Exhibit 4.1


 


 


Dawson
Geophysical Company


 


and


 


American
Stock Transfer & Trust Company, LLC,


 


Rights Agent


 


 






 


Rights Agreement


 


Dated as of April 8, 2021


 


 






    


     


    

 


Table of Contents


 


	 	 	Page
	 	 	 
	Section 1.	Certain Definitions	1
	 	 	 
	Section 2.	Appointment of Rights Agent	8
	 	 	 
	Section 3.	Issue of Rights Certificates	8
	 	 	 
	Section 4.	Form of Rights Certificates	10
	 	 	 
	Section 5.	Countersignature and Registration	11
	 	 	 
	Section 6.	Transfer, Split-Up, Combination
and Exchange of Rights Certificates; Mutilated, Destroyed, Lost or Stolen Rights Certificates	12
	 	 	 
	Section 7.	Exercise of Rights; Purchase Price	13
	 	 	 
	Section 8.	Cancellation and Destruction of
Rights Certificates	14
	 	 	 
	Section 9.	Reservation and Availability of
Capital Stock	15
	 	 	 
	Section 10.	Preferred Stock Record Date	16
	 	 	 
	Section 11.	Adjustment of Purchase Price, Number
and Kind of Shares or Number of Rights	17
	 	 	 
	Section 12.	Certificate of Adjusted Purchase Price or Number of
Shares	24
	 	 	 
	Section 13.	Consolidation, Merger or Sale or
Transfer of Assets, Cash Flow or Earning Power	24
	 	 	 
	Section 14.	Fractional Rights and Fractional
Shares	27
	 	 	 
	Section 15.	Rights of Action	28
	 	 	 
	Section 16.	Agreement of Rights Holders	28
	 	 	 
	Section 17.	Rights Holder Not Deemed a Shareholder	29
	 	 	 
	Section 18.	Concerning the Rights Agent	29
	 	 	 
	Section 19.	Merger or Consolidation or Change
of Name of Rights Agent	30
	 	 	 
	Section 20.	Duties of Rights Agent	30
	 	 	 
	Section 21.	Change of Rights Agent	33




 






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	Section 22.	Issuance
of New Rights Certificates	33
	 	 	 
	Section 23.	Redemption and Termination	34
	 	 	 
	Section 24.	Exchange	35
	 	 	 
	Section 25.	Notice of Certain
Events	36
	 	 	 
	Section 26.	Notices	37
	 	 	 
	Section 27.	Supplements and Amendments	37
	 	 	 
	Section 28.	Successors	38
	 	 	 
	Section 29.	Determinations and
Actions by the Board of Directors, etc.	38
	 	 	 
	Section 30.	Benefits of this
Agreement	38
	 	 	 
	Section 31.	Severability	39
	 	 	 
	Section 32.	Governing Law	39
	 	 	 
	Section 33.	Counterparts	39
	 	 	 
	Section 34.	Descriptive Headings; Interpretation	39






 


	Exhibit A -	Form of Statement of Resolutions Establishing Series of Shares Designated Series A Junior Participating Preferred Stock
	 	 
	Exhibit B -	Form of Rights Certificate
	 	 
	Exhibit C -	Summary of Rights




 









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RIGHTS AGREEMENT


 


This Rights Agreement, dated
as of April 8, 2021 (the “Agreement”), between Dawson Geophysical Company, a Texas corporation (the “Company”),
and American Stock Transfer & Trust Company, LLC (the “Rights Agent”),


 


W I T N E S S E T H:


 


WHEREAS,
on April 8, 2021 (the “Rights Dividend Declaration Date”), the Board of Directors (as hereinafter defined) authorized
and declared a dividend of one Right (as defined below) for each share of common stock, par value $.01 per share, of the Company
(the “Common Stock”) outstanding at the close of business on April 19, 2021 (the “Record Date”), and has
authorized the issuance of one Right (as such number may hereinafter be adjusted pursuant to the provisions of
Section 11(p) hereof) for each share of Common Stock of the Company issued (whether originally issued or delivered from
the Company’s treasury) between the Record Date and the earlier of the Distribution Date (as hereinafter defined) and the
Expiration Date (as hereinafter defined), and, in certain circumstances provided for in Section 22 hereof, after the
Distribution Date, each Right initially representing the right to purchase one Fractional Share (as hereinafter defined) of
Preferred Stock (as hereinafter defined) of the Company, upon the terms and subject to the conditions hereinafter set forth (the
 “Rights”);


 


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


 


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


 


“Acquiring Person”
shall mean any Person who or which, together with all Affiliates and Associates of such Person, shall be the Beneficial Owner of 10%
or more of the shares of Common Stock then outstanding, but shall not include any Exempt Person; provided, however, that no Person who
or which, together with all Affiliates and Associates of such Person, is the Beneficial Owner of shares of Common Stock representing
less than 15% of the shares of Common Stock then outstanding, and who or which is entitled to file and files a statement on Schedule
13G (“Schedule 13G”) pursuant to Rule 13d-1(b) or Rule 13d-1(c) of the General Rules and Regulations
under the Exchange Act as in effect at the date of this Agreement, with respect to the shares of Common Stock Beneficially Owned by such
Person (a “13G Investor”), shall be deemed to be an “Acquiring Person”; provided, further, that a Person that
was deemed a 13G Investor shall no longer be deemed such if it files a statement on Schedule 13D (“Schedule 13D”) pursuant
to Rule 13d-1(a), 13d-1(e), 13d-1(f) or 13d-1(g) of the General Rules and Regulations under the Exchange Act, with
respect to the shares of Common Stock Beneficially Owned by such Person, and shall be deemed an Acquiring Person if it is the Beneficial
Owner of 10% or more of the shares of Common Stock then outstanding at any point from the time it first files such a Schedule 13D, provided
that if at such time such Person’s Beneficial Ownership is not less than 10%, then such Person shall have 10 days from such time
to reduce its Beneficial Ownership (together with all Affiliates and Associates of such Person) to below 10% of the shares of Common
Stock then outstanding before being deemed an “Acquiring Person,” but shall be deemed an “Acquiring Person” if
after reducing its Beneficial Ownership to below 10% of the shares of Common Stock then outstanding it subsequently becomes the Beneficial
Owner of 10% or more of the shares of Common Stock then outstanding or if, prior to reducing its Beneficial Ownership to below 10%, it
increases (or makes any offer or takes any other action that would increase) its Beneficial Ownership of the then-outstanding shares
of Common Stock (other than solely as a result of a reduction in the number of shares of Common Stock outstanding due to the acquisition
of Common Stock by the Company) above the lowest Beneficial Ownership of such Person at any time during such 10-day period. Notwithstanding
the foregoing, (A) a Person shall not be or become an Acquiring Person if such Person, together with its Affiliates and Associates,
shall become the Beneficial Owner of 10% (15% in the case of a 13G Investor) or more of the shares of Common Stock then outstanding solely
as a result of a reduction in the number of shares of Common Stock outstanding due to the acquisition of Common Stock by the Company,
unless and until such time as such Person together with its Affiliates and Associates shall purchase or otherwise become the Beneficial
Owner of additional shares of Common Stock constituting 1% or more of the then outstanding shares of Common Stock or any other Person
(or Persons) who is (or collectively are) the Beneficial Owner of shares of Common Stock constituting 1% or more of the then outstanding
shares of Common Stock shall become an Affiliate or Associate of such Person, unless, in either such case, such Person, together with
all Affiliates and Associates of such Person, is not then the Beneficial Owner of 10% (15% in the case of a 13G Investor) or more of
the shares of Common Stock then outstanding; and (B) if the Board of Directors, with the concurrence of a majority of the members
of the Board of Directors who are not, and are not representatives, nominees, Affiliates or Associates of, such Person or an Acquiring
Person, determines in good faith that a Person that would otherwise be an “Acquiring Person” has become such inadvertently
(including, without limitation, because (i) such Person was unaware that it beneficially owned a percentage of Common Stock that
would otherwise cause such Person to be an “Acquiring Person” or (ii) such Person was aware of the extent of its Beneficial
Ownership of Common Stock but had no actual knowledge of the consequences of such Beneficial Ownership under this Agreement) and without
any intention of changing control of the Company, and if such Person as promptly as practicable divested or divests itself of Beneficial
Ownership of a sufficient number of shares of Common Stock so that such Person would no longer be an “Acquiring Person,”
then such Person shall not be deemed to be or to have become an “Acquiring Person” for any purposes of this Agreement. Notwithstanding
the foregoing, if a bona fide swaps dealer who would otherwise be an “Acquiring Person” has become so as a result of its
actions in the ordinary course of its business that the Board of Directors, with the concurrence of a majority of the members of the
Board of Directors who are not, and are not representatives, nominees, Affiliates or Associates of, such swaps dealer or an Acquiring
Person, determines, in its sole discretion, were taken without the intent or effect of evading or assisting any other Person to evade
the purposes and intent of this Agreement, or otherwise seeking to control or influence the management or policies of the Company, then,
and unless and until the Board of Directors shall otherwise determine, such Person shall not be deemed to be an “Acquiring Person”
for any purposes of this Agreement.


 






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Notwithstanding anything in
this definition of “Acquiring Person” to the contrary, if, as of the date hereof, any Person, together with all Affiliates
or Associates of such Person, is the Beneficial Owner of a number of shares of Common Stock that would otherwise cause such Person to
be an Acquiring Person, such Person shall not be or become an Acquiring Person unless and until such time as such Person or any Affiliate
or Associate of such Person shall purchase or otherwise become the Beneficial Owner of any additional shares of Common Stock or any other
Person (or Persons) who is (or are) the Beneficial Owner of any shares of Common Stock shall become an Affiliate or Associate of such
Person unless, in either such case, such Person, together with all Affiliates and Associates of such Person, is not then the Beneficial
Owner of 10% or more of the shares of Common Stock then outstanding; provided, however, that if such Person was deemed a 13G Investor
as of the date hereof and thereafter is no longer deemed a 13G Investor, such Person shall be treated as provided in the second proviso
to the first sentence of this definition; provided, further, that, for the avoidance of doubt, upon the first decrease of any Person’s,
together with all Affiliates or Associates of such Person, Beneficial Ownership below 10%, or, in the case of a 13G Investor, 15%, this
clause shall have no further force or effect with respect to such Person and such Person shall become an Acquiring Person upon acquiring,
together with all Affiliates and Associates of such Person, Beneficial Ownership of 10% or in the case of a 13G Investor, 15% or more
of the shares of Common Stock then outstanding.


 


At any time that the Rights
are redeemable, the Board of Directors may, generally or with respect to any specified Person or Persons, determine to increase to a specified
percentage or amount greater than that set forth herein or decrease to a specified percentage or amount lower than that set forth herein
or determine a number of shares to be (but in no event less than or equal to the percentage or number of shares of Common Stock then beneficially
owned by such Person), the level of Beneficial Ownership of Common Stock at which a Person or such Person or Persons becomes an Acquiring
Person.


 


“Adjustment Fraction”
shall have the meaning set forth in Section 11(p) hereof.


 


“Adjustment Shares”
shall have the meaning set forth in Section 11(a)(ii) hereof.


 


“Affiliate” shall
have the meaning ascribed to such term in Rule 12b-2 of the General Rules and Regulations under the Exchange Act, as in effect
on the date of this Agreement.


 


“Agreement” shall
have the meaning set forth in the preamble hereof.


 


“Associate” shall
mean, with reference to any Person, (1) any corporation, firm, partnership, limited liability company, association, unincorporated
organization or other entity (other than the Company or a Subsidiary of the Company) of which such Person is an officer or general partner
(or officer or general partner of a general partner) or is, directly or indirectly, the Beneficial Owner of 10% or more of any class of
equity securities, (2) any trust or other estate in which such Person has a substantial beneficial interest or as to which such Person
serves as trustee or in a similar fiduciary capacity and (3) any relative or spouse of such Person, or any relative of such spouse,
who has the same home as such Person.


 


A Person shall be deemed the
 “Beneficial Owner” of, and shall be deemed to “beneficially own,” any securities:


 


(i)            that
such Person or any of such Person’s Affiliates or Associates, directly or indirectly, is the “beneficial owner” of (as
determined pursuant to Rule 13d-3 of the General Rules and Regulations under the Exchange Act as in effect on the date of this
Agreement) or otherwise has the right to vote or dispose of, including pursuant to any agreement, arrangement or understanding (whether
or not in writing); provided, however, that a Person shall not be deemed the “Beneficial Owner” of, or to “beneficially
own,” any security under this subparagraph (i) as a result of an agreement, arrangement or understanding to vote such security
if such agreement, arrangement or understanding: (A) arises solely from a revocable proxy or consent given in response to a public
(i.e., not including a solicitation exempted by Rule 14a-2(b)(2) of the General Rules and Regulations under the
Exchange Act as in effect on the date of this Agreement) proxy or consent solicitation made pursuant to, and in accordance with, the applicable
provisions of the General Rules and Regulations under the Exchange Act and (B) is not then reportable by such Person on Schedule
13D under the Exchange Act (or any comparable or successor report);


 






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(ii)           that
such Person or any of such Person’s Affiliates or Associates, directly or indirectly, owns or has the right or obligation to acquire
(whether such right or obligation is exercisable or effective immediately or only after the passage of time or the occurrence of an event)
pursuant to any agreement, arrangement or understanding (whether or not in writing) or upon the exercise of conversion rights, exchange
rights, other rights, warrants or options, or otherwise; provided, however, that a Person shall not be deemed the “Beneficial
Owner” of, or to “beneficially own,” (A) securities tendered pursuant to a tender or exchange offer made by such
Person or any of such Person’s Affiliates or Associates until such tendered securities are accepted for purchase or exchange, (B) securities
issuable upon exercise of Rights at any time prior to the occurrence of a Triggering Event, or (C) securities issuable upon exercise
of Rights from and after the occurrence of a Triggering Event which Rights were acquired by such Person or any of such Person’s
Affiliates or Associates prior to the Distribution Date or pursuant to Section 3(a) or Section 22 hereof (the “Original
Rights”) or pursuant to Section 11(i) or (p) hereof in connection with an adjustment made with respect to any Original
Rights;


 


