Common Stock are being converted or exchanged and, if no such securities
are being issued, the other Person that is a party to such Flip-over Transaction or Event and (ii) in the case of a Flip-over
Transaction or Event referenced in clause (ii) of the definition thereof, the Person receiving the greatest portion of the
(A) assets or, if (A) is not readily determinable, (B) operating income or cash flow being transferred in such Flip-over
Transaction or Event, provided, that in all cases if such Person is a Subsidiary of another Person, the ultimate parent
entity of such Person shall be the Flip-over Entity.


 


“Flip-over Stock” shall mean the
capital stock (or similar equity interest) with the greatest voting power in respect of the election of directors (or other Persons
similarly responsible for the direction of the business and affairs) of the Flip-over Entity.


 






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“Flip-over Transaction or
Event” shall mean a transaction or series of transactions, on or after a Flip-in Date, in which, directly or
indirectly, (i) the Company shall consolidate or merge or participate in a statutory share exchange with any other
Person if, immediately prior to the time of consummation of the consolidation, merger or statutory share exchange or at the
time the Company enters into any agreement with respect to any such consolidation, merger or statutory share exchange, the
Acquiring Person is the Beneficial Owner of 50% or more of the outstanding shares of Common Stock or controls the Board of
Directors and either (A) any term of or arrangement concerning the treatment of shares of capital stock in such
consolidation, merger or statutory share exchange relating to the Acquiring Person is not identical to the terms and
arrangements relating to other holders of the Common Stock or (B) the Person with whom the transaction or series of
transactions occurs is the Acquiring Person or an Affiliate or Associate of the Acquiring Person or (ii) the Company
shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer) assets
(A) aggregating more than 50% of the assets (measured by either book value or fair market value) or (B) generating
more than 50% of the operating income or cash flow, of the Company and its Subsidiaries (taken as a whole) to any Person
(other than the Company or one or more of its wholly owned Subsidiaries) or to two or more such Persons that are Affiliates
or Associates or otherwise acting in concert, if, at the time of the entry by the Company (or any such Subsidiary) into an
agreement with respect to such sale or transfer of assets, the Acquiring Person or any of its Affiliates or Associates
controls the Board of Directors. For purposes of the foregoing description, the term “Acquiring Person” shall
include any Acquiring Person and its Affiliates and Associates, counted together as a single Person. An Acquiring Person
shall be deemed to control the Board of Directors when, on or following a Stock Acquisition Date, the persons who were
directors of the Company (or persons nominated and/or appointed as directors by vote of a majority of such persons) before
the Stock Acquisition Date shall cease to constitute a majority of the Board of Directors.


 




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“Market Price” per share of any securities on
any date shall mean the average of the daily closing prices per share of such securities (determined as described below) on
each of the 20 consecutive Trading Days through and including the Trading Day immediately preceding such date; provided, however,
that if any event described in Section 2.4, or any analogous event, shall have caused the closing prices used to
determine the Market Price on any Trading Days during such period of 20 Trading Days not to be fully comparable with the
closing price on such date, each such closing price so used shall be appropriately adjusted by the Board of Directors in
order to make it fully comparable with the closing price on such date. The closing price per share of any securities on any
date shall be the last reported sale price, regular way, or, in case no such sale takes place or is quoted on such date, the
average of the closing bid and asked prices, regular way, for each share of such securities, in either case as reported in
the principal consolidated transaction reporting system with respect to securities listed on the NYSE or, if the securities
are not listed on the NYSE, as reported on NASDAQ or, if the securities are not listed on NASDAQ, as reported in the
principal consolidated transaction reporting system with respect to the principal national securities exchange on which the
securities are listed or admitted to trading or, if the securities are not listed or admitted to trading on any national
securities exchange, as reported by such other quotation system then in use or, if on any such date the securities are not
listed or admitted to trading on any national securities exchange or quoted by any such quotation system, the average of the
closing bid and asked prices in the over-the-counter market as furnished by a professional market maker making a market in
the securities selected by the Board of Directors; provided, however, that if on any such date the securities
are not listed or admitted to trading on a national securities exchange or traded in the over-the-counter market, the closing
price per share of such securities on such date shall mean the fair value per share of such securities on such date as
determined in good faith by the Board of Directors, after consultation with a nationally recognized investment banking firm,
and set forth in a certificate delivered to the Rights Agent.


 






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“NASDAQ” means the NASDAQ Stock
Market.


 


“NYSE” shall have the meaning
set forth in the Recitals.


 


“Option Holder” shall have the
meaning set forth in the definition of Acquiring Person.


 


“Passive Institutional
Investor” shall mean any Person who or which has reported or is required to report Beneficial Ownership of shares of
Common Stock on Schedule 13G under the Exchange Act (or any comparable or successor report), but only so long as (i) such
Person is eligible to report such ownership on Schedule 13G under the Exchange Act (or any comparable or successor report),
and (ii) such Person has not reported and is not required to report such ownership on Schedule 13D under the Exchange Act (or
any comparable or successor report) and such Person does not hold shares of Common Stock on behalf of any other Person who is
required to report Beneficial Ownership of shares of Common Stock on such Schedule 13D; provided that if a
formerly Passive Institutional Investor should report or become required to report Beneficial Ownership of shares of Common
Stock on Schedule 13D, that formerly Passive Institutional Investor will not be deemed to be or to have become an Acquiring
Person if (A) at the time it reports or becomes required to report Beneficial Ownership of shares of Common Stock on Schedule
13D, that formerly Passive Institutional Investor has Beneficial Ownership of less than 10% of the Common Stock then
outstanding; or (B) (1) it divests as promptly as practicable (but in any event not later than ten calendar days after
becoming required to report on Schedule 13D) Beneficial Ownership of a sufficient number of shares of Common Stock so that it
would no longer be an “Acquiring Person,” as defined herein, and (2) prior to reducing its Beneficial Ownership
of shares of Common Stock then outstanding to below 10%, it does not increase its Beneficial Ownership of the Common Stock
then outstanding (other than by reason of share purchases by the Company) above such Person’s lowest Beneficial
Ownership of the Common Stock then outstanding at any time during such ten calendar day period.


 






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“Payment Time” shall have the
meaning set forth in the Recitals.


 


“Person” shall mean any individual,
firm, partnership, limited liability company, trust, association, group (as such term is used in Rule 13d-5 under the Exchange
Act, as such Rule is in effect on the date of this Agreement), corporation or other entity.


 


“Preferred Stock” shall mean the
series of Participating Preferred Stock, par value $0.01 per share, of the Company created by a Certificate of Designation and
Terms in substantially the form set forth in Exhibit B hereto appropriately completed.


 


“Record Time” shall have the meaning
set forth in the Recitals.


 


“Redemption Price” shall mean
an amount equal to one tenth of one cent, $0.0001.


 


“Redemption Time” shall mean the
time at which the right to exercise the Rights shall terminate pursuant to Section 5.1.


 


“Right” shall have the meaning
set forth in the Recitals.


 




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“Rights Agent” shall have the
meaning set forth in the Preamble.


 


“Rights Certificate” shall have
the meaning set forth in Section 2.3(c).


 


“Rights Register” shall have the
meaning set forth in Section 2.7(a).


 


“Separation Time” shall mean the
next Business Day following the earlier of (i) the tenth Business Day (or such later date as the Board of Directors may from
time to time fix by resolution adopted prior to the Separation Time that otherwise would have occurred) after the date on which
any Person commences a tender or exchange offer that, if consummated, would result in such Person becoming an Acquiring Person
and (ii) the Flip-in Date; provided, that if the foregoing results in the Separation Time being prior to the Record
Time, the Separation Time shall be the Record Time and provided further, that if any tender or exchange offer referenced
in clause (i) of this paragraph is cancelled, terminated or otherwise withdrawn prior to the Separation Time without the purchase
of any shares of Common Stock pursuant thereto, such offer shall be deemed, for purposes of this paragraph, never to have been
made.


 


“Stock Acquisition Date” shall
mean the earlier of (i) the first date on which there shall be a public announcement by the Company (by any means) that a
Person has become an Acquiring Person, which announcement makes express reference to such status as an Acquiring Person pursuant
to this Agreement, or (ii) the date on which any Acquiring Person becomes the Beneficial Owner of more than 40% of the outstanding
shares of Common Stock, excluding for this purpose any shares determined to be Constructively Owned.


 


“Subsidiary” of any specified
Person shall mean any corporation or other entity of which a majority of the voting power of the equity securities or a majority
of the equity or membership interest is Beneficially Owned, directly or indirectly, by such Person.


 






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“Synthetic Long Position” shall
mean any option, warrant, convertible security, stock appreciation right, swap agreement or other security, contract right or derivative
position, whether or not presently exercisable, that has an exercise or conversion privilege or a settlement payment or other mechanism
at a price related to the value of Common Stock or a value determined in whole or part with reference to, or derived in whole or
in part from, the value of Common Stock and that increases in value as the value of Common Stock increases or that provides to
the holder an opportunity, directly or indirectly, to profit or share in any profit derived from any increase in the value of Common
Stock, in any case without regard to whether (i) such derivative conveys any voting rights in such securities to such Person
or any of such Person’s Affiliates or Associates, (ii) such derivative is required to be, or capable of being, settled
through delivery of such securities, or (iii) such Person or any of such Person’s Affiliates or Associates may have
entered into other transactions that hedge the economic effect of such derivative. A Synthetic Long Position shall not include
any interests, rights, options or other securities set forth in Rule 16a-1(c)(1)-(5) or (7) promulgated pursuant to the Exchange
Act.


 


“Trading Day,” when used
with respect to any securities, shall mean a day on which the nyse is open for
the transaction of business or, if such securities are not listed or admitted to trading on the NYSE, a day on which the
principal national securities exchange on which such securities are listed or admitted to trading is open for the transaction
of business or, if such securities are not listed or admitted to trading on any national securities exchange, a Business
Day.


 






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“Trading Regulation” shall have
the meaning set forth in Section 2.3(c).


 


“Trust” shall have the meaning
set forth in Section 3.1(c).


 


“Trust Agreement” shall have the
meaning set forth in Section 3.1(c).


 


“Vice President,” when used with
respect to the Company, means any vice president, whether or not designated by a number or a word or words added before or after
the title “vice president.”


 


ARTICLE
II



THE RIGHTS


 


2.1             
Summary of Rights. As soon as practicable after the Record Time, the Company will mail a letter summarizing the terms
of the Rights to each holder of record of Common Stock as of the Record Time, at such holder’s address as shown by the records
of the Company.


 


2.2             
Legend. Certificates for the Common Stock or, if a certificate has not been issued, the registration of the Common
Stock on the stock transfer books of the Company, issued on or after the Record Time but prior to the Separation Time, shall evidence
one Right for each share of Common Stock represented thereby and the Company shall mail to every Person that acquires Common Stock
after the Payment Time, but prior to the Separation Time, either certificates for such Common Stock or a confirmation of the registration
of such Common Stock on the stock transfer books of the Company, which certificates or confirmation shall have impressed on, printed
on, written on or otherwise affixed to them a legend substantially in the following form:


 




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Until the Separation Time (as defined in the Rights
Agreement referred to below), this also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement,
dated as of April 22, 2020 (as such may be amended from time to time, the “Rights Agreement”), between Spirit AeroSystems
Holdings, Inc. (the “Company”) and Computershare Inc. (and any successor thereto), as Rights Agent, the terms of which
are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under
certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may become exercisable for securities
or assets of the Company or securities of another entity, may be exchanged for shares of Common Stock or other securities or assets
of the Company, may expire, may become null and void (including if they are “Beneficially Owned” by an “Acquiring
Person” or an Affiliate or Associate thereof, as such terms are defined in the Rights Agreement, or by any transferee of
any of the foregoing) or may be evidenced by separate certificates and may no longer be evidenced hereby. The Company will mail
or arrange for the mailing of a copy of the Rights Agreement to the holder hereof without charge after the receipt of a written
request therefor.


 


Certificates representing shares of Common Stock that are issued
and outstanding at the Payment Time (or confirmation of the registration of the Common Stock on the stock transfer books with respect
to uncertificated shares), shall, together with the letter mailed pursuant to Section 2.1, evidence one Right for each share of
Common Stock evidenced thereby notwithstanding the absence of the foregoing legend.


 


The Company shall mail or arrange for the
mailing of a copy of this Agreement to any Person that holds Common Stock, as evidenced by the registration of the Common Stock
in the name of such Person on the stock transfer books of the Company, without charge after the receipt of a written request therefor.


2.3              Exercise
of Rights; Separation of Rights. (a) Subject to Sections 3.1, 5.1 and 5.10 and subject to adjustment as herein set
forth, each Right will entitle the holder thereof, at or after the Separation Time and prior to the Expiration Time, to
purchase, for the Exercise Price, one one-thousandth of a share of Preferred Stock.


 




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(b)              
Until the Separation Time, (i) no Right may be exercised and (ii) each Right will be evidenced by the certificate
for the associated share of Common Stock (or, if the Common Stock shall be uncertificated, by the registration of the associated
Common Stock on the stock transfer books of the Company and any confirmation thereof provided for in Section 2.2), together, in
the case of shares acquired prior to the Payment Time, with the letter mailed to the record holder thereof pursuant to Section 2.1,
and will be transferable only together with, and will be transferred by a transfer (whether with or without such letter or confirmation)
of, such associated share.


 


(c)               Subject
to the terms and conditions hereof, at or after the Separation Time and prior to the Expiration Time, (i) the Rights may
be exercised pursuant to Section 2.3(d) below, (ii) the Rights will be transferred independent of shares of Common Stock and
(iii) the Rights Agent will promptly, at the Company’s expense, if requested by the Company and provided with all
necessary information, mail to each holder of record of Common Stock (provided that the Board of Directors has not elected to
exchange all of the then outstanding Rights pursuant to Section 3.1(c)) as of the Separation Time (other than any Person
whose Rights have become null and void pursuant to Section 3.1(b)), at such holder’s address as shown by the records of
the Company (the Company hereby agreeing to furnish, or cause to be furnished by the transfer agent or registrar for the
Common Stock, copies of such records to the Rights Agent for this purpose), (x) a certificate (a “Rights
Certificate”) in substantially the form of Exhibit A hereto appropriately completed, representing the number of
Rights held by such holder at the Separation Time and having 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 and as do not affect the rights, liabilities, responsibilities or duties of the Rights Agent, or as may be
required to comply with any law, rule or regulation or with any rule or regulation of any national securities exchange or
quotation system on which the Rights may from time to time be listed or traded (“Trading Regulation”), or to
conform to usage, and (y) a disclosure statement describing the Rights. Receipt of a Rights Certificate by any Person
shall not preclude a later determination that such Rights are null and void pursuant to Section 3.1(b). The Company may
implement such procedures as it deems appropriate, in its sole discretion, to minimize the possibility that Rights are
received by Persons with respect to whom Rights would be null and void under Section 3.1(b).


 






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(d)               Subject
to the terms and conditions hereof, Rights may be exercised on any Business Day at or after the Separation Time and prior to
the Expiration Time by submitting to the Rights Agent the Rights Certificate evidencing such Rights with an Election to
Exercise (an “Election to Exercise”) substantially in the form attached to the Rights Certificate duly executed
and properly completed, accompanied by a signature guarantee from an eligible guarantor institution participating in a
signature guarantee program approved by the Securities Transfer Association (a “signature guarantee”) and such
other documentation as the Rights Agent may reasonably request together with payment in cash, or by certified or official
bank check or money order payable to the order of the Company, of a sum equal to the Exercise Price multiplied by the number
of Rights being exercised and a sum sufficient to cover any tax or charge that may be payable in respect of any transfer
involved in the transfer or delivery of Rights Certificates or the issuance or delivery of certificates (or, if
uncertificated, the registration on the stock transfer books of the Company) for shares or depositary receipts (or both) in a
name other than that of the holder of the Rights being exercised.


 


(e)              
Upon receipt of a Rights Certificate, with a properly completed and duly executed Election to Exercise accompanied by a
signature guarantee together with payment as set forth in Section 2.3(d), and subject to the terms and conditions hereof,
the Rights Agent will thereupon promptly (i)(A) requisition from a transfer agent stock certificates evidencing such number of
shares or other securities to be purchased or, in the case of uncertificated shares or other securities, requisition from a transfer
agent a notice setting forth such number of shares or other securities to be purchased for which registration will be made on the
stock transfer books of the Company (the Company hereby irrevocably authorizing its transfer agents to comply with all such requisitions),
and (B) if the Company elects pursuant to Section 5.5 not to issue certificates (or effect registrations on the stock
transfer books of the Company) representing fractional shares, requisition from the depositary selected by the Company depositary
receipts representing the fractional shares to be purchased (the Company hereby irrevocably authorizes each such depositary agent
to comply with such requisitions) or, when necessary to comply with this Agreement, requisition from the Company the amount of
cash to be paid in lieu of fractional shares in accordance with Section 5.5, and (ii) after receipt of such certificates,
depositary receipts, notices and/or, when necessary to comply with this Agreement, cash, cause the same to be delivered to or upon
the order of the registered holder of such Rights Certificate, registered (in the case of certificates, depositary receipts or
notices) in such name or names as may be designated by such holder.


 






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(f)               
In case the holder of any Rights shall exercise less than all of the Rights evidenced by such holder’s Rights Certificate,
a new Rights Certificate evidencing the Rights remaining unexercised will be issued by the Rights Agent to such holder or to such
holder’s duly authorized assigns.


 


(g)              
The Company covenants and agrees that it will (i) take all such action as may be necessary to ensure that all shares
delivered (or evidenced by registration on the stock transfer books of the Company) upon exercise of Rights shall, at the time
of delivery of the certificates (or registration) for such shares (subject to payment of the Exercise Price), be duly and validly
authorized, executed, issued and delivered (or registered) and fully paid and non-assessable; (ii) take all such action as
may be necessary to comply with any applicable requirements of the Securities Act of 1933, as amended from time to time or the
Exchange Act, and the rules and regulations thereunder, and any other applicable law, rule or regulation, in connection with the
issuance of any shares upon exercise of Rights; and (iii) pay when due and payable any and all federal and state taxes and
charges that may be payable in respect of the original issuance or delivery of the Rights Certificates or of any shares issued
upon the exercise of Rights, provided, that the Company shall not be required to pay any tax or charge that may be payable
in respect of any transfer involved in the transfer or delivery of Rights Certificates or the issuance or delivery of certificates
(or the registration) for shares in a name other than that of the holder of the Rights being transferred or exercised.


 


(h)              
Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated
to undertake any action with respect to the exercise or assignment of a Rights Certificate unless the registered holder of such
Rights Certificate shall have (i) properly completed and duly signed the certificate following the form of assignment or
the form of Election to Exercise, as applicable, set forth on the reverse side of the Rights Certificate surrendered for such
exercise or assignment, (ii) provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial
Owner) thereof and of the Rights evidenced thereby, and the Affiliates and Associates of such Beneficial Owner or former Beneficial
Owner, as the Company or the Rights Agent may reasonably request and (iii) paid a sum sufficient to cover any tax or charge that
may be imposed as required under Section 2.3(d).


 






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2.4              Adjustments
to Exercise Price; Number of Rights. (a) In the event the Company shall at any time after the Record Time and prior to
the Separation Time (i) declare or pay a dividend on Common Stock payable in Common Stock, (ii) subdivide the
outstanding Common Stock or (iii) combine the outstanding Common Stock into a smaller number of shares of Common Stock,
(x) the Exercise Price in effect after such adjustment will be equal to the Exercise Price in effect immediately prior
to such adjustment divided by the number of shares of Common Stock including any fractional shares in lieu of which such
holder received cash (the “Expansion Factor”) that a holder of one share of Common Stock immediately prior to
such dividend, subdivision or combination would hold thereafter as a result thereof and (y) each Right held prior to
such adjustment will become that number of Rights equal to the Expansion Factor, and the adjusted number of Rights will be
deemed to be distributed among the shares of Common Stock with respect to which the original Rights were associated (if they
remain outstanding) and the shares issued in respect of such dividend, subdivision or combination, so that each such share of
Common Stock will have exactly one Right associated with it. Each adjustment made pursuant to this paragraph shall be made as
of the payment or effective date for the applicable dividend, subdivision or combination.


 


In the event that the Company shall at any
time after the Record Time and prior to the Separation Time issue any shares of Common Stock otherwise than in a transaction referenced
in the preceding paragraph, each such share of Common Stock so issued shall automatically have one new Right associated with it,
which Right shall be evidenced by the certificate representing such share (or, if the Common Stock shall be uncertificated, such
Right shall be evidenced by the registration of such Common Stock on the stock transfer books of the Company and the confirmation
thereof provided for in Section 2.2). Rights shall be issued by the Company in respect of shares of Common Stock that are issued
or sold by the Company after the Separation Time only to the extent provided in Section 5.3.


 






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(b)               In
the event that the Company shall at any time after the Record Time and prior to the Separation Time issue or distribute any
securities or assets in respect of, in lieu of or in exchange for Common Stock (other than pursuant to any non-extraordinary
periodic cash dividend or a dividend paid solely in Common Stock) whether by dividend, in a reclassification or
recapitalization (including any such transaction involving a merger, consolidation or statutory share exchange), or
otherwise, the Company shall make such adjustments, if any, in the Exercise Price, number of Rights and/or securities or
other property purchasable upon exercise of Rights as the Board of Directors, in its sole discretion, may deem to be
appropriate under the circumstances, and the Company and the Rights Agent shall amend this Agreement as necessary to provide
for such adjustments.