(iii)          that
are beneficially owned, directly or indirectly, by (A) any other Person (or any Affiliate or Associate thereof) with which such Person
or any of such Person’s Affiliates or Associates has any agreement, arrangement or understanding (whether or not in writing) for
the purpose of acquiring, holding, voting (except pursuant to a revocable proxy or consent as described in the proviso to subparagraph
(i) of this definition) or disposing of any voting securities of the Company or (B) any group (as that term is used in Rule 13d-5(b) of
the General Rules and Regulations under the Exchange Act, as in effect on the date of this Agreement) of which such Person is a member;
or


 


(iv)          that
are beneficially owned, directly or indirectly, by a Counterparty (or any of such Counterparty’s Affiliates or Associates) under
any Derivatives Contract (without regard to any short or similar position under the same or any other Derivatives Contract) to which such
Person or any of such Person’s Affiliates or Associates is a Receiving Party (as such terms are defined in the immediately following
paragraph); provided, however, that the number of shares of Common Stock that a Person is deemed to be the “Beneficial Owner”
of, or to “beneficially own,” pursuant to this clause (iv) in connection with a particular Derivatives Contract shall
not exceed the number of Notional Common Shares with respect to such Derivatives Contract; provided, further, that the number of
securities beneficially owned by each Counterparty (including its Affiliates and Associates) under a Derivatives Contract shall for purposes
of this clause (iv) be deemed to include all securities that are beneficially owned, directly or indirectly, by any other Counterparty
(or any of such other Counterparty’s Affiliates or Associates) under any Derivatives Contract to which such first Counterparty (or
any of such first Counterparty’s Affiliates or Associates) is a Receiving Party, with this proviso being applied to successive Counterparties
as appropriate;


 






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provided,
however, that nothing in this definition shall cause a Person engaged in business as an underwriter of securities to be the “Beneficial
Owner” of, or to “beneficially own,” any securities acquired through such Person’s participation in good faith
in a firm commitment underwriting (including, without limitation, securities acquired pursuant to stabilizing transactions to facilitate
a public offering in accordance with Regulation M promulgated under the Exchange Act, or to cover overallotments created in connection
with a public offering) until the expiration of forty days after the date of such acquisition. For purposes of this Agreement, “voting”
a security shall include voting, granting a proxy, acting by consent, making a request or demand relating to corporate action (including,
without limitation, calling a shareholder meeting), entering into a voting trust or voting agreement or otherwise giving an authorization
(within the meaning of Section 14(a) of the Exchange Act, as in effect on the date of this Agreement) in respect of such security.


 


For purposes of the foregoing,
a “Derivatives Contract” is a contract between two parties (the “Receiving Party” and the “Counterparty”)
that is designed to produce economic benefits and risks to the Receiving Party that correspond substantially to the ownership by the Receiving
Party of a number of shares of Common Stock specified or referenced in such contract (the number corresponding to such economic benefits
and risks, the “Notional Common Shares”), regardless of whether obligations under such contract are required or permitted
to be settled through the delivery of cash, shares of Common Stock or other property, without regard to any short position under the same
or any other Derivative Contract. For the avoidance of doubt, interests in broad-based index options, broad-based index futures and broad-based
publicly traded market baskets of stocks approved for trading by the appropriate federal governmental authority shall not be deemed to
be Derivatives Contracts.


 


“Board of Directors”
shall mean the Board of Directors of the Company.


 


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


 


“close of business”
on any given date shall mean 5:00 p.m., Dallas, Texas time, on such date; provided, however, that if such date is not a Business
Day, it shall mean 5:00 p.m., Dallas, Texas time, on the next succeeding Business Day.


 


“Closing Price”
of a security for any day shall mean the last sales price, regular way, on such day or, in case no such sale takes place on such day,
the average of the closing bid and asked prices, regular way, on such day, in either case as reported in the principal transaction reporting
system with respect to securities listed or admitted to trading on the NASDAQ Stock Market, or, if such security is not listed or admitted
to trading on the NASDAQ Stock Market, on the principal national securities exchange on which such security is listed or admitted to trading,
or, if such security is not listed or admitted to trading on any national securities exchange but sales price information is reported
for such security, as reported by such self-regulatory organization or registered securities information processor (as such terms are
used under the Exchange Act) that then reports information concerning such security, or, if sales price information is not so reported,
the average of the high bid and low asked prices in the over-the-counter market on such day, as reported by such entity, or, if on such
day such security is not quoted by any such entity, the average of the closing bid and asked prices as furnished by a professional market
maker making a market in such security selected by the Board of Directors. If on such day no market maker is making a market in such security,
the fair value of such security on such day as determined in good faith by the Board of Directors shall be used.


 






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“Common Stock” shall
have the meaning set forth in the recitals hereof, except that “Common Stock” when used with reference to equity interests
issued by any Person other than the Company shall mean the capital stock of such Person with the greatest voting power, or the equity
securities or other equity interest having power to control or direct the management, of such Person.


 


“Common Stock Equivalents”
shall have the meaning set forth in Section 11(a)(iii) hereof.


 


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


 


“Current Market Price”
shall have the meaning set forth in Section 11(d) hereof.


 


“Current Value”
shall have the meaning set forth in Section 11(a)(iii) hereof.


 


“Distribution Date”
shall mean the earlier of (i) the close of business on the tenth day (or, if such Stock Acquisition Date results from the consummation
of a Permitted Offer, such later date as may be determined by the Board of Directors as set forth below before the Distribution Date occurs)
after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the close of business
on the Record Date) or (ii) the close of business on the tenth Business Day (or such later date as may be determined by the Board
of Directors as set forth below before the Distribution Date occurs) after the date that a tender offer or exchange offer by any Person
(other than any Exempt Person) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and
Regulations under the Exchange Act as then in effect, if upon consummation thereof, such Person would be an Acquiring Person, other than
a tender or exchange offer that is determined before the Distribution Date occurs to be a Permitted Offer. The Board of Directors may,
to the extent set forth in the preceding sentence, defer the date set forth in clause (i) or (ii) of the preceding sentence
to a specified later date or to an unspecified later date to be determined by a subsequent action or event (but in no event to a date
later than the close of business on the tenth day after the first occurrence of a Triggering Event).


 


“Equivalent Preferred
Stock” shall have the meaning set forth in Section 11(b) hereof.


 


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


 






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“Exchange Ratio”
shall have the meaning set forth in Section 24 hereof.


 


“Exempt Action,”
 “Exempt Action Person” and “Exempt Expiration Action” shall mean any action, occurrence, event or Person designated
as such in accordance with Section 13(d)(ii) hereof.


 


“Exempt Person”
shall mean the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, and
any Person organized, appointed or established by the Company 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 any Subsidiary of the Company.


 


“Expiration Date”
shall mean the earliest of (i) the Final Expiration Date, (ii) the time at which the Rights are redeemed as provided in Section 23
hereof, (iii) the time at which the Rights expire pursuant to Section 13(d) hereof and (iv) the time at which all
Rights then outstanding and exercisable are exchanged pursuant to Section 24 hereof.


 


“Final Expiration Date”
shall mean the close of business on April 7, 2022.


 


“Flip-In Event”
shall mean an event described in Section 11(a)(ii) hereof.


 


“Flip-In Trigger Date”
shall have the meaning set forth in Section 11(a)(iii) hereof.


 


“Flip-Over Event”
shall mean any event described in clause (x), (y) or (z) of Section 13(a) hereof, but excluding any transaction described
in Section 13(d) hereof that causes the Rights to expire.


 


“Fractional Share”
with respect to the Preferred Stock shall mean one one-hundredth of a share of Preferred Stock.


 


“Original Rights”
shall have the meaning set forth in the definition of “Beneficial Owner.”


 


“Permitted Offer”
shall mean a tender offer or an exchange offer for all outstanding shares of Common Stock at a price and on terms determined, prior to
the time the Person making the offer or any Affiliate or Associate thereof is an Acquiring Person, by at least a majority of the members
of the Board of Directors who are not, and are not representatives, nominees, Affiliates or Associates of, an Acquiring Person or the
person making the offer, after receiving advice from one or more investment banking firms, to be (a) at a price and on terms that
are fair to shareholders (taking into account all factors that such members of the Board of Directors deem relevant including, without
limitation, prices that could reasonably be achieved if the Company or its assets were sold on an orderly basis designed to realize maximum
value) and (b) otherwise in the best interests of the Company and its shareholders.


 


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


 






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“Preferred Stock” shall mean shares
of Series A Junior Participating Preferred Stock, par value $1.00 per share, of the Company having the rights, powers and preferences
set forth in the form of Statement of Resolutions Establishing Series of Shares attached hereto as Exhibit A and, to the extent
that there is not a sufficient number of shares of Series A Junior Participating Preferred Stock authorized to permit the full exercise
of the Rights, any other series of Preferred Stock, par value $1.00 per share, of the Company designated for such purpose containing terms
substantially similar to the terms of the Series A Junior Participating Preferred Stock.


 


“Principal Party”
shall have the meaning set forth in Section 13(b) hereof.


 


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


 


“Record Date” shall
have the meaning set forth in the recitals at the beginning of this Agreement.


 


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


 


“Rights” shall have
the meaning set forth in the recitals hereof.


 


“Rights Agent” shall
have the meaning set forth in the preamble hereof until a successor Rights Agent shall have become such pursuant to the applicable provisions
hereof, and thereafter “Rights Agent” shall mean such successor Rights Agent. If at any time there is more than one Person
appointed by the Company as Rights Agent pursuant to the applicable provisions of this Agreement, “Rights Agent” shall mean
and include each such Person.


 


“Rights Certificates”
shall mean the certificates evidencing the Rights.


 


“Rights Dividend Declaration
Date” shall have the meaning set forth in the recitals at the beginning of this Agreement.


 


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


 


“Spread” shall have
the meaning set forth in Section 11(a)(iii) hereof.


 


“Stock Acquisition Date”
shall mean the first date of public announcement (which, for purposes of this definition and Section 23, shall include, without limitation,
a report filed pursuant to Section 13(d) or Section 16 of the Exchange Act) by the Company or an Acquiring Person that
an Acquiring Person has become such.


 


“Subsidiary” shall
mean, with reference to any Person, any corporation or other Person of which an amount of voting securities sufficient to elect at least
a majority of the directors or other persons performing similar functions is beneficially owned, directly or indirectly, by such Person,
or otherwise controlled by such Person.


 






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“Substitution Period”
shall have the meaning set forth in Section 11(a)(iii) hereof.


 


“Summary of Rights”
shall mean the Summary of Rights sent pursuant to Section 3(b) hereof.


 


“Trading Day” with
respect to a security shall mean a day on which the principal national securities exchange on which such security is listed or admitted
to trading is open for the transaction of business, or, if such security is not listed or admitted to trading on any national securities
exchange but is quoted by a self-regulatory organization or registered securities information processor (as such terms are used under
the Exchange Act), a day on which such entity reports trades, or, if such security is not so quoted, a Business Day.


 


“Triggering Event”
shall mean any Flip-In Event or any Flip-Over Event.


 


Section 2.      Appointment
of Rights Agent. The Company hereby appoints the Rights Agent (i) to act as agent for the Company and (ii) to take
certain actions in respect of the holders of the Rights (who, in accordance with Section 3 hereof, shall prior to the Distribution
Date also be the holders of the Common Stock) (although it is expressly agreed that the Rights Agent shall not act as agent for such
holders) in accordance with the terms and conditions hereof, and the Rights Agent hereby accepts such appointment. The Company may from
time to time appoint such co-rights agents as it may deem necessary or desirable. The Rights Agent shall have no duty to supervise, and
in no event shall it be liable for, the acts or omissions of any such co-rights agents.


 


Section 3.     Issue
of Rights Certificates.


 


(a)            Until
the Distribution Date, (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3)
by the certificates for Common Stock registered in the names of the holders of the Common Stock or, for Common Stock held in book-entry
accounts through the direct registration service of the Company’s transfer agent, by such book-entry accounts (together with a
direct registration transaction advice with respect to such shares) and not by separate certificates, and (y) the Rights will be
transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As
soon as practicable after the Distribution Date, the Rights Agent will (i) send by first-class, insured, postage prepaid mail, to
each record holder of the Common Stock as of the close of business on the Distribution Date (other than any Person referred to in the
first sentence of Section 7(e)), at the address of such holder shown on the records of the Company, one or more Rights Certificates,
evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein, or (ii) credit the book-entry
account of such holder with such Rights and send a direct registration transaction advice with respect to such Rights to such holder.
In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof,
at the time of distribution of the Rights Certificates or such credits to the book-entry accounts, the Company shall make the necessary
and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only
whole numbers of Rights are distributed, or only whole numbers of Rights are credited to book-entry accounts, and cash is paid in lieu
of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates or such
book-entry credits and related direct registration transaction advices. In the event the Company elects to distribute any Rights by crediting
book-entry accounts, the provisions in this Agreement that reference Rights Certificates shall be interpreted to reflect that (A) such
Rights are evidenced only by credits to the book-entry accounts, (B) separate Rights Certificates are not issued with respect to
such Rights, (C) any legend required on a Rights Certificate may be placed on the direct registration transaction advice with respect
to such Rights, and (D) any procedures for the transfer, split-up, combination, exchange, exercise or redemption of such Rights
shall comport with the applicable book-entry procedures with respect to such action.


 






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(b)            As
promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights, in substantially the form attached
hereto as Exhibit C, by first-class, postage prepaid mail, to each record holder of Common Stock as of the close of business on the
Record Date, at the address of such holder shown on the records of the Company. With respect to Common Stock outstanding as of the Record
Date, until the Distribution Date or the earlier surrender for transfer thereof or the Expiration Date, the Rights associated with (i) the
shares of Common Stock represented by certificates shall be evidenced by such certificates for Common Stock together with the Summary
of Rights, and (ii) the shares of Common Stock held in book-entry accounts shall be held in book-entry accounts and evidenced by
the related transaction advice together with the Summary of Rights, and in either case the registered holders of the Common Stock shall
also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the transfer
of any of the shares of Common Stock outstanding on the Record Date, with or without a copy of the Summary of Rights, shall also constitute
the transfer of the Rights associated with such Common Stock.