 


(c)              
Each adjustment to the Exercise Price made pursuant to this Section 2.4 shall be calculated to the nearest cent. Whenever
an adjustment to the Exercise Price is made pursuant to this Section 2.4, the Company shall (i) promptly prepare a certificate
setting forth such adjustment and a brief statement of the facts accounting for such adjustment and (ii) promptly file with
the Rights Agent and with each transfer agent for the Common Stock a copy of such certificate. The Rights Agent shall be fully
protected in relying on any such certificate and on any adjustment or statement therein contained and shall have no duty or liability
with respect to, and shall not be deemed to have knowledge of, any adjustment or any such event unless and until it shall have
received such a certificate.


 






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(d)              
Rights Certificates shall represent the right to purchase the securities purchasable under the terms of this Agreement,
including any adjustment or change in the securities purchasable upon exercise of the Rights, even though such certificates may
continue to express the securities purchasable at the time of issuance of the initial Rights Certificates.


 


2.5              Date
on Which Exercise is Effective. Each Person in whose name any certificate for shares is issued (or registration on the
stock transfer books is effected) upon the exercise of Rights shall for all purposes be deemed to have become the holder of
record of the shares represented thereby at the Close of Business on the Business Day upon which the Rights Certificate
evidencing such Rights was duly surrendered and payment of the Exercise Price for such Rights (and any applicable taxes and
other charges payable by the exercising holder hereunder) was made; provided, however, that if the date of such
surrender and payment is a date upon which the stock transfer books of the Company are closed, such Person shall be deemed to
have become the record holder of such shares on, and such certificate (or registration) shall be dated, the next succeeding
Business Day on which the stock transfer books of the Company are open.


 






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2.6             
Execution, Authentication, Delivery and Dating of Rights Certificates. (a) The Rights Certificates shall be executed
on behalf of the Company by its Chairman of the Board of Directors, President or one of its Vice Presidents and by its Secretary
or one of its Assistant Secretaries. The signature of any of these officers on the Rights Certificates may be manual or facsimile.


 


Rights Certificates bearing the manual or
facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding
that such individuals or any of them have ceased to hold such offices prior to the countersignature and delivery of such Rights
Certificates.


 


Promptly after the Separation Time, the
Company will notify the Rights Agent in writing of such Separation Time (and if such notification is given orally, the
Company shall confirm the same in writing on or prior to the Business Day next following) and will deliver Rights
Certificates executed by the Company to the Rights Agent for countersignature, and, subject to Sections 2.3(c) and 3.1(b),
the Rights Agent shall manually or by facsimile countersign and deliver such Rights Certificates to the holders of the Rights
pursuant to Section 2.3(c). Until the written notice provided for in this Section 2.6 is received by the Rights Agent,
the Rights Agent may presume conclusively for all purposes that the Separation Time has not occurred. No Rights Certificate
shall be valid for any purpose unless manually or by facsimile countersigned by the Rights Agent.


 


In case any authorized
signatory of the Rights Agent who has countersigned any of the Rights Certificates ceases to be an authorized signatory of
the Rights Agent before issuance and delivery by the Company, such Rights Certificates, nevertheless, may be issued and
delivered by the Company with the same force and effect as though the individual who countersigned such Rights Certificates
had not ceased to be an authorized signatory of the Rights Agent; and any Rights Certificates may be countersigned on behalf
of the Rights Agent by any individual who, at the actual date of the countersignature of such Rights Certificate, is properly
authorized to countersign such Rights Certificate, although at the date of the execution of this Agreement any such
individual was not so authorized.


 



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(b)              
Each Rights Certificate shall be dated the date of the countersignature thereof.


 


2.7             
Registration, Registration of Transfer and Exchange. (a) After the Separation Time, the Company will cause to be
kept a register (the “Rights Register”) in which, subject to such reasonable procedures as it may prescribe, the Company
will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed “Rights Registrar” for
the purpose of maintaining the Rights Register for the Company and registering Rights and transfers of Rights after the Separation
Time as herein provided. In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have
the right to examine the Rights Register at all reasonable times after the Separation Time.


 


After the Separation Time and prior to the
Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions
of Sections 2.7(c) and (d), the Company will execute, and the Rights Agent will countersign and, if requested by the Company
and provided with all necessary information, deliver, in the name of the holder or the designated transferee or transferees, as
required pursuant to the holder’s instructions, one or more new Rights Certificates evidencing the same aggregate number
of Rights as did the Rights Certificate so surrendered.


 






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(b)              
Except as otherwise provided in Section 3.1(b), all Rights issued upon any registration of transfer or exchange of Rights
Certificates shall be the valid obligations of the Company, and such Rights shall be entitled to the same benefits under this Agreement
as the Rights surrendered upon such registration of transfer or exchange.


 


(c)              
Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied
by a written instrument of transfer in form satisfactory to the Company and the Rights Agent, duly executed by the holder thereof
or such holder’s attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under
this Section 2.7, the Company may require the payment of a sum sufficient to cover any tax or other charge that may be imposed
in relation thereto. The Rights Agent shall not have any duty or obligation to take any action under any section of this Agreement
that requires the payment of taxes and/or charges unless and until it is satisfied that all such payments have been made.


 


(d)              
The Company shall not register the transfer or exchange of any Rights that have become null and void under Section 3.1(b),
been exchanged under Section 3.1(c) or been redeemed under Section 5.1.


 






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2.8             
Mutilated, Destroyed, Lost and Stolen Rights Certificates. (a)  If any mutilated Rights Certificate is
surrendered to the Rights Agent prior to the Expiration Time, then, subject to Sections 3.1(b), 3.1(c) and 5.1, the Company shall
execute and the Rights Agent shall countersign and deliver in exchange therefor a new Rights Certificate evidencing the same number
of Rights as did the Rights Certificate so surrendered.


 


(b)              
If there shall be delivered to the Company and the Rights Agent prior to the Expiration Time (i) evidence to their
satisfaction of the destruction, loss or theft of any Rights Certificate and (ii) such security or indemnity as may be required
by them to save each of them and any of their agents harmless, then, subject to Sections 3.1(b), 3.1(c) and 5.1 and in the absence
of written notice to the Company or the Rights Agent that such Rights Certificate has been acquired by a bona fide purchaser,
the Company shall execute and upon its written request the Rights Agent shall countersign and, if requested by the Company and
provided with all necessary information, deliver, in lieu of any such destroyed, lost or stolen Rights Certificate, a new Rights
Certificate evidencing the same number of Rights as did the Rights Certificate so destroyed, lost or stolen.


 


(c)               As
a condition to the issuance of any new Rights Certificate under this Section 2.8, the Company or the Rights Agent may
require the payment of a sum sufficient to cover any tax or other charge that may be imposed in relation thereto and any
other expenses (including the fees and expenses of the Rights Agent) connected therewith. The Rights Agent shall have no duty
or obligation to take any action under any Section of this Agreement which requires the payment by a Rights holder of
applicable taxes and/or charges unless and until it is satisfied that all such taxes and/or charges have been paid.


 






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(d)              
Every new Rights Certificate issued pursuant to this Section 2.8 in lieu of any destroyed, lost or stolen Rights Certificate
shall evidence an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Rights
Certificate shall be at any time enforceable by anyone, and, subject to Section 3.1(b) shall be entitled to all the benefits of
this Agreement equally and proportionately with any and all other Rights duly issued hereunder.


 


2.9             
Persons Deemed Owners. Prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated
Common Stock certificate or confirmation of registration, if uncertificated), the Company, the Rights Agent and any agent of the
Company or the Rights Agent may deem and treat the Person in whose name such Rights Certificate (or, prior to the Separation Time,
such Common Stock certificate or confirmation, if uncertificated) is registered as the absolute owner thereof and of the Rights
evidenced thereby for all purposes whatsoever, including, subject to Section 5.1(a), the payment of the Redemption Price, and neither
the Company nor the Rights Agent shall be affected by any notice to the contrary. As used in this Agreement, unless the context
otherwise requires, the term “holder” of any Rights shall mean the registered holder of such Rights (or, prior to the
Separation Time, the associated shares of Common Stock).


 






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2.10         
Delivery and Cancellation of Certificates. All Rights Certificates surrendered upon exercise or for registration
of transfer or exchange shall, if surrendered to any Person other than the Rights Agent, be delivered to the Rights Agent and,
in any case, shall be promptly cancelled by the Rights Agent. The Company may at any time deliver to the Rights Agent for cancellation
any Rights Certificates previously countersigned and delivered hereunder that the Company may have acquired in any manner whatsoever,
and all Rights Certificates so delivered shall be promptly cancelled by the Rights Agent. No Rights Certificates shall be countersigned
in lieu of or in exchange for any Rights Certificates cancelled as provided in this Section 2.10. Subject to applicable law, regulation
and its record retention policies, the Rights Agent shall maintain in a retrievable database electronic records of all cancelled
or destroyed Rights Certificates which have been cancelled or destroyed by the Rights Agent. The Rights Agent shall maintain such
electronic records for the time period required by applicable law, regulation and its record retention policies. Upon written request
of the Company within such retention period (and at the expense of the Company), the Right Agent shall provide to the Company or
its designee copies of such electronic records relating to Rights Certificates cancelled or destroyed by the Rights Agent.


 


2.11         
Agreement of Rights Holders. Every holder of Rights by accepting the same consents and agrees with the Company and the
Rights Agent and with every other holder of Rights that:


 


(a)              
prior to the Separation Time, each Right will be transferable only together with, and will be transferred by a transfer
of, the associated share of Common Stock;


 






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(b)              
after the Separation Time, the Rights Certificates will be transferable only on the Rights Register as provided herein;


 


(c)              
prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Common Stock certificate
or Common Stock registration, if uncertificated) for registration of transfer, the Company, the Rights Agent and any agent of the
Company or the Rights Agent may deem and treat the Person in whose name the Rights Certificate (or, prior to the Separation Time,
the associated Common Stock certificate or Common Stock registration, if uncertificated) is registered as the absolute owner thereof
and of the Rights evidenced thereby for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected
by any notice to the contrary;


 


(d)              
Rights Beneficially Owned by certain Persons will, under the circumstances set forth in Section 3.1(b), become null
and void;


 


(e)              
this Agreement may be supplemented or amended from time to time in accordance with its terms;


 


(f)               
the Board of Directors shall have the exclusive power and authority delegated to it pursuant to Section 5.13; and


 


(g)               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.


 






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ARTICLE
III




 


ADJUSTMENTS TO THE RIGHTS IN

THE EVENT OF CERTAIN TRANSACTIONS


 


3.1             
Flip-in. (a)  In the event that prior to the Expiration Time a Flip-in Date shall occur, except as otherwise
provided in this Section 3.1, each Right shall constitute the right to purchase from the Company, upon exercise thereof in
accordance with the terms hereof (but subject to Section 5.10), that number of shares of Common Stock having an aggregate
Market Price on the Stock Acquisition Date that gave rise to the Flip-in Date equal to twice the Exercise Price for an amount in
cash equal to the Exercise Price (such right to be appropriately adjusted in order to protect the interests of the holders of Rights
generally in the event that on or after such Stock Acquisition Date any of the events described in Section 2.4(a) or (b),
or any analogous event, shall have occurred with respect to the Common Stock).


 


(b)               Notwithstanding
the foregoing, any Rights that are Beneficially Owned on or after the Stock Acquisition Date by an Acquiring Person or an
Affiliate or Associate thereof shall become null and void and any holder of such Rights (including transferees, whether
direct or indirect, of any such Persons) shall thereafter have no right to exercise or transfer such Rights. If any Rights
Certificate is presented for assignment or exercise and the Person presenting the same will not properly complete the
certification set forth at the end of the form of assignment or notice of Election to Exercise or, if requested, will not
provide such additional evidence, including, without limitation, the identity of the Beneficial Owners and their Affiliates
and Associates (or former Beneficial Owners and their Affiliates and Associates) as the Company or the Board of Directors
shall reasonably request in order to determine if such Rights are null and void, then the Company shall be entitled
conclusively to deem the Rights to be Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof or a
transferee of any of the foregoing and accordingly deem the Rights evidenced thereby to be null and void and not
transferable, exercisable or exchangeable.


 






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(c)              
The Board of Directors may, at its option, at any time after a Flip-in Date and prior to the time that an Acquiring Person
becomes the Beneficial Owner of more than 50% of the outstanding shares of Common Stock, excluding for this purpose any shares
determined to be Constructively Owned, elect to exchange all (but not less than all) of the then outstanding Rights (which shall
not include Rights that have become null and void pursuant to the provisions of Section 3.1(b)) for shares of Common Stock
at an exchange ratio of one share of Common Stock per Right, appropriately adjusted in order to protect the interests of holders
of Rights generally in the event that after the Separation Time any of the events described in Section 2.4(a) or (b), or any
analogous event, shall have occurred with respect to the Common Stock (such exchange ratio, as adjusted from time to time, being
hereinafter referred to as the “Exchange Ratio”).


 






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Immediately upon the action of the Board
of Directors electing to exchange the Rights, without any further action and without any notice, the right to exercise the
Rights will terminate and each Right (other than Rights that have become null and void pursuant to Section 3.1(b)), whether
or not an Election to Exercise has been previously delivered, will thereafter represent only the right to receive a number of
shares of Common Stock equal to the Exchange Ratio. The exchange of the Rights by the Board of Directors may be made
effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may
establish. Promptly after the action of the Board of Directors electing to exchange the Rights, the Company shall give
written notice thereof (specifying the steps to be taken to receive shares of Common Stock in exchange for Rights) to the
Rights Agent and the holders of the Rights (other than Rights that have become null and void pursuant to Section 3.1(b))
outstanding immediately prior thereto by mailing such notice in accordance with Section 5.9. Before effecting an
exchange pursuant to this Section 3.1(c), the Board of Directors may direct the Company to enter into a Trust Agreement in
such form and with such terms as the Board of Directors shall then approve (the “Trust Agreement”). If the Board
of Directors so directs, the Company shall enter into the Trust Agreement and shall issue to the trust created by such
agreement (the “Trust”), which Trust shall act as the agent of the Company, all or some (as designated by the
Board of Directors) of the shares of Common Stock (or other securities) issuable pursuant to the exchange, and all or some
(as designated by the Board of Directors) holders of Rights entitled to receive shares pursuant to the exchange shall be
entitled to receive such shares (and any dividends paid or distributions made thereon after the date on which such shares are
deposited in the Trust) only from the Trust and solely upon compliance with the relevant terms and provisions of the Trust
Agreement. Prior to effecting an exchange and registering shares of Common Stock (or other such securities) in any
Person’s name, including any nominee or transferee of a Person, the Company may require (or cause the trustee of the
Trust to require), as a condition thereof, that any holder of Rights provide evidence, including, without limitation, the
identity of the Beneficial Owners thereof and their Affiliates and Associates (or former Beneficial Owners thereof and their
Affiliates and Associates) as the Company shall reasonably request in order to determine if such Rights are null and void. If
any Person shall fail to comply with such request, the Company shall be entitled conclusively to deem the Rights formerly
held by such Person to be null and void pursuant to Section 3.1(b) and not transferable or exercisable or exchangeable in
connection herewith. Any shares of Common Stock or other securities issued at the direction of the Board of Directors in
connection herewith shall be validly issued, fully paid and non-assessable shares of Common Stock or of such other securities
(as the case may be), and the Company shall be deemed to have received as consideration for such issuance a benefit having a
value that is at least equal to the aggregate par value of the shares so issued. Approval by the Board of Directors of the
exchange shall constitute a determination by the Board of Directors that such consideration is adequate.


 






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Each Person in whose name any
certificate for shares is issued (or for whom any registration on the stock transfer books of the Company is made) upon the
exchange of Rights pursuant to this Section 3.1(c) or Section 3.1(d) shall for all purposes be deemed to have become the
holder of record of the shares represented thereby as of the Close of Business on, and such certificate (or registration on
the stock transfer books of the Company) shall be dated (or registered) as of, the date upon which the Rights Certificate
evidencing such Rights was duly exchanged or deemed exchanged by the Company and payment of any applicable taxes and other
governmental charges payable by the holder was made; provided, however, that if the date of such exchange and
payment is a date upon which the stock transfer books of the Company are closed, such Person shall be deemed to have become
the record holder of such shares on, and such certificate (or registration on the stock transfer books of the Company) shall
be dated (or registered) as of, the next succeeding Business Day on which the stock transfer books of the Company are
open.


 






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(d) Whenever the Company shall become obligated
under Section 3.1(a) or (c) to issue shares of Common Stock upon exercise of or in exchange for Rights, the Company,
as determined by the Board of Directors, may substitute therefor shares of Preferred Stock, at a ratio of one one-thousandth of
a share of Preferred Stock for each share of Common Stock so issuable, subject to adjustment.


 


(e) In the event that there shall not be
sufficient treasury shares or authorized but unissued shares of Common Stock or Preferred Stock of the Company to permit the
exercise in full of the Rights in accordance with Section 3.1(a) or if the Company so elects to make the exchange
referenced in Section 3.1(c), to permit the issuance of all shares pursuant to the exchange, the Company shall either
(i) call a meeting of stockholders seeking approval to cause sufficient additional shares to be authorized (provided
that if such approval is not obtained the Company will take the action specified in clause (ii) of this sentence) or
(ii) take such action as shall be necessary to ensure and provide, without exposing the directors to personal liability (as
determined by the Board of Directors), as and when and to the maximum extent permitted by applicable law and any agreements
or instruments in effect prior to the time an Acquiring Person controls the Board of Directors (and remaining in effect) to
which the Company is a party, that each Right shall thereafter constitute the right to receive, (x) in the case of any
exercise in accordance with Section 3.1(a), at the Company’s option, either (A) in return for the Exercise Price, debt
or equity securities or other assets (or a combination thereof) having a fair value equal to twice the Exercise Price, or
(B) without payment of consideration (except as may be required for the valid issuance of securities or otherwise
required by applicable law), debt or equity securities or other assets (or a combination thereof) having a fair value equal
to the Exercise Price, or (y) in the case of an exchange of Rights in accordance with Section 3.1(c), debt or equity
securities or other assets (or a combination thereof) having a fair value equal to the product of the Market Price of a share
of Common Stock on the Flip-in Date times the Exchange Ratio in effect on the Flip-in Date, where in any case set forth in
(x) or (y) above the fair value of such debt or equity securities or other assets shall be as determined in good faith by the
Board of Directors, after consultation with a nationally recognized investment banking firm.


 






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3.2              Flip-over.
(a)  Prior to the Expiration Time, the Company shall not enter into any agreement with respect to, consummate
or permit to occur any Flip-over Transaction or Event unless and until it shall have entered into a supplemental agreement
with the Flip-over Entity, for the benefit of the holders of the Rights (the terms of which shall be reflected in an
amendment to this Agreement entered into with the Rights Agent), providing that, upon consummation or occurrence of the
Flip-over Transaction or Event (i) each Right shall thereafter constitute the right to purchase from the Flip-over
Entity, upon exercise thereof in accordance with the terms hereof, that number of shares of Flip-over Stock of the Flip-over
Entity having an aggregate Market Price on the date of consummation or occurrence of such Flip-over Transaction or Event
equal to twice the Exercise Price for an amount in cash equal to the Exercise Price (such right to be appropriately adjusted
in order to protect the interests of the holders of Rights generally in the event that after such date of consummation or
occurrence any of the events described in Section 2.4(a) or (b), or any analogous event, shall have occurred with
respect to the Flip-over Stock) and (ii) the Flip-over Entity shall thereafter be liable for, and shall assume, by
virtue of such Flip-over Transaction or Event and such supplemental agreement, all the obligations and duties of the Company
pursuant to this Agreement.


  



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(b)              
Prior to the Expiration Time, unless the Rights will be redeemed pursuant to Section 5.1 pursuant to an agreement entered
into by the Company prior to a Flip-in Date, the Company shall not enter into any agreement with respect to, consummate or permit
to occur any Flip-over Transaction or Event if (i) at the time thereof there are any rights, warrants or securities outstanding
or any other arrangements, agreements or instruments that would eliminate or otherwise diminish in any material respect the benefits
intended to be afforded by this Agreement to the holders of Rights upon consummation of such transaction, (ii) prior to, simultaneously
with or immediately after such Flip-over Transaction or Event, the stockholders of the Person who constitutes, or would constitute,
the Flip-over Entity shall have received a distribution of Rights previously owned by such Person or any of its Affiliates or Associates,
or (iii) the form or nature of organization of the Flip-over Entity would preclude or limit the exercisability of the Rights.


 


(c)              
The provisions of this Section 3.2 shall apply to successive Flip-over Transactions or Events.


 






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ARTICLE
IV


 


THE RIGHTS AGENT


 


4.1             
General. (a)  The Company hereby appoints the Rights Agent to act as agent for the Company in accordance
with the express terms and conditions hereof (and no implied terms or conditions), and the Rights Agent hereby accepts such appointment.
The Company 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, to reimburse its reasonable expenses, counsel fees and other disbursements incurred in
the preparation, negotiation, delivery, amendment, administration and execution of this Agreement and the exercise and performance
of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss,
liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expense (including, without limitation, the reasonable
fees and expenses of legal counsel), incurred without gross negligence, bad faith or willful misconduct on the part of the Rights
Agent (each as determined by a final non-appealable judgment of a court of competent jurisdiction), for any action taken, suffered
or omitted to be taken by the Rights Agent in connection with the acceptance, administration, exercise and performance of its duties
under this Agreement. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the Company.
The provisions of this Section 4.1 and Section 4.3 below shall survive the termination of this Agreement, the exercise or expiration
of the Rights and the resignation, replacement or removal of the Rights Agent.