 


(c)           Rights
shall be issued in respect of all shares of Common Stock that are issued (whether originally issued or delivered from the Company’s
treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances
provided in Section 22 hereof, after the Distribution Date. Certificates issued representing such shares of Common Stock that shall
so become outstanding, or shall be transferred or exchanged after the Record Date but prior to the earlier of the Distribution Date or
the Expiration Date, shall also be deemed to be certificates for Rights, and shall bear a legend in substantially the following form:


 


This
certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Dawson
Geophysical Company (the “Company”) and American Stock Transfer & Trust Company, LLC (the “Rights
Agent”) dated as of April 8, 2021 as it may from time to time be supplemented or amended (the “Rights Agreement”),
the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the
Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may be exchanged, may
expire or may be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company or the Rights
Agent will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without
charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement,
Rights beneficially owned by or transferred to any Person who is, was or becomes an Acquiring Person or an Affiliate or Associate
thereof (as such terms are defined in the Rights Agreement), and certain transferees thereof, will become null and void and will no
longer be transferable.


 






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Each book-entry account for such shares of Common
Stock that shall so become outstanding, or shall be transferred or exchanged after the Record Date but prior to the earlier of the Distribution
Date or the Expiration Date, shall also be deemed to include the associated Rights, and the direct registration transaction advice with
respect to such shares shall bear a legend in substantially the following form:


 


Each security
covered by this Advice entitles the holder thereof to certain Rights as set forth in the Rights Agreement between Dawson Geophysical
Company (the “Company”) and American Stock Transfer & Trust Company, LLC (the “Rights Agent”) dated
as of April 8, 2021 as it may from time to time be supplemented or amended (the “Rights Agreement”), the terms of which
are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. Under certain
circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may be exchanged, may expire or may be evidenced
by separate certificates or be covered by separate book-entry credits and will no longer be covered by this Advice or be evidenced
by a certificate representing a security covered by this Advice. The Company or the Rights Agent will mail to the holder of the
security covered by this Advice a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after
receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights beneficially owned
by or transferred to any Person who is, was or becomes an Acquiring Person or an Affiliate or Associate thereof (as such terms are
defined in the Rights Agreement), and certain transferees thereof, will become null and void and will no longer be
transferable.


 


With respect to such shares of Common Stock described
in this Section 3(c), until the earlier of the Distribution Date or the Expiration Date, the Rights associated with the Common Stock
represented by such certificates or held in such book-entry accounts shall be evidenced by such certificates or such book-entry accounts
(together with the direct registration transaction advice with respect to such shares) alone, and registered holders of Common Stock shall
also be the registered holders of the associated Rights, and the transfer of any shares of Common Stock, whether by transfer of physical
certificates or book-entry transfer, shall also constitute the transfer of the Rights associated with the Common Stock. Notwithstanding
this Section 3(c), the omission of any legend shall not affect the enforceability of any part of this Agreement or the rights of
any holder of the Rights.


 


Section 4.     Form of
Rights Certificates.


 


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


 






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(b)            Any
Rights Certificate issued pursuant to Section 3(a) or Section 22 hereof that represents Rights beneficially owned by a
Person described in the first sentence of Section 7(e), and any Rights Certificate issued pursuant to Section 6 or Section 11
hereof upon transfer, exchange, replacement or adjustment of any such Rights, shall contain (to the extent feasible) a legend in substantially
the following form, modified as applicable to apply to such Person:


 


The Rights represented by this Rights
Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring
Person (as such terms are defined in the Rights Agreement). Accordingly, this Rights Certificate and the Rights represented hereby will
become null and void in the circumstances and with the effect specified in Section 7(e) of such Agreement.


 


The provisions of Section 7(e) of this
Agreement shall be operative whether or not the foregoing legend is contained on any such Rights Certificate. The Company shall give
notice to the Rights Agent promptly after it becomes aware of the existence of any Acquiring Person or any Associate or Affiliate thereof.


 


Section 5.     Countersignature
and Registration.


 


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


 






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(b)            Following
the Distribution Date, the Rights Agent will keep or cause to be kept, at its principal office or offices designated as the appropriate
place for surrender of Rights Certificates upon exercise or transfer, books for registration and transfer of the Rights Certificates
issued hereunder. Such books shall show the names and addresses of the respective holders of the Rights Certificates, the number of Rights
evidenced on its face by each of the Rights Certificates and the certificate number and the date of each of the Rights Certificates.


 


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


 


(a)            Subject
to the provisions of Section 4(b), Section 7(e), Section 13(d), Section 14 and Section 24 hereof, at any time
after the close of business on the Distribution Date, and at or prior to the close of business on the Expiration Date, any Rights Certificate
or Rights Certificates may be transferred, split up, combined or exchanged for another Rights Certificate or Rights Certificates, entitling
the registered holder to purchase a like number of Fractional Shares of Preferred Stock (or, following a Triggering Event, Common Stock,
other securities, cash or other assets, as the case may be) as the Rights Certificate or Rights Certificates surrendered then entitled
such holder (or former holder in the case of a transfer) to purchase. Any registered holder desiring to transfer, split up, combine or
exchange any Rights Certificate or Rights Certificates shall make such request in writing delivered to the Rights Agent, and shall surrender
the Rights Certificate or Rights Certificates to be transferred, split up, combined or exchanged at the principal office or offices of
the Rights Agent designated for such purpose. Neither the Rights Agent nor the Company shall be obligated to take any action whatsoever
with respect to the transfer of any such surrendered Rights Certificate until the registered holder shall have properly completed and
duly signed the certificate contained in the form of assignment on the reverse side of such Rights Certificate and shall have provided
such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) thereof or of the Affiliates or Associates
thereof as the Company shall reasonably request. Thereupon the Rights Agent shall, subject to Section 4(b), Section 7(e), Section 13(d),
Section 14 and Section 24 hereof, countersign and deliver to the Person entitled thereto a Rights Certificate or Rights Certificates,
as the case may be, as so requested. The Company may require payment by the holder of a sum sufficient to cover any tax or governmental
charge that may be imposed in connection with any transfer, split-up, combination or exchange of Rights Certificates.


 


(b)           Upon
receipt by the Company and the Rights Agent of evidence reasonably satisfactory to them of the loss, theft, destruction or mutilation
of a Rights Certificate, and, in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to them, and reimbursement
to the Company and the Rights Agent of all reasonable expenses incidental thereto, and upon surrender to the Rights Agent and cancellation
of the Rights Certificate if mutilated, the Company will, subject to Section 4(b), Section 7(e), Section 13(d), Section 14
and Section 24, execute and deliver a new Rights Certificate of like tenor to the Rights Agent for countersignature and delivery
to the registered owner in lieu of the Rights Certificate so lost, stolen, destroyed or mutilated.


 






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Section 7.     Exercise
of Rights; Purchase Price.


 


(a)            Subject
to Section 7(e) hereof, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as
otherwise provided herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and
Section 23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate,
with the form of election to purchase and the certificate on the reverse side thereof properly completed and duly executed, to the Rights
Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase
Price with respect to the total number of Fractional Shares of Preferred Stock (or other securities, cash or other assets, as the case
may be) as to which such surrendered Rights are then exercisable, at or prior to the Expiration Date.


 


(b)            The
Purchase Price for each Fractional Share of Preferred Stock pursuant to the exercise of a Right shall initially be $12.50, and shall be subject
to adjustment from time to time as provided in Sections 11 and 13(a) hereof and shall be payable in accordance with paragraph
(c) below.


 


(c)            Upon
receipt of a Rights Certificate representing exercisable Rights, with the form of election to purchase and the certificate on the reverse
side thereof properly completed and duly executed, accompanied by payment, with respect to each Right so exercised, of the Purchase Price
per Fractional Share of Preferred Stock (or other securities, cash or other assets, as the case may be) to be purchased as set forth
below and an amount equal to any applicable tax or charge, the Rights Agent shall, subject to Section 20(k) hereof, thereupon
promptly (i)(A) requisition from any transfer agent of the shares of Preferred Stock (or make available, if the Rights Agent is
the transfer agent for such shares) certificates for the total number of Fractional Shares of Preferred Stock to be purchased, and the
Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company, in its sole discretion,
shall have elected to deposit the shares of Preferred Stock issuable upon exercise of the Rights hereunder with a depositary agent, requisition
from the depositary agent depositary receipts representing interests in such number of Fractional Shares of Preferred Stock as are to
be purchased (in which case certificates for the shares of Preferred Stock represented by such receipts shall be deposited by the transfer
agent with the depositary agent) and the Company will direct the depositary agent to comply with such request, (ii) requisition
from the Company the amount of cash, if any, to be paid in lieu of fractional shares in accordance with Section 14 hereof, (iii) after
receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of
such Rights Certificate, registered in such name or names as may be designated by such holder and (iv) after receipt thereof, deliver
such cash, if any, to or upon the order of the registered holder of such Rights Certificate. The payment of the Purchase Price (as such
amount may be reduced pursuant to Section 11(a)(iii) hereof) may be made in cash or by cashier’s check payable to the
order of the Company or the Rights Agent. In the event that the Company is obligated to issue other securities (including Common Stock)
of the Company, pay cash and/or distribute other property pursuant to Section 11(a) or Section 13(a) hereof, the
Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution
by the Rights Agent, if and when appropriate. The Company reserves the right to require prior to the occurrence of a Triggering Event
that, upon exercise of Rights, a number of Rights be exercised so that only whole shares of Preferred Stock would be issued.


 






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


 


(e)            Notwithstanding
anything in this Agreement to the contrary, from and after the first occurrence of a Triggering Event, any Rights beneficially owned
by or transferred to (i) an Acquiring Person or an Associate or Affiliate of an Acquiring Person other than any such Person that
became such pursuant to a Permitted Offer and the Board of Directors in good faith determines was not involved in and did not cause or
facilitate, directly or indirectly, such Triggering Event, (ii) a direct or indirect transferee of such Rights from such Acquiring
Person (or any such Associate or Affiliate) who becomes a transferee after such Triggering Event or (iii) a direct or indirect transferee
of such Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee prior to or concurrently with such Triggering
Event and receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from such Acquiring Person (or
such Affiliate or Associate) to holders of equity interests in such Acquiring Person (or such Affiliate or Associate) or to any Person
with whom such Acquiring Person (or such Affiliate or Associate) has any continuing agreement, arrangement or understanding regarding
the transferred Rights or (B) a transfer that the Board of Directors determines is part of a plan, arrangement or understanding
that has as a primary purpose or effect the avoidance of this Section 7(e), shall become null and void without any further action,
no holder of such Rights shall have any rights whatsoever with respect to such Rights, whether under any provision of this Agreement
or otherwise, and such Rights shall not be transferable. The Company shall use all reasonable efforts to ensure that the provisions of
this Section 7(e) and Section 4(b) hereof are complied with, but neither the Company nor the Rights Agent shall have
any liability to any holder of Rights Certificates or other Person as a result of any failure to make any determinations with respect
to an Acquiring Person or its Affiliates, Associates or transferees hereunder.


 


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


 


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


 






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Section 9.     Reservation
and Availability of Capital Stock.


 


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


 


(b)        So
long as any shares of Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities) issuable
and deliverable upon the exercise of the Rights are listed on any national securities exchange or quoted on any trading system, the Company
shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares reserved for such issuance
to be listed on such exchange, or quoted on such system, upon official notice of issuance upon such exercise. Following the occurrence
of a Triggering Event, the Company will use its best efforts to list (or continue the listing of) the Rights and the securities issuable
and deliverable upon the exercise of the Rights on one or more national securities exchanges or to cause the Rights and the securities
purchasable upon exercise of the Rights to be reported by such transaction reporting system then in use.


 


(c)            The
Company shall use its best efforts to (i) prepare and file, as soon as practicable following the first occurrence of a Flip-In Event
or, if applicable, as soon as practicable following the earliest date after the first occurrence of a Flip-In Event on which the consideration
to be delivered by the Company upon exercise of the Rights has been determined pursuant to this Agreement (including in accordance with
Section 11(a)(iii) hereof), a registration statement on an appropriate form under the Securities Act with respect to the securities
purchasable upon exercise of the Rights, (ii) cause such registration statement to become effective upon filing or as soon as practicable
after such filing, and (iii) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements
of the Securities Act) until the earlier of (A) the date as of which the Rights are no longer exercisable for such securities and
(B) the Expiration Date. The Company will also take such action as may be appropriate under, or to ensure compliance with, the securities
or “blue sky” laws of the various states in connection with the exercisability of the Rights. The Company may temporarily
suspend, for a period of time not to exceed 90 days after the date set forth in clause (i) of the first sentence of this Section 9(c),
the exercisability of the Rights in order to prepare and file such registration statement and permit it to become effective. In addition,
if the Company shall determine that the Securities Act requires an effective registration statement under the Securities Act following
the Distribution Date, the Company may temporarily suspend the exercisability of the Rights until such time as such a registration statement
has been declared or becomes effective. Upon any such suspension, the Company shall issue a public announcement stating that the exercisability
of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect.
Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction if the requisite
qualification in such jurisdiction shall not have been obtained, the exercise thereof shall not be permitted under applicable law or
any required registration statement shall not have been declared effective.


 






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


 


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


 


Section 10.     Preferred
Stock Record Date. Each Person in whose name any certificate for a number of Fractional Shares of Preferred Stock (or Common
Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become
the holder of record of such shares (fractional or otherwise) of Preferred Stock (or Common Stock and/or other securities, as the case
may be) represented thereby on, and such certificate shall be dated, the date upon which the Rights Certificate evidencing such Rights
was duly surrendered and payment of the Purchase Price (and all applicable transfer taxes and charges) was duly made; provided, however,
that if the date of such surrender and payment is a date upon which the Preferred Stock (or Common Stock and/or other securities, as
the case may be) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares
(fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Stock (or
Common Stock and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights
evidenced thereby, the holder of a Rights Certificate, as such, shall not be entitled to any rights of a shareholder of the Company with
respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or
other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company,
except as provided herein.


 






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


 


(a)     (i)    In
the event the Company shall at any time after the Rights Dividend Declaration Date (A) declare a dividend on the outstanding shares
of Preferred Stock payable in shares of Preferred Stock, (B) subdivide the outstanding shares of Preferred Stock, (C) combine
the outstanding shares of Preferred Stock into a smaller number of shares or (D) otherwise reclassify the outstanding shares of
Preferred Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing
or surviving corporation), except as otherwise provided in this Section 11(a) and Section 7(e) hereof, the Purchase
Price in effect at the time of the record date for such dividend or of the effective date of such subdivision, combination or reclassification,
and the number and kind of shares of Preferred Stock or capital stock or other securities, as the case may be, issuable on such date,
shall be proportionately adjusted so that the holder of any Right exercised after such time shall be entitled to receive, upon payment
of the Purchase Price then in effect, the aggregate number and kind of shares of Preferred Stock or capital stock or other securities,
as the case may be, which, if such Right had been exercised immediately prior to such date and at a time when the Preferred Stock transfer
books of the Company were open, he would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision,
combination or reclassification. If an event occurs that would require an adjustment under both this Section 11(a)(i) and Section 11(a)(ii) hereof,
the adjustment provided for in this Section 11(a)(i) shall be in addition to, and shall be made prior to, any adjustment required
pursuant to Section 11(a)(ii) hereof.