 






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


 


4.2              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 is a party, or any Person succeeding to the shareholder
services business of the Rights Agent or any successor Rights Agent, will be the successor to the Rights Agent under this
Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto, provided
that such Person would be eligible for appointment as a successor Rights Agent under the provisions of Section 4.4. In
case at the time such successor Rights Agent succeeds to the agency created by this Agreement any of the Rights Certificates
have been countersigned but not delivered, any such successor Rights Agent may adopt the countersignature of the predecessor
Rights Agent and deliver such Rights Certificates so countersigned; and in case at that time any of the Rights Certificates
have not been countersigned, any successor Rights Agent may countersign such Rights Certificates either in the name of the
predecessor Rights Agent or in the name of the successor Rights Agent; and in all such cases such Rights Certificates will
have the full force provided in the Rights Certificates and in this Agreement.


 






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(b)              
In case at any time the name of the Rights Agent is 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.


 


4.3             
Duties of Rights Agent. The Rights Agent undertakes to perform only the duties and obligations expressly imposed
by this Agreement (and no implied duties or obligations) 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 or an employee of the Rights Agent),
and the advice or opinion of such counsel will be full and complete authorization and protection to the Rights Agent and the
Rights Agent shall incur no liability for or in respect of any action taken, suffered or omitted to be taken by it in the
absence of bad faith and in accordance with such advice or opinion.


 



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(b)              
Whenever in the performance of its duties under this Agreement the Rights Agent deems it necessary or desirable that any
fact or matter (including without limitation, the identity of an Acquiring Person and the determination of the current per share
market price of any security) be proved or established by the Company prior to taking, suffering or omitting to take 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 a person believed by the Rights Agent to be the Chairman of the
Board of Directors, the President or any Vice President and by the Treasurer or any Assistant Treasurer or the Secretary or any
Assistant Secretary of the Company and delivered to the Rights Agent; and such certificate will be full and complete authorization
and protection to the Rights Agent and the Rights Agent shall incur no liability for any action taken, suffered or omitted to be
taken in the absence of bad faith by it under the provisions of this Agreement in reliance upon such certificate.


 


(c)               The
Rights Agent will be liable to the Company and any other Person hereunder only for its own gross negligence, bad faith or
willful misconduct (each as determined by a final non-appealable judgment of a court of competent jurisdiction). Anything to
the contrary notwithstanding, in no event shall the Rights Agent be liable for special, punitive, indirect, consequential or
incidental loss or damage of any kind whatsoever (including, but not limited to, lost profits), even if the Rights Agent has
been advised of the likelihood of such loss or damage. Any and all liability of the Rights Agent under this Agreement will be
limited to the amount of annual fees paid by the Company to the Rights Agent pursuant to this Agreement during the twelve
(12) months immediately preceding the event for which recovery from the Rights Agent is being sought.


 






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


 


(e)               The
Rights Agent will not have any liability for or be under any responsibility in respect of the validity of this Agreement or
the execution and delivery hereof (except the due authorization, execution and delivery hereof by the Rights Agent) or in
respect of the validity or execution of any certificate, if any, for securities purchasable upon exercise of Rights or Rights
Certificate (except its countersignature thereof); nor will it be responsible for any breach by the Company of any covenant
or condition contained in this Agreement or in any Rights Certificate; nor will it be responsible for any change in the
exercisability or exchangeability of the Rights (including the Rights becoming null and void pursuant to Section 3.1(b))
or any change or adjustment in the terms of the Rights (including any adjustment required under the provisions of
Section 2.4, 3.1 or 3.2) 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 after receipt of
the certificate contemplated by Section 2.4 describing any such adjustment, upon which the Rights Agent may rely); nor
will it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any
securities purchasable upon exercise of Rights or any Rights or as to whether any securities purchasable upon exercise of
Rights will, when issued, be duly and validly authorized, executed, issued and delivered and fully paid and
non-assessable.


 






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


 


(g)               The
Rights Agent is hereby authorized and directed to accept advice or written instructions with respect to the performance of
its duties hereunder from any individual believed by the Rights Agent to be the Chairman of the Board of Directors, the
President or any Vice President or the Secretary or any Assistant Secretary or the Treasurer or any Assistant Treasurer of
the Company, and to apply to such individual for advice or instructions in connection with its duties, and such instructions
shall be full authorization and protection to the Rights Agent and the Rights Agent shall not be liable for or in respect of
any action taken, suffered or omitted to be taken by it in the absence of bad faith in accordance with instructions of any
such individual or for any delay while acting or while waiting for those instructions. The Rights Agent shall be fully
authorized and protected in relying upon the most recent instructions received by any such individual. In the event the
Rights Agent believes any ambiguity or uncertainty exists hereunder or in any notice, instruction, direction, request or
other communication, paper or document received by the Rights Agent hereunder, the Rights Agent may, in its sole discretion,
refrain from taking any action, and shall be fully protected and shall not be liable in any way to the Company or any other
Person for refraining from taking such action, if the Rights Agent shall have notified the Company promptly of such belief in
writing, and unless the Rights Agent shall receive written instructions executed by a person authorized under this Section
4.3(g), which eliminates such ambiguity or uncertainty to the satisfaction of the Rights Agent.


 






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


 


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


 






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(j)                
No provision of this Agreement shall require the Rights Agent to expend its own funds or otherwise incur any financial liability
in the performance of any of its duties hereunder or in the exercise of its rights if it believes that repayment of such funds
or adequate indemnification against such risk or liability is not assured 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 not been properly completed or duly executed,
the Rights Agent shall not take any further action with respect to such requested exercise or transfer without first consulting
with the Company and the Rights Agent shall not be liable for any delays arising from the duties under this Section 4.3(k).


 


(l)                
The Rights Agent shall have no responsibility to the Company, any holders of Rights, any holders of shares of Common Stock
or any other person for interest or earnings on any moneys held by the Rights Agent pursuant to this Agreement.


 


(m)            
The Rights Agent shall not have any duty or responsibility in the case of the receipt of any written demand from any holder
of Rights with respect to any action or default by the Company, including, without limiting the generality of the foregoing, any
duty or responsibility to initiate or attempt to initiate any proceedings at law or otherwise or to make any demand upon the Company.


 


(n)               The
Rights Agent shall not be required to take notice or be deemed to have notice of any event or condition hereunder, including
any event or condition that may require action by the Rights Agent, unless the Rights Agent shall be specifically notified in
writing of such event or condition by the Company, and all notices or other instruments required by this Agreement to be
delivered to the Rights Agent must, in order to be effective, be received by the Rights Agent as specified in Section 5.9
hereof, and in the absence of such notice so delivered, the Rights Agent may conclusively assume no such event or condition
exists.


 






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(o)              
Notwithstanding anything to the contrary contained herein, the Rights Agent shall not be liable for any delays or failures
in performance resulting from acts beyond its reasonable control including, without limitation, acts of God, terrorist acts, disease,
pandemics, shortage of supply, breakdowns or malfunctions, interruptions or malfunctions of computer facilities, or loss of data
due to power failures or mechanical difficulties with information storage or retrieval systems, labor difficulties, war, or civil
unrest.


 


(p)               The Rights Agent shall not be subject to and shall not be
required to determine if the Company, the Board of Directors or any other Person has complied with the Credit Agreement even though
reference to the Credit Agreement may be made in this Agreement.


 


4.4              Change
of Rights Agent. The Rights Agent may resign and be discharged from its duties under this Agreement upon at least
30 days’ notice (or such lesser notice as is acceptable to the Company) in writing mailed to the Company by
registered or certified mail or overnight delivery and, in the event that the Rights Agent or one of its Affiliates is not
also the transfer agent of the Company, to each transfer agent of Common Stock known to the Rights Agent. In the event the
transfer agency relationship in effect between the Company and the Rights Agent terminates, the Rights Agent will be deemed
to have resigned automatically and be discharged from its duties under this Agreement as of the effective date of such
termination, and the Company shall be responsible for sending any required notice. The Company may remove the Rights Agent
upon 30 days’ notice in writing, mailed to the Rights Agent and to each transfer agent of the Common Stock by
overnight delivery, registered or certified mail. If the Rights Agent should resign or be removed or otherwise become
incapable of acting, the Company will appoint a successor to the Rights Agent. If the Company fails to make such appointment
within a period of 30 days after such removal or after the effectiveness of such resignation or such incapacity by the
incapacitated Rights Agent or by the holder of any Rights (which holder shall, with such notice, submit such holder’s
Rights Certificate for inspection by the Company), then the holder of any Rights 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 Person (other than a natural person) organized and doing business under the laws of the United
States or any state of the United States, in good standing, which is authorized under such laws to exercise the powers of the
Rights Agent contemplated by this Agreement and is subject to supervision or examination by federal or state authority and
which, when combined with its Affiliates, 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 Person described in clause (a) of this sentence. After appointment, the
successor Rights Agent will be vested with the same powers, rights, duties and responsibilities as if it had been originally
named as Rights Agent without further act or deed; 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; but such predecessor Rights Agent shall not be required to make any
additional expenditure or assume any additional liability in connection with the foregoing. Not later than the effective date
of any such appointment, the Company will file notice thereof in writing with the predecessor Rights Agent and each transfer
agent of the Common Stock, and mail a notice thereof in writing to the holders of the Rights. Failure to give any notice
provided for in this Section 4.4, however, or any defect therein, shall not affect the legality or validity of the
resignation or removal of the predecessor Rights Agent or the appointment of the successor Rights Agent, as the case may
be.


 






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ARTICLE
V



MISCELLANEOUS


 


5.1             
 Redemption. (a)  The Board of Directors may, at its option, at any time prior to the Flip-in Date, elect
to redeem all (but not less than all) of the then outstanding Rights at the Redemption Price and the Company, at its option, may
pay the Redemption Price either in cash or shares of Common Stock or other securities of the Company deemed by the Board of Directors,
in the exercise of its sole discretion, to be at least equivalent in value to the Redemption Price, provided that, the Board
of Directors may not exercise such redemption right if and to the extent such exercise is not permitted under the Credit Agreement.
In the event that the Board of Directors is not permitted to exercise the redemption right, the Board of Directors may, in the
exercise of its sole discretion, accelerate the Expiration Time.


 


(b)               Immediately
upon the action of the Board of Directors electing to redeem the Rights (or, if the resolution of the Board of Directors
electing to redeem the Rights states that the redemption will not be effective until the occurrence of a specified future
time or event, upon the occurrence of such future time or event), without any further action and without any notice, the
right to exercise the Rights will terminate and each Right, whether or not previously exercised, will thereafter, subject to
Section 5.1(a), represent only the right to receive the Redemption Price in cash or securities, as determined by the Board of
Directors. Promptly after the Rights are redeemed, the Company shall give notice of such redemption to the Rights Agent and
the holders of the then outstanding Rights by mailing such notice in accordance with Section 5.9.