 


(ii)            Subject
to Sections 23 and 24 of this Agreement, in the event any Person shall, at any time after the Rights Dividend Declaration Date,
become an Acquiring Person unless the event causing such Person to become an Acquiring Person is (1) a Flip-Over Event or (2) an
acquisition of shares of Common Stock pursuant to a Permitted Offer (provided that this clause (2) shall cease to apply if
such Acquiring Person thereafter becomes the Beneficial Owner of any additional shares of Common Stock other than pursuant to such Permitted
Offer or a transaction set forth in Section 13(a) or 13(d) hereof), then (x) the Purchase Price shall be adjusted
to be the Purchase Price immediately prior to the first occurrence of a Flip-In Event multiplied by the number of Fractional Shares of
Preferred Stock for which a Right was exercisable immediately prior to such first occurrence and (y) each holder of a Right (except
as provided below in Section 11(a)(iii) and in Section 7(e) hereof) shall thereafter have the right to receive, upon
exercise thereof at a price equal to the Purchase Price in accordance with the terms of this Agreement, in lieu of the shares of Preferred
Stock otherwise purchasable thereunder, such number of shares of Common Stock of the Company as shall equal the result obtained by dividing
the Purchase Price by 50% of the Current Market Price per share of Common Stock on the date of such first occurrence (such number of
shares, the “Adjustment Shares”); provided that the Purchase Price and the number of Adjustment Shares shall be further
adjusted as provided in this Agreement to reflect any events occurring after the date of such first occurrence.


 






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(iii)            In
the event that (a) the number of shares of Common Stock that are authorized by the Company’s certificate of formation but
not outstanding or reserved for issuance for purposes other than upon exercise of the Rights is not sufficient to permit the exercise
in full of the Rights in accordance with the foregoing subparagraph (ii) of this Section 11(a), or (b) the quotient (the
 “Quotient”) obtained by dividing the Purchase Price by the number of Adjustment Shares issuable upon exercise of a Right
is less than the then par value per share of Common Stock, the Company shall, to the extent permitted by applicable law and regulation,
(A) determine the excess of (1) the value of the Adjustment Shares issuable upon the exercise of a Right (computed using the
Current Market Price used to determine the number of Adjustment Shares) (the “Current Value”) over (2) the Purchase
Price (such excess is herein referred to as the “Spread”), and (B) with respect to each Right, make adequate provision
to substitute for the Adjustment Shares, upon the exercise of the Rights and payment of the applicable Purchase Price, (1) cash,
(2) a reduction in the Purchase Price, (3) Common Stock or other equity securities of the Company (including, without limitation,
shares, or units of shares, of preferred stock (including, without limitation, the Preferred Stock) that the Board of Directors has determined
to have the same value as shares of Common Stock (such shares of preferred stock are herein referred to as “Common Stock Equivalents”)),
(4) debt securities of the Company, (5) other assets or (6) any combination of the foregoing, having an aggregate value
equal to the Current Value, where such aggregate value has been determined by the Board of Directors based upon the advice of a nationally
recognized investment banking firm selected by the Board of Directors; provided, however, if the Company shall not have made adequate
provision to deliver value pursuant to clause (B) above within 30 days following the later of (x) the first occurrence of a
Flip-In Event and (y) the date on which the Company’s right of redemption pursuant to Section 23(a) expires (the
later of (x) and (y) being referred to herein as the “Flip-In Trigger Date”), then the Company shall be obligated
to deliver, upon the surrender for exercise of a Right and without requiring payment of the Purchase Price, shares of Common Stock (to
the extent available) and then, if necessary, cash, which shares and/or cash have an aggregate value equal to the Spread. If the Board
of Directors shall determine in good faith that it is likely that (a) sufficient additional shares of Common Stock could be authorized
for issuance upon exercise in full of the Rights or (b) a reduction in the par value per share of Common Stock to an amount that
is equal to or less than the Quotient could be authorized, the 30-day period set forth above may be extended to the extent necessary,
but not more than 90 days after the Flip-In Trigger Date, in order that the Company may seek shareholder approval for the authorization
of such additional shares or for the reduction of such par value, as the case may be (such period, as it may be extended, the “Substitution
Period”). To the extent that the Company or the Board of Directors determines that some action need be taken pursuant to the first
and/or second sentences of this Section 11(a)(iii), the Company (x) shall provide, subject to Section 7(e) hereof,
that such action shall apply uniformly to all outstanding Rights, and (y) may suspend the exercisability of the Rights until the
expiration of the Substitution Period in order to seek any authorization of additional shares or reduction of par value and/or to decide
the appropriate form of distribution to be made pursuant to such first sentence and to determine the value thereof. In the event of any
such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended,
as well as a public announcement at such time as the suspension is no longer in effect. For purposes of this Section 11(a)(iii),
the value of the Common Stock shall be the Current Market Price per share of the Common Stock on the Flip-In Trigger Date and the value
of any Common Stock Equivalent shall be deemed to have the same value as the Common Stock on such date.


 






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(b)          In
case the Company shall fix a record date for the issuance of rights, options or warrants to all holders of Preferred Stock entitling
them to subscribe for or purchase (for a period expiring within 45 calendar days after such record date) Preferred Stock (or shares having
substantially the same rights, privileges and preferences as the shares of Preferred Stock (“Equivalent Preferred Stock”))
or securities convertible into Preferred Stock or Equivalent Preferred Stock at a price per share of Preferred Stock or per share of
Equivalent Preferred Stock (or having a conversion price per share, if a security convertible into Preferred Stock or Equivalent Preferred
Stock) less than the Current Market Price per share of Preferred Stock on such record date, the Purchase Price to be in effect after
such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction,
the numerator of which shall be the number of shares of Preferred Stock outstanding on such record date, plus the number of shares of
Preferred Stock that the aggregate offering price of the total number of shares of Preferred Stock and/or Equivalent Preferred Stock
so to be offered (and/or the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such
Current Market Price, and the denominator of which shall be the number of shares of Preferred Stock outstanding on such record date,
plus the number of additional shares of Preferred Stock and/or Equivalent Preferred Stock to be offered for subscription or purchase
(or into which the convertible securities so to be offered are initially convertible). In case such subscription price may be paid by
delivery of consideration, part or all of which may be in a form other than cash, the value of such consideration shall be as determined
in good faith by the Board of Directors, whose determination shall be described in a statement filed with the Rights Agent and shall
be binding on the Rights Agent and the holders of the Rights. Shares of Preferred Stock owned by or held for the account of the Company
shall not be deemed outstanding for the purpose of any such computation. Such adjustment shall be made successively whenever such a record
date is fixed, and in the event that such rights or warrants are not so issued, the Purchase Price shall be adjusted to be the Purchase
Price that would then be in effect if such record date had not been fixed.


 


(c)          In
case the Company shall fix a record date for a distribution to all holders of Preferred Stock (including any such distribution made in
connection with a consolidation or merger in which the Company is the continuing or surviving corporation) of evidences of indebtedness,
cash (other than a regular quarterly cash dividend out of the earnings or retained earnings of the Company), assets (other than a dividend
payable in Preferred Stock, but including any dividend payable in stock other than Preferred Stock) or subscription rights or warrants
(excluding those referred to in Section 11(b) hereof), the Purchase Price to be in effect after such record date shall be determined
by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the
Current Market Price per share of Preferred Stock on such record date, less the fair market value (as determined in good faith by the
Board of Directors, whose determination shall be described in a statement filed with the Rights Agent and shall be binding on the Rights
Agent) of the portion of the cash, assets or evidences of indebtedness so to be distributed or of such subscription rights or warrants
applicable to a share of Preferred Stock and the denominator of which shall be such Current Market Price per share of Preferred Stock.
Such adjustments shall be made successively whenever such a record date is fixed, and in the event that such distribution is not so made,
the Purchase Price shall be adjusted to be the Purchase Price that would have been in effect if such record date had not been fixed.


 






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(d)     (i)     For
the purpose of any computation hereunder, other than computations made pursuant to Section 11(a)(iii) hereof, the “Current
Market Price” per share of Common Stock of a Person on any date shall be deemed to be the average of the daily Closing Prices per
share of such Common Stock for the 30 consecutive Trading Days immediately prior to such date, and for purposes of computations made
pursuant to Section 11(a)(iii) hereof, the “Current Market Price” per share of Common Stock on any date shall be
deemed to be the average of the daily Closing Prices per share of such Common Stock for the 10 consecutive Trading Days immediately following
such date; provided, however, that in the event that the Current Market Price per share of Common Stock is determined during a
period following the announcement of (A) a dividend or distribution on such Common Stock other than a regular quarterly cash dividend
or the dividend of the Rights, or (B) any subdivision, combination or reclassification of such Common Stock, and the ex-dividend
date for such dividend or distribution, or the record date for such subdivision, combination or reclassification, shall not have occurred
prior to the commencement of the requisite 30 Trading Day or 10 Trading Day period, as set forth above, then, and in each such case,
the Current Market Price shall be properly adjusted to take into account ex-dividend trading. If the Common Stock is not publicly held
or not so listed or traded, “Current Market Price” per share shall mean the fair value per share as determined in good faith
by the Board of Directors, whose determination shall be described in a statement filed with the Rights Agent and shall be conclusive
for all purposes.


 


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


 


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


 






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


 


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


 


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


 


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


 






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(j)             Irrespective
of any adjustment or change in the Purchase Price or the number of Fractional Shares of Preferred Stock issuable upon the exercise of
the Rights, the Rights Certificates theretofore and thereafter issued may continue to express the Purchase Price per Fractional Share
and the number of Fractional Shares that were expressed in the initial Rights Certificates issued hereunder.


 


(k)            Before
taking any action that would cause an adjustment reducing the Purchase Price below the then par value, if any, or the stated capital
of the number of Fractional Shares of Preferred Stock or of the number of shares of Common Stock or other securities issuable upon exercise
of a Right, the Company shall take any corporate action that may, in the opinion of its counsel, be necessary in order that the Company
may validly and legally issue fully paid and nonassessable such number of Fractional Shares of Preferred Stock or such number of shares
of Common Stock or other securities at such adjusted Purchase Price.


 


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


 


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


 






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(n)            The
Company covenants and agrees that it shall not, at any time that there is an Acquiring Person, (i) consolidate with any other Person,
(ii) merge with or into or be acquired pursuant to a share exchange by any other Person or (iii) sell, lease or transfer (or
permit one or more Subsidiaries to sell, lease or transfer), in one transaction or a series of related transactions, assets, earning
power or cash flow aggregating 50% or more of the assets, earning power or cash flow of the Company and its Subsidiaries (taken as a
whole) to any other Person or Persons, if (x) at the time of or immediately after such consolidation, merger, share exchange, sale,
lease or transfer there are any rights, warrants or other instruments or securities of the Company or any other Person outstanding or
agreements, arrangements or understandings in effect that would substantially diminish or otherwise eliminate the benefits intended to
be afforded by the Rights, (y) prior to, simultaneously with or immediately after such consolidation, merger, share exchange, sale,
lease or transfer, the shareholders or other equity owners of the Person who constitutes, or would constitute, the “Principal Party”
for purposes of Section 13(a) hereof shall have received a distribution of Rights previously owned by such Person or any of
its Affiliates or Associates, or (z) the identity, form or nature of organization of the Principal Party (including, without limitation,
the selection of the Person that will be the Principal Party as a result of the Company’s entering into one or more consolidations,
mergers, share exchanges, sales, leases or transfers with more than one party) would preclude or limit the exercise of Rights or otherwise
diminish substantially or eliminate the benefits intended to be afforded by the Rights.


 


(o)            The
Company covenants and agrees that, after the Distribution Date, it will not, except as permitted by Section 23, Section 24
or Section 27 hereof, take (or permit any Subsidiary to take) any action if the purpose of such action is to, or if at the time
such action is taken it is reasonably foreseeable that such action will, diminish substantially or eliminate the benefits intended to
be afforded by the Rights.


 


(p)            Notwithstanding
Section 3(c) hereof or any other provision of this Agreement to the contrary, in the event that the Company shall at any time
after the Rights Dividend Declaration Date and prior to the Distribution Date (i) declare a dividend on the outstanding shares of
Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding shares of Common Stock, (iii) combine the outstanding
shares of Common Stock into a smaller number of shares or (iv) otherwise reclassify the outstanding shares of Common Stock (including
any such reclassification in connection with a consolidation or merger in which the Company is the continuing or surviving corporation),
the number of Rights associated with each share of Common Stock then outstanding, or issued or delivered thereafter with Rights, shall
be proportionately adjusted so that the number of Rights thereafter associated with each share of Common Stock following any such event
shall equal the result obtained by multiplying the number of Rights associated with each share of Common Stock immediately prior to such
event by a fraction (the “Adjustment Fraction”), the numerator of which shall be the total number of shares of Common Stock
outstanding immediately prior to the occurrence of the event and the denominator of which shall be the total number of shares of Common
Stock outstanding immediately following the occurrence of such event. In lieu of such adjustment in the number of Rights associated with
one share of Common Stock, the Company may elect to adjust the number of Fractional Shares of Preferred Stock purchasable, and the amount
payable, upon the exercise of one Right. If the Company makes such election, the number of Rights associated with one share of Common
Stock shall remain unchanged, and the number of Fractional Shares of Preferred Stock purchasable upon exercise of one Right and the portion
of the Purchase Price payable upon exercise of one Right shall be proportionately adjusted so that (i) the number of Fractional
Shares of Preferred Stock purchasable upon exercise of a Right following such adjustment shall equal the product of the number of Fractional
Shares of Preferred Stock purchasable upon exercise of a Right immediately prior to such adjustment multiplied by the Adjustment Fraction
and (ii) the Purchase Price per Fractional Share of Preferred Stock following such adjustment shall remain unchanged, with the effect
that the amount payable to exercise each Right will be changed to be equal the product of the Purchase Price immediately prior to such
adjustment multiplied by the Adjustment Fraction.