 






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5.2             
Expiration. The Rights and this Agreement shall expire at the Expiration Time and no Person shall have any rights
pursuant to this Agreement or any Right after the Expiration Time, except, if the Rights have been exchanged or redeemed, as provided
in Section 3.1 or 5.1, respectively.


 


5.3              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 its Board of
Directors to reflect any adjustment or change in the number or kind or class of shares of stock purchasable upon exercise of
Rights made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of
shares of Common Stock by the Company following the Separation Time and prior to the Expiration Time pursuant to the terms of
securities convertible or redeemable into shares of Common Stock or to options, warrants or other rights (other than any
securities issued or issuable in connection with the exercise or exchange of Rights), in each case issued or granted prior
to, and outstanding at, the Separation Time, the Company shall issue to the holders of such shares of Common Stock, Rights
Certificates representing the appropriate number of Rights in connection with the issuance or sale of such shares of Common
Stock; provided, however, in each case, (i) no such Rights Certificate shall be issued, if, and to the extent
that, the Board of Directors determines in its sole discretion, after receiving the advice of legal counsel, that such
issuance would create a significant risk of material adverse tax consequences to the Company or to the Person to whom such
Rights Certificates would be issued, (ii) no such Rights Certificates shall be issued if, and to the extent that, appropriate
adjustment shall have otherwise been made in lieu of the issuance thereof, and (iii) the Company shall have no obligation to
distribute Rights Certificates to any Acquiring Person or Affiliate or Associate of an Acquiring Person or any transferee of
any of the foregoing.


 






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5.4              Supplements
and Amendments. The Company and the Rights Agent may from time to time supplement or amend this Agreement without the
approval of any holders of Rights (i) prior to the Flip-in Date, in any respect and (ii) on or after the Flip-in Date,
to make any changes that the Company may deem necessary or desirable (x) that shall not materially adversely affect the
interests of the holders of Rights generally (other than the Acquiring Person or any Affiliate or Associate thereof), (y) in
order to cure any ambiguity or to correct or supplement any provision contained herein which may be inconsistent with any
other provisions herein or otherwise defective or (z) in order to satisfy any applicable law, rule or regulation, including
any Trading Regulation on any applicable exchange so as to allow trading of the Company’s securities thereon. The
Rights Agent will duly execute and deliver any supplement or amendment hereto requested by the Company in writing, provided,
that the Company has delivered to the Rights Agent a certificate from any of the officers of the Company identified in
Section 4.3(b) that states that the proposed supplement or amendment complies with the terms of this Agreement.
Notwithstanding anything contained in this Agreement 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. No supplement or amendment to this Agreement shall be effective unless duly executed by the Rights
Agent and the Company.


 






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5.5             
Fractional Shares. If the Company elects not to issue certificates representing (or register on the stock transfer
books of the Company) fractional shares upon exercise, redemption or exchange of Rights, the Company shall, in lieu thereof, in
the sole discretion of the Board of Directors, either (a) evidence such fractional shares by depositary receipts issued pursuant
to an appropriate agreement between the Company and a depositary selected by it, providing that each holder of a depositary receipt
shall have all of the rights, privileges and preferences to which such holder would be entitled as a beneficial owner of such fractional
share, or (b) pay to the registered holder of such Rights the appropriate fraction of the Market Price per share in cash.
Whenever a payment for fractional shares is to be made by the Rights Agent, the Company shall (i) promptly prepare and deliver
to the Rights Agent a certificate setting forth in reasonable detail the facts related to such payments and the prices and/or formulas
utilized in calculating such payments, and (ii) provide sufficient monies to the Rights Agent in the form of fully collected funds
to make such payments. The Rights Agent shall be fully protected in relying upon such a certificate and shall have no duty with
respect to, and shall not be deemed to have knowledge of any payment for, fractional shares under any Section of this Agreement
relating to the payment of fractional shares unless and until the Rights Agent shall have received such a certificate and sufficient
monies.


 






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5.6             
Rights of Action. Subject to the terms of this Agreement (including Sections 3.1(b), 5.10 and 5.13), rights
of action in respect of this Agreement, other than rights of action vested solely in the Rights Agent, the Board of Directors or
the Company, are vested in the respective holders of the Rights; and any holder of any Rights, without the consent of the Rights
Agent or of the holder of any other Rights, may, on such holder’s own behalf and for such holder’s own benefit and
the benefit of other holders of Rights, enforce, and may institute and maintain any suit, action or proceeding against the Company
to enforce, or otherwise act in respect of, such holder’s right to exercise such holder’s Rights in the manner provided
in such holder’s 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 will be entitled to specific performance of the obligations under, and injunctive relief against actual
or threatened violations of, the obligations of any Person subject to this Agreement.


 


5.7              Holder
of Rights Not Deemed a Stockholder. No holder, as such, of any Rights shall be entitled to vote, receive dividends or be
deemed for any purpose the holder of shares or any other securities that may at any time be issuable on the exercise of such
Rights, nor shall anything contained herein or in any Rights Certificate be construed to confer upon the holder of any
Rights, 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 5.8), or to receive
dividends or subscription rights, or otherwise, until such Rights shall have been exercised or exchanged in accordance with
the provisions hereof.


 






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5.8             
Notice of Proposed Actions. In case the Company shall propose at or after the Separation Time and prior to the Expiration
Time (i) to effect or permit a Flip-over Transaction or Event or (ii) to effect the liquidation, dissolution or winding
up of the Company, then, in each such case, the Company shall give to the Rights Agent and to each holder of a Right, in accordance
with Section 5.9, written notice of such proposed action, which shall specify the date on which such Flip-over Transaction
or Event, liquidation, dissolution, or winding up is to take place, and such notice shall be so given at least 20 Business
Days prior to the date of the taking of such proposed action.


 


5.9             
Notices. Notices or demands authorized or required by this Agreement to be given or made by the Rights Agent or by
the holder of any Rights to or on the Company shall be sufficiently given or made if delivered or sent by overnight delivery or
first-class mail, postage prepaid, addressed (until another address is filed in writing with the Rights Agent) as follows:


 


Spirit AeroSystems Holdings, Inc.


 


3801 South Oliver


 


Wichita, Kansas 67210


 


Attention: General Counsel


 


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


 






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Computershare Inc.


 


150 Royall Street


 


Canton, MA 02021


 


Attention: Client Services


 


Notices or demands authorized or required by this Agreement
to be given or made by the Company or the Rights Agent to or on the holder of any Rights shall be sufficiently given or made if
delivered or sent by overnight delivery, first-class mail, postage prepaid, addressed to such holder at the address of such holder
as it appears upon the registry books of the Rights Agent or, prior to the Separation Time, on the registry books of the transfer
agent for the Common Stock. Any notice that is mailed in the manner herein provided shall be deemed given, whether or not the holder
receives the notice, except notice to the Company shall be effective only upon receipt.


 


5.10          Suspension
of Exercisability or Exchangeability. To the extent that the Board of Directors determines in good faith that some action
will or need be taken pursuant to, or in order to properly give effect to, Section 2.3, 3.1 or 4.4 or to comply with
federal or state securities laws or applicable Trading Regulations, the Company may suspend the exercisability or
exchangeability of the Rights for a reasonable period sufficient to allow it to take such action or comply with such laws or
Trading Regulations. In the event of any such suspension, the Company shall issue as promptly as practicable a public
announcement (with prompt written notice to the Rights Agent) stating that the exercisability or exchangeability of the
Rights has been temporarily suspended. Notice thereof pursuant to Section 5.9 shall not be required. Upon such
suspension, any rights of action vested in a holder of Rights shall be similarly suspended.


 






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Failure to give a notice pursuant to the provisions
of this Agreement shall not affect the validity of any action taken hereunder.


 


5.11         
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.


 


5.12         
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 holders of the Rights any legal or equitable right, remedy or claim under this Agreement and this Agreement
shall be for the sole and exclusive benefit of the Company, the Rights Agent and the holders of the Rights.


 


5.13          Determination
and Actions by the Board of Directors, etc. The Board of Directors (or any duly authorized committee thereof) shall have
the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to
the Board of Directors or to the Company, or as may be necessary or advisable in the implementation or administration of this
Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement and
(ii) make all determinations and calculations deemed necessary or advisable for the implementation or administration of
this Agreement, including, without limitation, the right to determine the Rights to be null and void pursuant to
Section 3.1, after taking into account the purpose of this Agreement and the Company’s interest in maintaining an
orderly trading market in the outstanding shares of Common Stock. All such actions, interpretations, calculations and
determinations done or made by the Board of Directors (including by a duly authorized committee of the Board of Directors),
shall be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other Persons. The
Rights Agent shall always be entitled to assume that the Board of Directors of the Company acted in good faith and the Rights
Agent shall be fully protected and shall incur no liability in reliance thereon.


 






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5.14         
Descriptive Headings; Section References. Descriptive headings appear herein for convenience only and shall not control
or affect the meaning or construction of any of the provisions hereof. Where a reference in this Agreement is made to a Section,
such reference shall be to a Section of this Agreement unless otherwise indicated.


 


5.15         
GOVERNING LAW; EXCLUSIVE JURISDICTION. (a)  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 ENTERED INTO, MADE WITHIN, AND TO BE PERFORMED
ENTIRELY WITHIN THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO ANY CHOICE OR CONFLICT OF LAWS PROVISIONS OR RULES THAT WOULD CAUSE
THE APPLICATION OF LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF DELAWARE.


 


(b)               
(i)       THE COMPANY AND EACH HOLDER OF RIGHTS HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE COURT OF
CHANCERY OF THE STATE OF DELAWARE, OR, IF SUCH COURT SHALL LACK SUBJECT MATTER JURISDICTION, THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF DELAWARE OVER ANY SUIT, ACTION, OR PROCEEDING ARISING OUT OF OR RELATING TO OR CONCERNING THIS AGREEMENT.
The Company and each holder of Rights acknowledge that the forum designated by this paragraph (b) has a reasonable relation
to this Agreement, and to such Persons’ relationship with one another. TO THE FULLEST EXTENT PERMITTED BY LAW, THE
COMPANY AND EACH HOLDER OF RIGHTS HEREBY WAIVES ANY AND ALL RIGHTS SUCH PARTY MAY HAVE TO A JURY TRIAL WITH RESPECT TO ANY
DISPUTE ARISING OUT OF OR RELATING TO OR CONCERNING THIS AGREEMENT.


 



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(ii)             
The Company and each holder of Rights hereby waive, to the fullest extent permitted by applicable law, any objection which
they now or hereafter have to personal jurisdiction or to the laying of venue of any such suit, action or proceeding brought in
any court referred to in paragraph (b)(i). The Company and each holder of Rights undertake not to commence any action subject to
this Agreement in any forum other than the forum described in this paragraph (b). The Company and each holder of Rights agree that,
to the fullest extent permitted by applicable law, a final and non-appealable judgment in any such suit, action, or proceeding
brought in any such court shall be conclusive and binding upon such Persons.