 






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Section 12.     Certificate
of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or Section 13
hereof, the Company shall (a) promptly prepare a certificate setting forth such adjustment and a brief statement of the facts accounting
for such adjustment, (b) promptly file with the Rights Agent, and with each transfer agent for the Preferred Stock and the Common
Stock, a copy of such certificate and (c) mail a brief summary thereof to each registered holder of a Rights Certificate (or, if
prior to the Distribution Date, to each registered holder of a certificate representing shares of Common Stock) in accordance with Section 26
hereof. Notwithstanding the foregoing sentence, the failure of the Company to prepare or file such certificate or give such notice shall
not affect the validity of or the force or effect of the requirement for such adjustment. Any adjustment to be made pursuant to Section 11
or Section 13 hereof shall be effective as of the date of the event giving rise to such adjustment. The Rights Agent shall be fully
protected in relying on any such certificate and on any adjustment therein contained.


 


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


 


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


 






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(b)            “Principal
Party” shall mean


 


(i)            in
the case of any transaction described in clause (x) or (y) of the first sentence of Section 13(a), (A) the Person
that is the issuer of any securities into which shares of Common Stock of the Company are converted in such merger or consolidation or
share exchange, or, if there is more than one such issuer, the issuer the Common Stock of which has the greatest aggregate market value,
or (B) if no securities are so issued, (x) the Person that survives such consolidation or is the other party to the merger
and survives such merger, or, if there is more than one such Person, the Person the Common Stock of which has the greatest aggregate
market value or (y) if the Person that is the other party to the merger does not survive the merger, the Person that does survive
the merger (including the Company if it survives); and


 


(ii)            in
the case of any transaction described in clause (z) of the first sentence of Section 13(a), the Person that is the party receiving
the greatest portion of the assets, cash flow or earning power transferred pursuant to such transaction or transactions, or, if each
Person that is a party to such transaction or transactions receives the same portion of the assets, cash flow or earning power so transferred,
or if the Person receiving the greatest portion of the assets, cash flow or earning power cannot be determined, the Person the Common
Stock of which has the greatest aggregate market value;


 


provided,
however, that in any such case, if the Common Stock of such Person is not at such time and has not been continuously over the preceding
twelve-month period registered under Section 12 of the Exchange Act, and if (1) such Person is a direct or indirect Subsidiary
of another Person the Common Stock of which is and has been so registered, “Principal Party” shall refer to such other Person;
(2) such Person is a Subsidiary, directly or indirectly, of more than one Person, the Common Stocks of all of which are and have
been so registered, “Principal Party” shall refer to whichever of such Persons is the issuer of the Common Stock having the
greatest aggregate market value; and (3) such Person is owned, directly or indirectly, by a joint venture formed by two or more
Persons that are not owned, directly or indirectly, by the same Person, the rules set forth in (1) and (2) above shall
apply to each of the chains of ownership having an interest in such joint venture as if such party were a “Subsidiary” of
both or all of such joint venturers and the Principal Parties in each such chain shall bear the obligations set forth in this Section 13
in the same ratio as their direct or indirect interests in such Person bear to the total of such interests.


 






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(c)            The
Company shall not consummate any Flip-Over Event unless each Principal Party (or Person that may become a Principal Party as a result
of such Flip-Over Event) shall have a sufficient number of authorized shares of its Common Stock that have not been issued or reserved
for issuance to permit the exercise in full of the Rights in accordance with this Section 13 and unless prior thereto the Company
and each such Principal Party shall have duly executed and delivered to the Rights Agent a supplemental agreement providing for the terms
set forth in paragraphs (a) and (b) of this Section 13 and further providing that, as soon as practicable after the date
of such Flip-Over Event, the Principal Party at its own expense will:


 


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


 


(ii)          use
its best efforts to qualify or register the Rights and the securities purchasable upon exercise of the Rights under the “blue sky”
laws of such jurisdictions as may be necessary or appropriate;


 


(iii)          use
its best efforts, if the Common Stock of the Principal Party is or shall become listed on a national securities exchange, to list (or
continue the listing of) the Rights and the securities purchasable upon exercise of the Rights on such securities exchange and, if the
Common Stock of the Principal Party shall not be listed on a national securities exchange, to cause the Rights and the securities purchasable
upon exercise of the Rights to be reported by such transaction reporting system then in use; and


 


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


 


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


 






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(d)           (i) Notwithstanding
anything in this Agreement to the contrary, Section 13 shall not be applicable to a transaction described in subparagraphs (x) and
(y) of Section 13(a) if (1) such transaction is consummated with a Person or Persons who acquired shares of Common
Stock pursuant to a Permitted Offer (or a wholly owned Subsidiary of any such Person or Persons), (2) the price per share of Common
Stock offered in such transaction is not less than the price per share of Common Stock paid to all holders of Common Stock whose shares
were purchased pursuant to such Permitted Offer, and (3) the form of consideration being offered to the remaining holders of shares
of Common Stock pursuant to such transaction is the same as the form of consideration paid pursuant to such Permitted Offer. Upon consummation
of any such transaction contemplated by this Section 13(d)(i), all Rights hereunder shall expire.


 


(ii)           The
Board of Directors may, at its option, by action of a majority of the whole Board of Directors at any time when the Rights are then redeemable,
take action (1) to designate any future actions, occurrences or events as “Exempt Actions” or “Exempt Expiration
Actions” or both, and to designate any Person as an “Exempt Action Person” or (2) change or revoke any prior designations
of any Exempt Action, Exempt Expiration Action or Exempt Action Person. In such event, notwithstanding anything in this Agreement to
the contrary, subject to any limitation or restriction in any such action or designation, (x) no Exempt Action Person shall be deemed
to be an Acquiring Person, either individually or collectively, solely as a result of any or all of the Exempt Actions; (y) no Distribution
Date, Stock Acquisition Date, Flip-In Event or Flip-Over Event shall occur solely as a result of any or all of the Exempt Actions, and
accordingly any or all of the Exempt Actions shall not have any of the effects specified in Sections 11(a)(ii) and 13(a); and (z) upon
the occurrence of any Exempt Expiration Action, all Rights hereunder shall expire.


 


Section 14.        Fractional
Rights and Fractional Shares.


 


(a)           The
Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereof,
or to distribute Rights Certificates or scrip evidencing fractional Rights. In lieu of such fractional Rights, there shall be paid to
the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount
in cash equal to the same fraction of the Closing Price of one Right for the Trading Day immediately prior to the date on which such
fractional Rights would have been otherwise issuable.


 


(b)           The
Company shall not be required to issue fractions of shares of Preferred Stock (other than, except as provided in Section 7(c) hereof,
fractions that are integral multiples of a Fractional Share of Preferred Stock) upon exercise of the Rights or to distribute certificates
or scrip evidencing fractional shares of Preferred Stock (other than, except as provided in Section 7(c) hereof, fractions
that are integral multiples of a Fractional Share of Preferred Stock). Interests in fractions of shares of Preferred Stock in integral
multiples of a Fractional Share of Preferred Stock may, at the election of the Company in its sole discretion, be evidenced by depositary
receipts, pursuant to an appropriate agreement between the Company and a depositary selected by it, provided that such agreement shall
provide that the holders of such depositary receipts shall have all the rights, privileges and preferences to which they are entitled
as beneficial owners of the shares of Preferred Stock represented by such depositary receipts. In lieu of fractional shares of Preferred
Stock that are not integral multiples of a Fractional Share of Preferred Stock, the Company may pay to the registered holders of Rights
Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of one one-hundredth
of the Closing Price of a share of Preferred Stock for the Trading Day immediately prior to the date of such exercise.


 






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(c)           Following
the occurrence of a Triggering Event, the Company shall not be required to issue fractions of shares of Common Stock upon exercise of
the Rights or to distribute certificates or scrip evidencing fractional shares of Common Stock. In lieu of fractional shares of Common
Stock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided
an amount in cash equal to the same fraction of the Closing Price of one share of Common Stock for the Trading Day immediately prior
to the date of such exercise.


 


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


 


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


 


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


 


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


 


(b)            after
the Distribution Date, the Rights Certificates will be transferable only on the registry books of the Rights Agent if surrendered at the
principal office or offices of the Rights Agent designated for such purposes, duly endorsed or accompanied by a proper instrument of transfer
and with the form of assignment set forth on the reverse side thereof and the certificate contained therein duly completed and fully executed;


 






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


 


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


 


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


 


Section 18.        Concerning
the Rights Agent.


 


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


 






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


 


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


 


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


 


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


 


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


 


(a)           The
Rights Agent may consult with legal counsel (who may be legal counsel for the Company or an employee of the Rights Agent), and the advice
or opinion of such counsel shall be full and complete authorization and protection to the Rights Agent for, and the Rights Agent shall
incur no liability in respect of, any action taken or omitted by it in good 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 shall deem it necessary or desirable that any fact or matter (including,
without limitation, the identity of any Acquiring Person and the determination of “Current Market Price”) be proved or established
by the Company prior to taking or suffering any action hereunder, such fact or matter (unless other evidence in respect thereof be herein
specifically prescribed) may be deemed to be conclusively proved and established by a certificate signed by the Chairman of the Board,
the Chief Executive Officer, the President, any Vice President, the Treasurer, any Assistant Treasurer, the Secretary or any Assistant
Secretary of the Company and delivered to the Rights Agent; and such certificate shall be full and complete authorization to the Rights
Agent for any action taken or suffered in good faith by it under the provisions of this Agreement in reliance upon such certificate.


 


(c)            The
Rights Agent shall be liable hereunder only for its own gross negligence, bad faith or willful misconduct. In no event shall the Rights
Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits),
even if the Rights Agent has been advised of the likelihood of such loss or damage and regardless of the form of action.


 


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


 


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


 


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


 






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


 


(h)            The
Rights Agent and any shareholder, director, officer or employee of the Rights Agent may buy, sell or deal in any of the Rights or other
securities of the Company or 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 from acting in any other capacity for the Company or for any other legal entity.


 


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


 


(j)            No
provision of this Agreement shall require the Rights Agent to expend or risk its own funds or otherwise incur any financial liability
in the performance of any of its duties hereunder or in the exercise of its rights if there shall be reasonable grounds for believing
that repayment of such funds or adequate indemnification against such risk or liability is not reasonably 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 either not been completed or indicates an affirmative response
to clause 1 and/or 2 thereof, the Rights Agent shall not take any further action with respect to such requested exercise or transfer without
first consulting with the Company.


 






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Section 21.        Change
of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement
upon 30 days’ notice in writing mailed to the Company, and to each transfer agent of the Common Stock and the Preferred Stock, by
registered or certified mail, and to the registered holders, if any, of the Rights Certificates by first-class mail. The Company may remove
the Rights Agent or any successor Rights Agent (with or without cause) upon 30 days’ notice in writing, mailed to the Rights Agent
or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and the Preferred Stock, by registered or
certified mail, and to the registered holders of the Rights Certificates, if any, by first-class mail. If the Rights Agent shall resign
or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. Notwithstanding
the foregoing provisions of this Section 21, in no event shall the resignation or removal of a Rights Agent be effective until a
successor Rights Agent shall have been appointed and have accepted such appointment. If the Company shall fail to make such appointment
within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity
by the resigning or incapacitated Rights Agent or by the registered holder of a Rights Certificate (who shall, with such notice, submit
his Rights Certificate for inspection by the Company), then the Rights Agent or the registered holder of any Rights Certificate may apply
to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the
Company or by such a court, shall be (a) a Person organized and doing business under the laws of the United States or of any state
of the United States so long as such Person is in good standing, is authorized under such laws to exercise corporate trust or stock transfer
powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights
Agent a combined capital and surplus of at least $50,000,000 or (b) an Affiliate of a Person described in clause (a) of this
sentence. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if
it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer
to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance,
act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof
in writing with the predecessor Rights Agent and each transfer agent of the Common Stock and the Preferred Stock, and mail a notice thereof
in writing to the registered holders, if any, of the Rights Certificates. Failure to give any notice provided for in this Section 21,
however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment
of the successor Rights Agent, as the case may be.







 


Section 22.        Issuance
of New Rights Certificates. Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary, the Company
may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by its Board of Directors to reflect
any adjustment or change in the Purchase Price and the number or kind or class of shares or other securities or property purchasable under
the Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale
of shares of Common Stock following the Distribution Date and prior to the Expiration Date, the Company (a) shall, with respect to
shares of Common Stock so issued or sold pursuant to the exercise of stock options or under any employee plan or arrangement granted or
awarded on or prior to the Distribution Date, or upon the exercise, conversion or exchange of securities issued by the Company on or prior
to the Distribution Date, and (b) may, in any other case, if deemed necessary or appropriate by the Board of Directors, issue Rights
Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no
such Rights Certificate shall be issued if, and to the extent that, the Company shall be advised by counsel that such issuance would create
a significant risk of material adverse tax consequences to the Company or the Person to whom such Rights Certificate would be issued,
and (ii) no such Rights Certificate shall be issued if, and to the extent that, appropriate adjustment shall otherwise have been
made in lieu of the issuance thereof.


 






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Section 23.        Redemption
and Termination.


 


(a)            The
Board of Directors may, at its option, by action of a majority of the whole Board of Directors at any time prior to the earlier of (i) the
close of business on the tenth day following the first date of public announcement of the occurrence of a Flip-In Event (or, if such date
shall have occurred prior to the Record Date, the close of business on the tenth day following the Record Date) (in either event, subject
to acceleration to such earlier date as may be determined by the Company’s Board of Directors as set forth below) and (ii) the
Expiration Date, cause the Company to redeem all, but not less than all, of the then outstanding Rights at a redemption price of $.01
per Right, as such amount may be appropriately adjusted, if necessary, to reflect any stock split, stock dividend or similar transaction
occurring after the Rights Dividend Declaration Date (such redemption price being hereinafter referred to as the “Redemption Price”);
provided, however, that if there is an Acquiring Person the Rights may not be redeemed (i) if from and after the time a Person
became an Acquiring Person, an Acquiring Person has caused the composition of the Board of Directors to be changed with the result that
a majority of its members are representatives, nominees, designees, Affiliates or Associates of an Acquiring Person (including the Acquiring
Person as a designee of the Acquiring Person), or (ii) following any merger to which the Company is a party that (A) occurs
when there is an Acquiring Person and (B) was not approved (x) prior to the time such Person became an Acquiring Person by the
Board of Directors and (y) prior to such merger by the shareholders of the Company at a shareholders’ meeting (and not by written
consent). Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence
of a Flip-In Event until such time as the Company’s right of redemption hereunder has expired. The Company may, at its option, pay
the Redemption Price in cash, shares of Common Stock (based on the Current Market Price of the Common Stock at the time of redemption)
or any other form of consideration deemed appropriate by the Board of Directors. The Board of Directors may, to the extent set forth in
the first sentence of this Section 23(a), irrevocably accelerate the time set forth in clause (i) of such sentence to a specified
earlier time or to an unspecified earlier time to be determined by a subsequent action or event (but in no event to a time later than
the time otherwise specified in clause (i)), in which event the Rights shall not be redeemable from and after such specified time.