 


5.16          Counterparts.
This Agreement may be executed in any number of counterparts (including by facsimile, PDF or other electronic means) 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.


 






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5.17         
Severability. If any term or provision hereof or the application thereof to any circumstance shall, in any jurisdiction
and to any extent, be invalid or unenforceable, such term or provision shall be ineffective as to such jurisdiction to the extent
of such invalidity or unenforceability without invalidating or rendering unenforceable the remaining terms and provisions hereof
or the application of such term or provision to circumstances other than those as to which it is held invalid or unenforceable;
provided, that if any such excluded term or provision shall adversely affect the rights, immunities, duties or obligations
of the Rights Agent, the Rights Agent shall be entitled to resign immediately.


 


5.18          Customer
Identification Program. The Company acknowledges that the Rights Agent is subject to the customer identification program
(“Customer Identification Program”) requirements under the USA PATRIOT Act and its implementing regulations, and
that the Rights Agent must obtain, verify and record information that allows the Rights Agent to identify the Company.
Accordingly, prior to accepting an appointment hereunder, the Rights Agent may request information from the Company that will
help the Rights Agent to identify the Company, including without limitation the Company’s physical address, tax
identification number, organizational documents, certificate of good standing, license to do business, or any other
information that the Rights Agent deems necessary. The Company agrees that the Rights Agent cannot accept an appointment
hereunder unless and until the Rights Agent verifies the Company’s identity in accordance with the Customer
Identification Program requirements.


 






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5.19         
Withholding. In the event that the Company, the Rights Agent or their agents determine that they are obligated to
withhold or deduct any tax or other charge under any applicable law on actual or deemed payments or distributions hereunder to
a holder of the Rights, Common Stock or other cash, securities or other property, the Company, the Rights Agent or their agents
shall be entitled, but not obligated, to (i) deduct and withhold such amount by withholding a portion or all of the cash,
securities or other property otherwise deliverable or by otherwise using any property (including, without limitation, Rights, Preferred
Stock, Common Stock or cash) that is owned by such holder, or (ii) in lieu of such withholding, require any holder to make
a payment to the Company, the Rights Agent or their agents, in each case in such amounts as they deem necessary to meet their withholding
obligations, and in the case of (i) above, shall also be entitled, but not obligated, to sell all or a portion of such withheld
securities or other property by public or private sale in such amounts and in such manner as they deem necessary and practicable
to pay such taxes and charges. Notwithstanding the foregoing, the Rights Agent shall not be required to withhold or deduct any
tax or other charge without the express written instructions of the Company, accompanied by any other information reasonably requested
by the Rights Agent, and the Rights Agent shall be fully protected and shall incur no liability for not withholding or deducting
any tax or other charge unless and until it has received such notice and accompanying information.


 






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


	 	 
	 	SPIRIT AEROSYSTEMS HOLDINGS,
    INC.
	 	 
	 	By:	/s/ Kelly Ann Gaide
	 	 	Name: Kelly Ann Gaide
	 	 	Title: Assistant Corporate Secretary
	 	 
	 	COMPUTERSHARE INC.
	 	 
	 	By:	/s/ Cosmo Zagare
	 	 	Name: Cosmo Zagare
	 	 	Title: Vice President




 






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EXHIBIT A




 







[Form of Rights Certificate]


 


	Certificate No. W-	_______ Rights



 


THE RIGHTS ARE SUBJECT TO REDEMPTION OR MANDATORY
EXCHANGE, AT THE OPTION OF THE COMPANY, ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT. RIGHTS BENEFICIALLY OWNED BY ACQUIRING
PERSONS OR AFFILIATES OR ASSOCIATES THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT) OR TRANSFEREES OF ANY OF THE FOREGOING
WILL BE VOID.


 


Rights Certificate


 


SPIRIT AEROSYSTEMS HOLDINGS, INC.


 


This certifies that
____________________, or registered assigns, is the registered holder of the number of Rights set forth above, each of which
entitles the registered holder thereof, subject to the terms, provisions and conditions of the Stockholder Protection Rights
Agreement, dated as of April 22, 2020 (as amended from time to time, the “Rights Agreement”), between Spirit
AeroSystems Holdings Inc., a Delaware corporation (the “Company”), and Computershare Inc, as
Rights Agent (the “Rights Agent”, which term shall include any successor Rights Agent under the Rights
Agreement), to purchase from the Company at any time after the Separation Time (as such term is defined in the Rights
Agreement) and prior to the close of business on April 22, 2021, one one-thousandth of a fully paid share of
Participating Preferred Stock, par value $0.01 per share (the “Preferred Stock”), of the Company (subject to
adjustment as provided in the Rights Agreement) at the Exercise Price referred to below, upon presentation and surrender of
this Rights Certificate with the Form of Election to Exercise duly executed at the office of the Rights Agent designated for
such purpose. The Exercise Price shall initially be $140.00 per Right and shall be subject to adjustment in certain events as
provided in the Rights Agreement.


 






     


     


    

 


In certain circumstances described in the
Rights Agreement, the Rights evidenced hereby may entitle the registered holder thereof to purchase securities of an entity other
than the Company or securities of the Company other than Preferred Stock or assets of the Company, all as provided 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. Copies of the Rights Agreement are on file at the principal office of the Company and are available without
cost upon written request.


 


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 evidencing an aggregate number of Rights equal to the aggregate number
of Rights evidenced by the Rights Certificate or Rights Certificates surrendered. If this Rights Certificate shall be exercised
in part, the registered 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, each Right evidenced by this Certificate may be (a) redeemed by the Company under certain circumstances, at
its option, at a redemption price of $0.0001 per Right or (b) exchanged by the Company under certain circumstances, at
its option, for one share of Common Stock or one one-thousandth of a share of Preferred Stock per Right (or, in certain
cases, other securities or assets of the Company), subject in each case to adjustment in certain events as provided in the
Rights Agreement.


 






    -2-


     


    

 


No holder of this Rights Certificate, as such,
shall be entitled to vote or receive dividends or be deemed for any purpose the holder of any securities 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 or withhold consent to any corporate action, or
to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive
dividends or subscription rights, or otherwise, until the Rights evidenced by this Rights Certificate shall have been exercised
or exchanged 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.


 


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


Date: ____________


 



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	ATTEST:	SPIRIT AEROSYSTEMS HOLDINGS, INC.
	 	 
	 	 	By	          
	Secretary
	 
	Countersigned:
	 
	COMPUTERSHARE INC
	 
	By	                                                                  	 	 
	Authorized Signature    




 






    -4-


     


    

 





[Form of Reverse Side of Rights Certificate]




 


FORM OF ASSIGNMENT


 


(To be executed by the registered holder
if such

holder desires to transfer this Rights Certificate.)


 


	FOR VALUE RECEIVED
                                                       
    hereby sells, assigns and transfers unto                                                                                                          
	 
	(Please
    print name and address of transferee)




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


 


Dated: _______________, ____


 


	Signature Guaranteed:	_________________________
	 	Signature

(Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever)


 


Signatures must be guaranteed by an eligible
guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature
guarantee Medallion program), pursuant to Exchange Act Rule 17Ad-15. A notary is not sufficient.


 


	
	(To be completed if true)


The undersigned hereby represents, for the benefit of all holders
of Rights and shares of Common Stock, that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the
undersigned, have never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the
Rights Agreement).


 


	 	
	 	Signature



 






     


     


    





 


NOTICE


 


In the event the certification set forth above
is not properly completed in connection with a purported assignment, the Company will deem the Beneficial Owner of the Rights evidenced
by the enclosed Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement)
or a transferee of any of the foregoing and accordingly will deem the Rights evidenced by such Rights Certificate to be void and
not transferable or exercisable.


 






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FORM OF ELECTION
TO EXERCISE


 


(To be executed if holder desires to

exercise the Rights Certificate.)


 


TO: SPIRIT AEROSYSTEMS HOLDINGS, INC.


 


The undersigned hereby irrevocably elects
to exercise _______________________ whole Rights represented by the attached Rights Certificate to purchase the shares of Participating
Preferred Stock issuable upon the exercise of such Rights and requests that certificates for such shares be issued in the name
of:


 


	 	 	 
	 	Address:	 
	 	 	 
	 	Social Security or Other Taxpayer

    Identification Number:	 




 


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:


 


	 	 	 
	 	Address:	 
	 	 	 
	 	Social Security or Other Taxpayer

    Identification Number:	 


 


Dated: _______________, ____


 


	Signature Guaranteed:	 	 
	 	Signature

(Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever)


 


Signatures must be guaranteed by an eligible
guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature
guarantee Medallion program), pursuant to Exchange Act Rule 17Ad-15. A notary is not sufficient.


 









     


     


    

 


	
	(To be completed if true)


 


The undersigned hereby represents, for the
benefit of all holders of Rights and shares of Common Stock, that the Rights evidenced by the attached Rights Certificate are not,
and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate
thereof (as defined in the Rights Agreement).


 


	 	
	 	Signature
	 	 


 


NOTICE


 


In the event the certification set forth above
is not properly completed in connection with a purported exercise, the Company will deem the Beneficial Owner of the Rights evidenced
by the attached Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement)
or a transferee of any of the foregoing and accordingly will deem the Rights evidenced by such Rights Certificate to be void and
not transferable or exercisable.


 






    -2-


     


    

 





EXHIBIT B


 


FORM OF CERTIFICATE OF DESIGNATION AND TERMS

OF PARTICIPATING PREFERRED STOCK OF SPIRIT AEROSYSTEMS HOLDINGS, INC.


 


Pursuant to Section 151 of the General

Corporation Law of the State of Delaware


 


Spirit AeroSystems Holdings, Inc., a Delaware
corporation (the “Corporation”), hereby certifies as follows:


 


Pursuant to authority granted by Article FIFTH
of the Restated Certificate of Incorporation of the Corporation, as amended, and in accordance with the provisions of Section 151
of the General Corporation Law of the State of Delaware, the Board of Directors of the Corporation has adopted the following resolutions
fixing the designation and certain terms, powers, preferences and other rights of a new series of the Corporation’s Preferred
Stock, par value $0.01 per share, and certain qualifications, limitations and restrictions thereon:


 


RESOLVED, that there is hereby
established a series of Preferred Stock, par value $0.01 per share, of the Corporation, and the designation and certain terms,
powers, preferences and other rights of the shares of such series, and certain qualifications, limitations and restrictions thereon,
are hereby fixed as follows:


 


(i)                
The distinctive serial designation of this series shall be “Participating Preferred Stock” (hereinafter called
 “this Series”). Each share of this Series shall be identical in all respects with the other shares of this Series except
as to the dates from and after which dividends thereon shall be cumulative.


 


(ii)              The
number of shares in this Series shall initially be [_______],1 which
number may from time to time be increased or decreased (but not below the number then outstanding) by the Board of Directors.
Shares of this Series purchased by the Corporation shall be cancelled and shall revert to authorized but unissued shares of
Preferred Stock undesignated as to series. Shares of this Series may be issued in fractional shares which are whole number
multiples of one one-thousandth of a share, which fractional shares shall entitle the holder, in proportion to such
holder’s fractional share, to all rights of a holder of a whole share of this Series.


 





 






		1	Insert
number equal to the number of shares of Common Stock outstanding on date prior to filing certificate of designation divided by
100. Note, however, the “100” should be exchanged appropriately, if the number of shares in the Reference Package
is other than 100.



 






     


     


    

 


(iii)           
The holders of full or fractional shares of this Series shall be entitled to receive, when and as declared by the Board
of Directors, but only out of funds legally available therefor, dividends, (A) on each date that dividends or other distributions
(other than dividends or distributions payable in Common Stock of the Corporation) are payable on or in respect of Common Stock
comprising part of the Reference Package (as defined below), in an amount per whole share of this Series equal to the aggregate
amount of dividends or other distributions (other than dividends or distributions payable in Common Stock of the Corporation) that
would be payable on such date to a holder of the Reference Package and (B) on the last day of March, June, September and December
in each year, in an amount per whole share of this Series equal to the excess (if any) of $[____]2
over the aggregate dividends paid per whole share of this Series during the three month period ending on such last day. Each such
dividend shall be paid to the holders of record of shares of this Series on the date, not exceeding sixty days preceding such dividend
or distribution payment date, fixed for the purpose by the Board of Directors in advance of payment of each particular dividend
or distribution. Dividends on each full and each fractional share of this Series shall be cumulative from the date such full or
fractional share is originally issued; provided that any such full or fractional share originally issued after a dividend record
date and on or prior to the dividend payment date to which such record date relates shall not be entitled to receive the dividend
payable on such dividend payment date or any amount in respect of the period from such original issuance to such dividend payment
date.


 


The term “Reference
Package” shall initially mean 100 shares of Class A Common Stock, par value $0.01 per share (“Common
Stock”), of the Corporation. In the event the Corporation shall at any time after the close of business on [________],
[____]3 (A) declare or pay a
dividend on any Common Stock payable in Common Stock, (B) subdivide any Common Stock or (C) combine any Common Stock into a
smaller number of shares, then and in each such case the Reference Package after such event shall be the Common Stock that a
holder of the Reference Package immediately prior to such event would hold thereafter as a result thereof.


 





 






	2	Insert an amount equal to 1/4 of 1% of the Exercise Price divided by the number of shares of Preferred Stock purchasable
upon exercise of one Right.
	 	 
	3	For a certificate of designation relating to shares to be issued pursuant to Section 2.3 of the Rights Agreement, insert the
Separation Time. For a certificate of designation relating to shares to be issued pursuant to Section 3.1(d) of the Rights Agreement,
insert the Flip-in Date.





 






    -2-


     


    

 


Holders of shares of this Series shall
not be entitled to any dividends, whether payable in cash, property or stock, in excess of full cumulative dividends, as herein
provided on this Series.


 


So long as any shares of this Series
are outstanding, no dividend (other than a dividend in Common Stock or in any other stock ranking junior to this Series as to dividends
and upon liquidation) shall be declared or paid or set aside for payment or other distribution declared or made upon the Common
Stock or upon any other stock ranking junior to this Series as to dividends or upon liquidation, unless the full cumulative dividends
(including the dividend to be paid upon payment of such dividend or other distribution) on all outstanding shares of this Series
shall have been, or shall contemporaneously be, paid. When dividends are not paid in full upon this Series and any other stock
ranking on a parity as to dividends with this Series, all dividends declared upon shares of this Series and any other stock ranking
on a parity as to dividends shall be declared pro rata so that in all cases the amount of dividends declared per share on this
Series and such other stock shall bear to each other the same ratio that accumulated dividends per share on the shares of the Series
and such other stock bear to each other. Neither the Common Stock nor any other stock of the Corporation ranking junior to or on
a parity with this Series as to dividends or upon liquidation shall be redeemed, purchased or otherwise acquired for any consideration
(or any moneys be paid to or made available for a sinking fund for the redemption of any shares of any such stock) by the Corporation
(except by conversion into or exchange for stock of the Corporation ranking junior to this Series as to dividends and upon liquidation),
unless the full cumulative dividends (including the dividend to be paid upon payment of such dividend, distribution, redemption,
purchase or other acquisition) on all outstanding shares of this Series shall have been, or shall contemporaneously be, paid.


 






    -3-


     


    

 





(iv)            
In the event of any merger, consolidation, reclassification 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 this
Series shall at the same time be similarly exchanged or changed in an amount per whole share equal to the aggregate amount of stock,
securities, cash and/or any other property (payable in kind), as the case may be, that a holder of the Reference Package would
be entitled to receive as a result of such transaction.


 


(v)              
In the event of any liquidation, dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary,
the holders of full and fractional shares of this Series shall be entitled, before any distribution or payment is made on any date
to the holders of the Common Stock or any other stock of the Corporation ranking junior to this Series upon liquidation, to be
paid in full an amount per whole share of this Series equal to the greater of (A) $0.01 or (B) the aggregate amount distributed
or to be distributed in connection with such liquidation, dissolution or winding up to a holder of the Reference Package (such
greater amount being hereinafter referred to as the “Liquidation Preference”), together with accrued dividends to such
distribution or payment date, whether or not earned or declared. If such payment shall have been made in full to all holders of
shares of this Series, the holders of shares of this Series as such shall have no right or claim to any of the remaining assets
of the Corporation.


 


In the event the assets of the Corporation
available for distribution to the holders of shares of this Series upon any liquidation, dissolution or winding up of the Corporation,
whether voluntary or involuntary, shall be insufficient to pay in full all amounts to which such holders are entitled pursuant
to the first paragraph of this Section (v), no such distribution shall be made on account of any shares of any other class
or series of Preferred Stock ranking on a parity with the shares of this Series upon such liquidation, dissolution or winding up
unless proportionate distributive amounts shall be paid on account of the shares of this Series, ratably in proportion to the full
distributable amounts for which holders of all such parity shares are respectively entitled upon such liquidation, dissolution
or winding up.


 


Upon the liquidation, dissolution
or winding up of the Corporation, the holders of shares of this Series then outstanding shall be entitled to be paid out of assets
of the Corporation available for distribution to its stockholders all amounts to which such holders are entitled pursuant to the
first paragraph of this Section (v) before any payment shall be made to the holders of Common Stock or any other stock of
the Corporation ranking junior upon liquidation to this Series.


 









    -4-


     


    

 


For the purposes of this Section (v),
the consolidation or merger of, or binding statutory share exchange by, the Corporation with any other corporation shall not be
deemed to constitute a liquidation, dissolution or winding up of the Corporation.


 


(vi)            
The shares of this Series shall not be redeemable.


 


(vii)         
In addition to any other vote or consent of stockholders required by law or by the Restated Certificate of Incorporation,
as amended, of the Corporation, and except as otherwise required by law, each share (or fraction thereof) of this Series shall,
on any matter, vote as a class with any other capital stock comprising part of the Reference Package and shall have the number
of votes thereon that a holder of the Reference Package would have.


 


(viii)        If
and whenever dividends payable on this Series and any other class or series of stock of the Corporation ranking on a parity
with this Series as to payment of dividends (any such class or series being herein referred to as “dividend parity
stock”) shall be in arrears in an aggregate amount equal to at least six quarterly dividends (whether or not
consecutive), the number of directors then constituting the Board of Directors shall be increased by two and the holders of
shares of this Series, together with the holders of all other affected classes and series of dividend parity stock similarly
entitled to vote for the election of two additional directors, voting separately as a single class, shall be entitled to
elect the two additional directors at any annual meeting of stockholders or any special meeting of the holders of shares of
this Series and such dividend parity stock called as hereinafter provided. Whenever all arrears in dividends on the shares of
this Series and dividend parity stock then outstanding shall have been paid and dividends thereon for the current quarterly
dividend period shall have been paid or declared and set aside for payment, then the right of the holders of shares of this
Series and such dividend parity stock to elect such additional two directors shall cease (but subject always to the same
provisions for the vesting of such voting rights in the case of any similar future arrearages in dividends), and the terms of
office of all persons elected as directors by the holders of shares of this Series and such dividend parity stock shall
forthwith terminate and the number of directors constituting the Board of Directors shall be reduced accordingly. At any time
after such voting power shall have been so vested in the holders of shares of this Series and such dividend parity stock, the
Secretary of the Corporation may, and upon the written request of any holder of shares of this Series (addressed to the
Secretary at the principal office of the Corporation) shall, call a special meeting of the holders of shares of this Series
and such dividend parity stock for the election of the two directors to be elected by them as herein provided, such call to
be made by notice similar to that provided in the by-laws for a special meeting of the stockholders or as required by law. If
any such special meeting so required to be called shall not be called by the Secretary within 20 days after receipt of any
such request, then any holder of shares of this Series may (at the Corporation’s expense) call such meeting, upon
notice as herein provided, and for that purpose shall have access to the stock books of the Corporation. The directors
elected at any such special meeting shall hold office until the next annual meeting of the stockholders if such office shall
not have previously terminated as above provided. In case any vacancy shall occur among the directors elected by the holders
of shares of this Series and such dividend parity stock, a successor shall be elected by the Board of Directors to serve
until the next annual meeting of the stockholders upon the nomination of the then remaining director elected by the holders
of shares of this Series and such dividend parity stock or the successor of such remaining director. If the holders of shares
of this Series become entitled under the foregoing provisions to elect or participate in the election of two directors as a
result of dividend arrearages, such entitlement shall not affect the right of such holders to vote as stated in paragraph
(vii), including the right to vote in the election of the remaining directors.


 






    -5-


     


    

 


(ix)            
This Series shall rank as to the payment of dividends and distributions and amounts upon liquidation, dissolution and winding-up
junior to all other series or shares of Preferred Stock unless otherwise expressly provided in the terms of such series or shares
of Preferred Stock.


 


(x)              
In the event that the Corporation or its agents determine that they are obligated to withhold or deduct any tax or other
governmental charge under any applicable law on actual or deemed payments or distributions to a holder of the shares of this Series,
the Corporation or its agents shall be entitled to (i) deduct and withhold such amount by withholding a portion or all of the cash,
securities or other property otherwise deliverable or by otherwise using any property that is owned by such holder, or (ii) in
lieu of such withholding, require any holder to make a payment to the Corporation or its agent, in each case in such amounts as
they deem necessary to meet their withholding obligations, and in the case of (i) above, shall also be entitled, but not obligated,
to sell all or a portion of such withheld securities or other property by public or private sale in such amounts and in such manner
as they deem necessary and practicable to pay such taxes and charges.


 









    -6-


     


    

 


IN WITNESS WHEREOF, ________________________
has caused this certificate to be signed by _____________, its ________________________, on the __ day of ______________, 20__.


 


	 	Spirit AeroSystems Holdings,
    Inc.
	 	 
	 	By:	                   




 






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