 


(b)            Immediately
upon the effectiveness of the action of the Board of Directors ordering the redemption of the Rights (the effectiveness of which action
may be conditioned on the occurrence of one or more events or on the existence of one or more facts or may be effective at some future
time), evidence of which shall be filed with the Rights Agent and without any further action and without any notice, the right to exercise
the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right
so held. Promptly after the effectiveness of the action of the Board of Directors ordering the redemption of the Rights, the Company shall
give notice of such redemption to the Rights Agent and the registered holders of the then outstanding Rights by mailing such notice to
all such holders at each holder’s last address as it appears upon the registry books of the Rights Agent or, prior to the Distribution
Date, on the registry books of the Company 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. Each such notice of redemption shall state the method by which the payment of the
Redemption Price will be made.


 






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Section 24.        Exchange.


 


(a)            The
Board of Directors may, at its option, at any time and from time to time after the occurrence of a Flip-In Event, exchange all or part
of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of Section 7(e) hereof)
for shares of Common Stock or Common Stock Equivalents or any combination thereof, at an exchange ratio of one share of Common Stock,
or such number of Common Stock Equivalents or units representing fractions thereof as would be deemed to have the same value as one share
of Common Stock, per Right, appropriately adjusted, if necessary, to reflect any stock split, stock dividend or similar transaction occurring
after the Rights Dividend Declaration Date (such exchange ratio being hereinafter referred to as the “Exchange Ratio”). Notwithstanding
the foregoing, the Board of Directors may not effect such exchange at any time after (i) any Person (other than an Exempt Person),
together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the shares of Common Stock
then outstanding or (ii) the occurrence of a Flip-Over Event.


 


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


 


(c)          In
the event that the number of shares of Common Stock that are authorized by the Company’s certificate of formation but not outstanding
or reserved for issuance for purposes other than upon exercise of the Rights is not sufficient to permit an exchange of Rights as contemplated
in accordance with this Section 24, the Company may, at its option, take all such action as may be necessary to authorize additional
shares of Common Stock for issuance upon exchange of the Rights.


 


(d)          The
Company shall not be required to issue fractions of shares of Common Stock or to distribute certificates or scrip evidencing fractional
shares of Common Stock upon exchange of the Rights. In lieu of such fractional shares of Common Stock, the Company shall pay to the registered
holders of Rights with regard to which such fractional shares of Common Stock would otherwise be issuable an amount in cash equal to the
same fraction of the value of a whole share of Common Stock. For purposes of this Section 24, the value of a whole share of Common
Stock shall be the Closing Price per share of Common Stock for the Trading Day immediately prior to the date of exchange pursuant to this
Section 24, and the value of any Common Stock Equivalent shall be deemed to have the same value as the Common Stock on such date.


 






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(e)            Upon
or prior to ordering the exchange of Rights pursuant to this Section 24, or as promptly as reasonably practicable thereafter, the
Board of Directors may direct the Company to enter into a Trust Agreement (the “Trust Agreement”) in such form and with such
terms as the Board of Directors shall then approve. If the Board of Directors so directs, (1) the Company shall enter into the Trust
Agreement and shall issue to the trust created by the Trust Agreement (the “Trust”) all the shares of Common Stock and/or
Common Stock Equivalents (the “Trust Shares”) issuable upon exchange of the Rights in accordance with this Section 24
to (x) all holders of outstanding and exercisable Rights subject to exchange in accordance with Section 24(a) (which shall
not include Rights that have become void pursuant to the provisions of Section 7(e) hereof), or (y) some portion of such
holders (which may consist of holders who have not taken proper steps to certify or otherwise demonstrate to the satisfaction of the Company
that the Rights held by them have not become void pursuant to the provisions of Section 7(e) hereof), and (2) all holders
referred to in clause (1) shall be entitled to receive Common Stock and/or Common Stock Equivalents pursuant to this Section 24
only from the Trust and only upon compliance with the relevant terms and provisions of the Trust Agreement. The Trust Shares shall also
include any dividends or distributions made on the Trust Shares after the deposit of the Trust Shares.


 


Section 25.        Notice
of Certain Events.


 


(a)            In
case the Company shall propose, at any time after the Distribution Date, (i) to pay any dividend payable in stock of any class to
the holders of Preferred Stock or to make any other distribution to the holders of Preferred Stock (other than a regular quarterly cash
dividend out of earnings or retained earnings of the Company), or (ii) to offer to the holders of Preferred Stock rights or warrants
to subscribe for or to purchase any additional shares of Preferred Stock or shares of stock of any class or any other securities, rights
or options, or (iii) to effect any reclassification of its Preferred Stock (other than a reclassification involving only the subdivision
of outstanding shares of Preferred Stock), or (iv) to effect any consolidation or merger into or with any other Person (other than
a wholly owned Subsidiary of the Company in a transaction that complies with Section 11(o) hereof), or to effect any sale, lease
or other transfer of 50% or more of the assets, cash flow or earning power of the Company and its Subsidiaries (taken as a whole) to any
other Person or Persons (other than a wholly owned Subsidiary of the Company in a transaction that complies with Section 11(o) hereof),
(v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to be acquired pursuant to a share exchange,
then, in each such case, the Company shall give to each holder of record of a Rights Certificate, to the extent feasible and in accordance
with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend,
distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, lease, transfer, liquidation,
dissolution or winding up is to take place and the date of participation therein by the holders of the shares of Preferred Stock, if any
such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above
at least 20 days prior to the record date for determining holders of the shares of Preferred Stock for purposes of such action, and in
the case of any such other action, at least 20 days prior to the date of the taking of such proposed action or the date of participation
therein by the holders of the shares of Preferred Stock, whichever shall be the earlier. The failure to give notice required by this Section 25
or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action.


 






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(b)            In
case any Flip-In Event or Flip-Over Event shall occur, then (i) the Company shall as soon as practicable thereafter give to each
registered holder of a Rights Certificate (or if occurring prior to the Distribution Date, the registered holders of Common Stock), in
accordance with Section 26 hereof, a notice of the occurrence of such event, which shall specify the event and the consequences of
the event to holders of Rights under Section 11(a)(ii) or Section 13(a) hereof, and (ii) all references in the
preceding paragraph to Preferred Stock shall be deemed thereafter to refer to Common Stock and/or, if appropriate, other securities.


 


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


 


Dawson Geophysical Company

508 West Wall, Suite 800

Midland, Texas 79701

Attention: Stephen C. Jumper


 


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


 


American
Stock Transfer & Trust Company, LLC

6201 15th Avenue

Brooklyn, New York 11219      

Attention: Relationship Management


 


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


 


Section 27.        Supplements
and Amendments. Except as provided in the last sentence of this Section 27, at any time when the Rights are then redeemable,
the Company may in its sole and absolute discretion and the Rights Agent shall, if the Company so directs, supplement or amend any provision
of this Agreement in any respect without the approval of any holders of Rights or holders of Common Stock. At any time when the Rights
are not redeemable, except as provided in the last sentence of this Section 27, the Company may and the Rights Agent shall, if the
Company so directs, supplement or amend this Agreement without the approval of any holders of Rights in order (i) to cure any ambiguity,
(ii) to correct or supplement any provision contained herein that may be defective or inconsistent with any other provisions herein,
(iii) to shorten or lengthen any time period hereunder or (iv) to change or supplement the provisions hereunder in any manner
that the Company may deem necessary or desirable; provided that no such amendment or supplement shall materially adversely affect the
interests of the holders of Rights (other than any Acquiring Person and its Affiliates and Associates); and provided, further, that this
Agreement may not be supplemented or amended pursuant to this sentence to lengthen (A) a time period relating to when the Rights
may be redeemed or (B) any other time period unless the lengthening of such other time period is for the purpose of protecting, enhancing
or clarifying the rights of, and/or the benefits to, the holders of Rights (other than any Acquiring Person and its Affiliates and Associates).
Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is
in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; provided, however,
that the Rights Agent may, but shall not be obligated to, enter into any such supplement or amendment that affects the Rights Agent’s
own rights, duties or immunities under this Agreement. Action by the Company to approve any amendment or supplement to this Agreement
must be approved by the majority of the whole Board of Directors.


 






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


 


Section 29.        Determinations
and Actions by the Board of Directors, etc. For all purposes of this Agreement, any calculation of the number of shares of
Common Stock outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares
of Common Stock of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) of
the General Rules and Regulations under the Exchange Act as in effect on the date of this Agreement. The Board of Directors (or,
as set forth herein, certain specified members 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 administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this
Agreement and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including, without
limitation, a determination to redeem or not redeem the Rights or to amend this Agreement). All such actions, calculations, interpretations
and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that are done
or made by the Board of Directors in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the
holders of the Rights, as such, and all other parties, and (y) not subject the Board of Directors to any liability to the holders
of the Rights.


 


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


 






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Section 31.        Severability.
If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority to be
invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full
force and effect and shall in no way be affected, impaired or invalidated; provided, however, that notwithstanding anything in this Agreement
to the contrary, if any such term, provision, covenant or restriction is held by such court or authority to be invalid, void or unenforceable
and the Board of Directors determines in its good faith judgment that severing the invalid language from this Agreement would adversely
affect the purpose or effect of this Agreement, then, unless there is an Acquiring Person and there has occurred either a change in composition
of the Board of Directors or a merger in either case of the type referred to in the proviso to the first sentence of Section 23(a),
the right of redemption set forth in Section 23 hereof shall be reinstated and shall not expire until the close of business on the
tenth day following the date of such determination by the Board of Directors or, if earlier, immediately prior to any such change in composition
or merger. Without limiting the foregoing, if any provision requiring that a determination be made by less than the entire Board of Directors
is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, such determination shall then be
made by the entire Board of Directors.


 


Section 32.        Governing
Law. This Agreement, each Right and each Rights Certificate issued hereunder shall be deemed to be a contract made under the laws
of the State of Texas and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to
contracts made and to be performed entirely within such State; provided, however, that the rights, liabilities and indemnification
of the Rights Agent shall be governed by and construed in accordance with the laws of the State of New York.


 


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


 


Section 34.        Descriptive
Headings; Interpretation.


 


(a)           Descriptive
headings of the several Sections of this Agreement are inserted for convenience only and shall not control or affect the meaning or construction
of any of the provisions hereof.


 


(b)           Whenever
the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to
be followed by the words “without limitation.”


 




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


 


	 	Dawson Geophysical Company
	 	 
	 	 
	 	By	 /s/ Stephen C. Jumper
	 	Name: Stephen C. Jumper
	 	Title: Chairman of the Board, President and Chief Executive Officer
	 	 
	 	American Stock Transfer & Trust Company, LLC
	 	 
	 	 
	 	By	 /s/ Michael A. Nespoli
	 	Name: Michael A. Nespoli
	 	Title: Executive Director





 




    


     


    



 


Exhibit A


 


FORM OF


 


STATEMENT OF RESOLUTIONS ESTABLISHING SERIES
OF SHARES


 


designated


 


SERIES A JUNIOR PARTICIPATING PREFERRED STOCK


 


of


 


Dawson
Geophysical Company


 


Pursuant to the provisions of Section 21.155
and Section 21.156 of the Texas Business Organizations Code, the undersigned for profit corporation submits the following statement
for the purpose of establishing and designating a series of shares of its Preferred Stock, par value $1.00 per share, designated “Series A
Junior Participating Preferred Stock” and setting and determining the designations, preferences, limitations and relative rights
of the series:


 


1.            The
name of the company is Dawson Geophysical Company, a for-profit corporation organized under
the Texas Business Organizations Code.


 


2.            The
following resolutions establishing and designating a series of shares and setting and determining the designations, preferences,
lmitations and relative rights of the series, was duly adopted by all necessary action on the part of the Corporation on April 8, 2021,
in accordance with the provisions of Section 21.155 of the Texas Business Organizations Code:


 


RESOLVED, that pursuant
to the authority vested in the Board of Directors of this Corporation in accordance with the provisions of the Amended and Restated Certificate
of Formation, a series of Preferred Stock, par value $1.00 per share, of the Corporation be and hereby is created, and that the designation
and number of shares thereof and the voting and other powers, preferences and relative, participating, optional or other rights of the
shares of such series and the qualifications, limitations and restrictions thereof are as follows:


 


Series A Junior Participating Preferred
Stock


 


1.          Designation and Amount.
There shall be a series of Preferred Stock that shall be designated as Series A Junior Participating Preferred Stock, and the
number of shares constituting such series shall be 250,000. Such number of shares may be increased or decreased by resolution of the Board
of Directors; provided, however, that no decrease shall reduce the number of shares of  Series A Junior Participating Preferred
Stock to less than the number of shares then issued and outstanding plus the number of shares issuable upon exercise of outstanding rights,
options or warrants or upon conversion of outstanding securities issued by the Corporation.


 






    A-1


     


    

 


2.            Dividends
and Distributions.


 


(A)            Subject
to the prior and superior rights of the holders of any shares of any series of Preferred Stock ranking prior and superior to the
shares of Series A Junior Participating Preferred Stock with respect to dividends, the holders of shares of Series A
Junior Participating Preferred Stock, in preference to the holders of shares of any class or series of stock of the Corporation
ranking junior to the Series A Junior Participating Preferred Stock, shall be entitled to receive, when, as and if
declared by the Board of Directors out of funds legally available for the purpose, (1) quarterly dividends payable in cash on
March 31, June 30, September 30 and December 31 in each year (each such date being referred to herein as a
Quarterly Dividend Payment Date), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or
fraction of a share of Series A Junior Participating Preferred Stock, in an amount per share (rounded to the nearest cent)
equal to the greater of (a) $1.00 and (b) the Adjustment Number (as defined below) times the aggregate per share amount of
all cash dividends, and (2) the Adjustment Number times the aggregate per share amount (payable in kind) of all non-cash
dividends or other distributions other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares
of Common Stock (by reclassification or otherwise), declared on the Common Stock, par value $.01 per share, of the Corporation (the
Common Stock) since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend
Payment Date, since the first issuance of any share or fraction of a share of Series A Junior Participating Preferred Stock.
The Adjustment Number shall initially be 100. In the event the Corporation shall at any time after April 8, 2021 (the Rights
Declaration Date) (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the
outstanding Common Stock or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case
the Adjustment Number in effect immediately prior to such event shall be adjusted by multiplying such Adjustment Number by a
fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator
of which is the number of shares of Common Stock that were outstanding immediately prior to such event.


 





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


 


(C)             Dividends
shall begin to accrue and be cumulative on outstanding shares of Series A Junior Participating Preferred Stock from the Quarterly
Dividend Payment Date next preceding the date of issue of such shares of Series A Junior Participating Preferred Stock, unless the
date of issue of such shares is prior to the record date for the first Quarterly Dividend Payment Date, in which case dividends on such
shares shall begin to accrue from the date of issue of such shares, or unless the date of issue is a Quarterly Dividend Payment Date or
is a date after the record date for the determination of holders of shares of Series A Junior Participating Preferred Stock entitled
to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends shall begin
to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends
paid on the shares of Series A Junior Participating Preferred Stock in an amount less than the total amount of such dividends at
the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding.
The Board of Directors may fix a record date for the determination of holders of shares of Series A Junior Participating Preferred
Stock entitled to receive payment of a dividend or distribution declared thereon, which record date shall be no more than 30 days prior
to the date fixed for the payment thereof.


 






    A-2


     


    

 


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


 


(A)       Each
share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to a number of votes equal to the Adjustment
Number on all matters submitted to a vote of the shareholders of the Corporation.


 


(B)       Except
as otherwise provided herein, in the Amended and Restated Certificate of Formation or by law, the holders of shares of Series A Junior
Participating Preferred Stock, the holders of shares of any other class or series entitled to vote with the Common Stock and the holders
of shares of Common Stock shall vote together as one class on all matters submitted to a vote of shareholders of the Corporation.


 


(C)        (i) 
If at any time dividends on any Series A Junior Participating Preferred Stock shall be in arrears in an amount equal to six quarterly
dividends thereon, the occurrence of such contingency shall mark the beginning of a period (herein called a “default period”)
that shall extend until such time when all accrued and unpaid dividends for all previous quarterly dividend periods and for the current
quarterly dividend period on all shares of Series A Junior Participating Preferred Stock then outstanding shall have been declared
and paid or set apart for payment. During each default period, (1) the number of Directors shall be increased by two, effective as
of the time of election of such Directors as herein provided, and (2) the holders of Preferred Stock (including holders of the Series A
Junior Participating Preferred Stock) upon which these or like voting rights have been conferred and are exercisable (the Voting Preferred
Stock) with dividends in arrears in an amount equal to six quarterly dividends thereon, voting as a class, irrespective of series, shall
have the right to elect such two Directors.


 


(ii)          During
any default period, such voting right of the holders of Series A Junior Participating Preferred Stock may be exercised initially
at a special meeting called pursuant to subparagraph (iii) of this Section 3(C) or at any annual meeting of shareholders,
and thereafter at annual meetings of shareholders, provided that such voting right shall not be exercised unless the holders of at least
one-third in number of the shares of Voting Preferred Stock outstanding shall be present in person or by proxy. The absence of a quorum
of the holders of Common Stock shall not affect the exercise by the holders of Voting Preferred Stock of such voting right.


 


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


 






    A-3


     


    

 


(iv)            In
any default period, after the holders of Voting Preferred Stock shall have exercised their right to elect Directors voting as a class,
(x) the Directors so elected by the holders of Voting Preferred Stock shall continue in office until their successors shall have
been elected by such holders or until the expiration of the default period, and (y) any vacancy in the Board of Directors may be
filled by vote of a majority of the remaining Directors theretofore elected by the holders of the class or classes of stock which elected
the Director whose office shall have become vacant. References in this paragraph (C) to Directors elected by the holders of a particular
class or classes of stock shall include Directors elected by such Directors to fill vacancies as provided in clause (y) of the foregoing
sentence.


 


(v)            Immediately
upon the expiration of a default period, (x) the right of the holders of Voting Preferred Stock as a class to elect Directors shall
cease, (y) the term of any Directors elected by the holders of Voting Preferred Stock as a class shall terminate and (z) the
number of Directors shall be such number as may be provided for in the Amended and Restated Certificate of Formation or By-Laws of the
Corporation irrespective of any increase made pursuant to the provisions of paragraph (C) of this Section 3 (such number being
subject, however, to change thereafter in any manner provided by law or in the Amended and Restated Certificate of Formation or By-Laws).
Any vacancies in the Board of Directors effected by the provisions of clauses (y) and (z) in the preceding sentence may be filled
by a majority of the remaining Directors.


 


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


 






    A-4


     


    

 



 


4.            Certain Restrictions.


 


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


 


(i)            declare
or pay dividends on, make any other distributions on, or redeem or purchase or otherwise acquire for consideration any shares of stock
ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred
Stock, other than (A) such redemptions or purchases that may be deemed to occur upon the exercise of stock options, warrants or similar
rights or grant, vesting or lapse of restrictions on the grant of any other performance shares, restricted stock, restricted stock units
or other equity awards to the extent that such shares represent all or a portion of (x) the exercise or purchase price of such options,
warrants or similar rights or other equity awards and (y) the amount of withholding taxes owned by the recipient of such award in
respect of such grant, exercise, vesting or lapse of restrictions; and (B) the repurchase, redemption, or other acquisition or retirement
for value of any such shares from employees, former employees, directors, former directors, consultants or former consultants of the Corporation
or their respective estate, spouse, former spouse or family member, pursuant to the terms of the agreements pursuant to which such shares
were acquired;


 


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


 


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


 


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


 


5.            Reacquired
Shares. Any shares of Series A Junior Participating Preferred Stock purchased or otherwise acquired by the Corporation in any
manner whatsoever shall be retired and canceled promptly after the acquisition thereof. All such shares shall upon their cancellation
become authorized but unissued shares of Preferred Stock and may be reissued as part of a new series of Preferred Stock to be created
by resolution or resolutions of the Board of Directors, subject to any conditions and restrictions on issuance set forth herein.


 






    A-5


     


    

 


6.           Liquidation,
Dissolution or Winding Up. (A) Upon any liquidation (voluntary or otherwise), dissolution or winding up of the Corporation, no
distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or
winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A Junior
Participating Preferred Stock shall have received $100 per share, plus an amount equal to accrued and unpaid dividends and distributions
thereon, whether or not declared, to the date of such payment (the Series A Junior Participating Preferred Stock Liquidation Preference).
Following the payment of the full amount of the Series A Junior Participating Preferred Stock Liquidation Preference, no additional
distributions shall be made to the holders of shares of Series A Junior Participating Preferred Stock unless, prior thereto, the
holders of shares of Common Stock shall have received an amount per share (the Common Adjustment) equal to the quotient obtained by dividing
(i) the Series A Junior Participating Preferred Stock Liquidation Preference by (ii) the Adjustment Number. Following the
payment of the full amount of the Series A Junior Participating Preferred Stock Liquidation Preference and the Common Adjustment
in respect of all outstanding shares of Series A Junior Participating Preferred Stock and Common Stock, respectively, holders of
Series A Junior Participating Preferred Stock and holders of shares of Common Stock shall, subject to the prior rights of all other
series of Preferred Stock, if any, ranking prior thereto, receive their ratable and proportionate share of the remaining assets to be
distributed in the ratio of the Adjustment Number to 1 with respect to such Series A Junior Participating Preferred Stock and Common
Stock, on a per share basis, respectively.


 


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


 


(C)          Neither
the merger or consolidation of the Corporation into or with another corporation nor the merger or consolidation of any other corporation
into or with the Corporation shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this
Section 6, but the sale, lease or conveyance of all or substantially all the Corporation’s assets shall be deemed to be a liquidation,
dissolution or winding up of the Corporation within the meaning of this Section 6.


 


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


 






    A-6


     


    

 


8.            Redemption.
(A) The Corporation, at its option, may redeem shares of the Series A Junior Participating Preferred Stock in whole at any time
and in part from time to time, at a redemption price equal to the Adjustment Number times the current per share market price (as such
term is hereinafter defined) of the Common Stock on the date of the mailing of the notice of redemption, together with unpaid accumulated
dividends to the date of such redemption. The “current per share market price” on any date shall be deemed to be the average
of the closing price per share of such Common Stock for the ten consecutive Trading Days (as such term is hereinafter defined) immediately
prior to such date; provided, however, that in the event that the current per share market price of the Common Stock is determined during
a period following the announcement of (i) a dividend or distribution on the Common Stock other than a regular quarterly cash dividend
or (ii) any subdivision, combination or reclassification of such Common Stock and the ex-dividend date for such dividend or distribution,
or the record date for such subdivision, combination or reclassification, shall not have occurred prior to the commencement of such ten
Trading Day period, then, and in each such case, the current per share market price shall be properly adjusted to take into account ex-dividend
trading. The closing price for each day shall be the last sales price, regular way, or, in case no such sale takes place on such day,
the average of the closing bid and asked prices, regular way, in either case as reported in the principal transaction reporting system
with respect to securities listed or admitted to trading on the NASDAQ Stock Market, or, if the Common Stock is not listed or admitted
to trading on the NASDAQ Stock Market, on the principal national securities exchange on which the Common Stock is listed or admitted to
trading, or, if the Common Stock is not listed or admitted to trading on any national securities exchange but sales price information
is reported for such security, as reported by such self-regulatory organization or registered securities information processor (as such
terms are used under the Securities Exchange Act of 1934, as amended) that then reports information concerning the Common Stock, or, if
sales price information is not so reported, the average of the high bid and low asked prices in the over-the-counter market on such day,
as reported by such entity, or, if on any such date the Common Stock is not quoted by any such entity, the average of the closing bid
and asked prices as furnished by a professional market maker making a market in the Common Stock selected by the Board of Directors of
the Corporation. If on any such date no such market maker is making a market in the Common Stock, the fair value of the Common Stock on
such date as determined in good faith by the Board of Directors of the Corporation shall be used. The term “Trading Day” shall
mean a day on which the principal national securities exchange on which the Common Stock is listed or admitted to trading is open for
the transaction of business, or, if the Common Stock is not listed or admitted to trading on any national securities exchange but is quoted
by such a self-regulatory organization or registered securities information processor, a day on which such entity reports trades, or,
if the Common Stock is not so quoted, a Monday, Tuesday, Wednesday, Thursday or Friday on which banking institutions in the State of Texas
are not authorized or obligated by law or executive order to close.


 


(B)          In
the event that fewer than all the outstanding shares of the Series A Junior Participating Preferred Stock are to be redeemed, the
number of shares to be redeemed shall be determined by the Board of Directors and the shares to be redeemed shall be determined by lot
or pro rata as may be determined by the Board of Directors or by any other method that may be determined by the Board of Directors in
its sole discretion to be equitable.


 






    A-7


     


    

 


(C)          Notice
of any such redemption shall be given by mailing to the holders of the shares of Series A Junior Participating Preferred Stock to
be redeemed a notice of such redemption, first class postage prepaid, not later than the fifteenth day and not earlier than the sixtieth
day before the date fixed for redemption, at their last address as the same shall appear upon the books of the Corporation. Each such
notice shall state: (i) the redemption date; (ii) the number of shares to be redeemed and, if fewer than all the shares held
by such holder are to be redeemed, the number of such shares to be redeemed from such holder; (iii) the redemption price; (iv) the
place or places where certificates for such shares are to be surrendered for payment of the redemption price; and (v) that dividends
on the shares to be redeemed will cease to accrue on the close of business on such redemption date. Any notice that is mailed in the manner
herein provided shall be conclusively presumed to have been duly given, whether or not the shareholder received such notice, and failure
duly to give such notice by mail, or any defect in such notice, to any holder of Series A Junior Participating Preferred Stock shall
not affect the validity of the proceedings for the redemption of any other shares of Series A Junior Participating Preferred Stock
that are to be redeemed. On or after the date fixed for redemption as stated in such notice, each holder of the shares called for redemption
shall surrender the certificate evidencing such shares to the Corporation at the place designated in such notice and shall thereupon be
entitled to receive payment of the redemption price. If fewer than all the shares represented by any such surrendered certificate are
redeemed, a new certificate shall be issued representing the unredeemed shares.


 


The shares of Series A Junior Participating
Preferred Stock shall not be subject to the operation of any purchase, retirement or sinking fund.


 


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


 


10.          Amendment.
At any time that any shares of Series A Junior Participating Preferred Stock are outstanding, the Amended and Restated Certificate
of Formation of the Corporation shall not be amended in any manner which would materially alter or change the powers, preferences or special
rights of the Series A Junior Participating Preferred Stock so as to affect them adversely without the affirmative vote of the holders
of two-thirds or more of the outstanding shares of Series A Junior Participating Preferred Stock, voting separately as a class.


 


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


 


IN WITNESS WHEREOF, the undersigned
has executed this Certificate and does affirm the foregoing as true this ___ day of _______, _______.


 






    A-8


     


    

 


	 	Dawson Geophysical Company
	 	 
	 	By	
	 	Name:
	 	Title:






 




    A-9


     


    

 


Exhibit B


 


[Form of Rights Certificate]


 


	Certificate No. R-	 ________ Rights




 


NOT EXERCISABLE AFTER APRIL 7, 2022 OR SUCH
TIME AS THE RIGHTS ARE EARLIER REDEEMED, EXCHANGED OR TERMINATED OR SUCH OTHER EARLIER EXPIRATION DATE (AS DEFINED IN THE RIGHTS
AGREEMENT). THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF THE COMPANY, AT $.01 PER RIGHT ON THE TERMS SET FORTH IN THE
RIGHTS AGREEMENT. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS BENEFICIALLY OWNED BY OR TRANSFERRED TO
ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS
AGREEMENT) AND CERTAIN TRANSFEREES THEREOF WILL BECOME NULL AND VOID AND WILL NO LONGER BE TRANSFERABLE.


 


Rights Certificate


 


Dawson
Geophysical Company


 


This certifies that _____________________,
or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject
to the terms, provisions and conditions of the Rights Agreement, dated as of ________________, 20 __ as it may from time to time be supplemented
or amended (the “Rights Agreement”), between Dawson Geophysical Company, a Texas corporation (the “Company”),
and American Stock Transfer & Trust Company, LLC (the “Rights Agent”), to purchase from the Company at any time
prior to 5:00 p.m. (Dallas, Texas time) on April 7, 2022 or such time as the Rights are earlier redeemed, exchanged or terminated
or such other earlier Expiration Date (as defined in the Rights Agreement) at the principal office or offices of the Rights Agent designated
for such purpose, or its successors as Rights Agent, one one-hundredth of a fully paid, nonassessable share (a Fractional Share) of Series A
Junior Participating Preferred Stock, par value $1.00 per share (the “Preferred Stock”), of the Company, at a purchase price
of $12.50 per one one-hundredth of a share (the “Purchase Price”), upon presentation and surrender of this Rights Certificate
with the Form of Election to Purchase and related Certificate set forth on the reverse hereof duly executed. The Purchase Price
may be paid in cash or by cashier’s check payable to the order of the Company or the Rights Agent. The number of Rights evidenced
by this Rights Certificate (and the number of shares that may be purchased upon exercise thereof) set forth above, and the Purchase Price
per Fractional Share set forth above, are the number and Purchase Price as of ________________, 20 __, based on the Preferred Stock as
constituted at such date. The Company reserves the right to require prior to the occurrence of a Triggering Event (as such term is defined
in the Rights Agreement) that a number of Rights be exercised so that only whole shares of Preferred Stock will be issued.


 






    B-1


     


    

 


From and after the first occurrence
of a Triggering Event (as such term is defined in the Rights Agreement), if the Rights evidenced by this Rights Certificate are beneficially
owned by or transferred to (i) an Acquiring Person or an Associate or Affiliate of an Acquiring Person (as such terms are defined
in the Rights Agreement), (ii) a transferee of any such Acquiring Person, Associate or Affiliate, or (iii) under certain circumstances
specified in the Rights Agreement, a transferee of a person who, concurrently with or after such transfer, became an Acquiring Person
or an Affiliate or Associate of an Acquiring Person, such Rights shall, with certain exceptions, become null and void in the circumstances
set forth in the Rights Agreement, and no holder hereof shall have any rights whatsoever with respect to such Rights from and after the
occurrence of such Triggering Event.


 


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


 


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


 


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


 


Subject to the provisions of
the Rights Agreement, the Rights evidenced by this Certificate (i) may be redeemed by the Company at its option at a redemption price
of $.01 per Right, payable, at the election of the Company, in cash or shares of Common Stock or such other consideration as the Board
of Directors may determine, at any time prior to the earlier of the close of business on (a) the tenth day following the first public
announcement of the occurrence of a Flip-In Event (as such time period may be extended or shortened pursuant to the Rights Agreement)
and (b) the Expiration Date (as such term is defined in the Rights Agreement) or (ii) may be exchanged in whole or in part for
shares of Common Stock and/or other equity securities of the Company deemed to have the same value as shares of Common Stock, at any time
following the occurrence of a Flip-In Event and prior to a person’s becoming the beneficial owner of 50% or more of the shares of
Common Stock outstanding or the occurrence of a Flip-Over Event.


 






    B-2


     


    

 


No fractional shares of Preferred
Stock are required to be issued upon the exercise of any Right or Rights evidenced hereby (other than, except as set forth above, fractions
that are integral multiples of a Fractional Share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary
receipts), but in lieu thereof a cash payment may be made, as provided in the Rights Agreement.


 


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 shares of Preferred Stock or of any
other securities of the Company that 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 shareholder of the Company or any right to vote
for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any
corporate action, or to receive notice of meetings or other actions affecting shareholders (except as provided in the Rights Agreement),
or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have
been exercised as provided in the Rights Agreement.


 


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


 


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


 


Dated as of April 19, 2021


 


	ATTEST:	Dawson Geophysical Company
	 	 


 





	 	By:	 
	Secretary	 	Title:
	 	 
	 	 
	Countersigned:	 
	 	 





	American Stock Transfer & Trust Company, LLC	 
	 	 


 





	By	 	 
	 	Authorized Signature	 


 






    B-3


     


    

 


[Form of Reverse Side of Rights Certificate] 


 


FORM OF ASSIGNMENT


 


(To be executed by the registered holder if such
holder desires

to transfer any Rights evidenced by the Rights Certificate.)


 


FOR  VALUE  RECEIVED___________________________________________________________________________________________   hereby sells,
assigns and transfers unto ____________________________________________________________________________________________________


	 
	(Please print name and address of transferee)




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


 


Dated: _________________, 20___


 


	 	 
	 	Signature




 


Signature Guaranteed:


 


Signatures must be guaranteed by an “eligible
guarantor institution” (as defined pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended).


 



    B-4


     


    




 


Certificate


 


The undersigned hereby certifies
by checking the appropriate boxes that:


 


(1)          the
Rights evidenced by this Rights Certificate [ ] are [ ] are not being sold, assigned and transferred by or on behalf of a Person who is
or was an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined pursuant to the Rights Agreement)
and are not issued with respect to Notional Common Shares related to a Derivatives Contract described in clause (iv) of the definition
of Beneficial Owner (as such terms are defined in the Agreement); and


 


(2)          after
due inquiry and to the best knowledge of the undersigned, it [ ] did [ ] did not acquire the Rights evidenced by this Rights Certificate
from any Person who is, was or subsequently became an Acquiring Person or an Affiliate or Associate of an Acquiring Person or who is a
direct or indirect transferee of an Acquiring Person or of an Affiliate or Associate of an Acquiring Person.


 


	Dated: _____________, 20____	 
		Signature


 


Signature Guaranteed:


 


Signatures must be guaranteed by an “eligible
guarantor institution” (as defined pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended).


 


NOTICE


 


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


 




    B-5


     


    

 


FORM OF ELECTION TO PURCHASE


 


(To be executed if holder desires to exercise

Rights represented by the Rights Certificate.)


 


	To:	 	Dawson Geophysical Company




 


The undersigned hereby irrevocably
elects to exercise _________ Rights represented by this Rights Certificate to purchase the shares of Preferred Stock issuable upon the
exercise of the Rights (or such other securities of the Company or of any other person that may be issuable upon the exercise of the Rights)
and requests that certificates for such shares (or other securities) be issued in the name of and delivered to:


 


Please insert social security

or other identifying number


 


	 
	(Please print name and address)
	 




 


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


 


Please insert social security

or other identifying number


 





	 
	(Please print name and address)
	 


 


Dated: ____________, 20___


 





	 	 
		Signature


 


Signature Guaranteed:


 


Signatures must be guaranteed by an “eligible
guarantor institution” (as defined pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended).


 






    B-6


     


    

 


Certificate


 


The undersigned hereby certifies
by checking the appropriate boxes that:


 


(1)          the
Rights evidenced by this Rights Certificate [ ] are [ ] are not being exercised by or on behalf of a Person who is or was an Acquiring
Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined pursuant to the Rights Agreement) and are not issued
with respect to Notional Common Shares related to a Derivatives Contract described in clause (iv) of the definition of Beneficial
Owner (as such terms are defined in the Agreement); and


 


(2)          after
due inquiry and to the best knowledge of the undersigned, it [ ] did [ ] did not acquire the Rights evidenced by this Rights Certificate
from any Person who is, was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person or who is a direct or indirect
transferee of an Acquiring Person or of an Affiliate or Associate of an Acquiring Person.


 


	Dated: _____________, 20___	 
		Signature


 


Signature Guaranteed:


 


Signatures must be guaranteed by an “eligible
guarantor institution” (as defined pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended).


 


NOTICE


 


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


 




    B-7


     


    

 


Exhibit C


 


Under certain circumstances set forth in the
Rights Agreement, Rights beneficially owned by or transferred to any Person who is, was or becomes an Acquiring Person or an Affiliate
or Associate thereof (as such terms are defined in the Rights Agreement), and certain transferees thereof, will become null and void and
will no longer be transferable.


 


SUMMARY OF RIGHTS


 


On April 8, 2021, the
Board of Directors of Dawson Geophysical Company (the “Company”) declared a dividend of one right (“Right”)
for each outstanding share of the Company’s Common Stock, par value $0.01 per share (“Common Stock”), to
shareholders of record at the close of business on April 19, 2021. Each Right entitles the registered holder to purchase from the
Company a unit consisting of one one-hundredth of a share (a “Fractional Share”) of Series A Junior Participating
Preferred Stock, par value $1.00 per share (the Preferred Stock), at a purchase price of $12.50 per Fractional Share, subject to
adjustment (the “Purchase Price”). The description and terms of the Rights are set forth in a Rights Agreement dated as
of April 8, 2021 as it may from time to time be supplemented or amended (the “Rights Agreement”) between the Company and
American Stock Transfer & Trust Company, LLC, as Rights Agent.


 


Initially, the Rights
will be attached to all outstanding shares of Common Stock, and no separate certificates for the Rights (“Rights Certificates”)
will be distributed. The Rights will separate from the Common Stock and a “Distribution Date” will occur, with certain exceptions,
upon the earlier of (i) ten days following a public announcement that a person or group of affiliated or associated persons (an
 “Acquiring Person”) has acquired, or obtained the right to acquire, beneficial ownership of 10% (or 15% in the case of a
 “13G Investor,” as defined in the Rights Agreement) or more of the outstanding shares of Common Stock (the date of the announcement
being the “Stock Acquisition Date”), or (ii) ten business days following the commencement of a tender offer or exchange
offer that would result in a person’s becoming an Acquiring Person. In certain circumstances, the Distribution Date may be deferred
by the Board of Directors. Certain inadvertent acquisitions will not result in a person’s becoming an Acquiring Person if the person
promptly divests itself of sufficient Common Stock. If at the time of the adoption of the Rights Agreement, any person or group of affiliated
or associated persons is the beneficial owner of 10% (or 15% in the case of a 13G Investor) or more of the outstanding shares of Common
Stock, such person shall not become an Acquiring Person unless and until certain increases in such person’s beneficial ownership
occur or are deemed to occur. Until the Distribution Date, (a) the Rights will be evidenced by the Common Stock certificates (together
with a copy of this Summary of Rights or bearing the notation referred to below) and will be transferred with and only with such Common
Stock certificates, (b) new Common Stock certificates issued after April 19, 2021
will contain a notation incorporating the Rights Agreement by reference and (c) the surrender for transfer of any certificate for
Common Stock (with or without a copy of this Summary of Rights) will also constitute the transfer of the Rights associated with the Common
Stock represented by such certificate. If any Common Stock is held in book-entry accounts through a direct registration service of the
Company’s transfer agent, the associated Rights will be evidenced and transferred as set forth in the Rights Agreement.


 






    C-1


     


    

 


The definition of “Acquiring
Person” contained in the Rights Agreement contains several exemptions.


 


The Rights are not
exercisable until the Distribution Date and will expire at the close of business on April 7, 2022, unless earlier redeemed or exchanged
by the Company as described below.


 


Certain synthetic interests
in securities created by derivative positions—whether or not such interests are considered to be ownership of the underlying Common
Stock or are reportable for purposes of Regulation 13D of the Securities Exchange Act of 1934—are treated as beneficial ownership
of the number of shares of Common Stock equivalent to the economic exposure created by the derivative position, to the extent actual shares
of Common Stock are directly or indirectly held by counterparties to the derivatives contracts. Swaps dealers unassociated with any control
intent or intent to evade the purposes of the Rights Agreement are excepted from such imputed beneficial ownership.


 


As soon as practicable after
the Distribution Date, Rights Certificates will be mailed to holders of record of Common Stock as of the close of business on the Distribution
Date and, from and after the Distribution Date, the separate Rights Certificates alone will represent the Rights. All shares of Common
Stock issued prior to the Distribution Date will be issued with Rights. Shares of Common Stock issued after the Distribution Date in connection
with certain employee benefit plans or upon conversion of certain securities will be issued with Rights. Except as otherwise determined
by the Board of Directors, no other shares of Common Stock issued after the Distribution Date will be issued with Rights. If the Company
elects to distribute any Rights by crediting book-entry accounts, such Rights will be credits to the book-entry accounts, separate Rights
Certificates will not be issued with respect to such Rights, and any legend may be placed on the relevant direct registration transaction
advice instead of on a Rights Certificate.


 


In the event (a “Flip-In
Event”) that a person becomes an Acquiring Person (except pursuant to a tender or exchange offer for all outstanding shares of Common
Stock at a price and on terms that a majority of the directors of the Company who are not, and are not representatives, nominees, Affiliates
or Associates of, an Acquiring Person or the person making the offer determines to be fair to and otherwise in the best interests of the
Company and its shareholders (a “Permitted Offer”)), each holder of a Right will thereafter have the right to receive, upon
exercise of such Right, a number of shares of Common Stock (or, in certain circumstances, cash, property or other securities of the Company)
having a Current Market Price (as defined in the Rights Agreement) equal to two times the exercise price of the Right. Notwithstanding
the foregoing, following the occurrence of any Triggering Event, all Rights that are, or (under certain circumstances specified in the
Rights Agreement) were, beneficially owned by or transferred to an Acquiring Person (or by certain related parties) will be null and void
in the circumstances set forth in the Rights Agreement. However, Rights are not exercisable following the occurrence of any Flip-In Event
until such time as the Rights are no longer redeemable by the Company as set forth below.


 






    C-2


     


    

 


In the event (a “Flip-Over
Event”) that, at any time from and after the time an Acquiring Person becomes such, (i) the Company is acquired in a merger
or other business combination transaction (other than certain mergers that follow a Permitted Offer), or (ii) 50% or more of the
Company’s assets, cash flow or earning power is sold or transferred, each holder of a Right (except Rights that are voided as set
forth above) shall thereafter have the right to receive, upon exercise, a number of shares of common stock of the acquiring company having
a Current Market Price equal to two times the exercise price of the Right. Flip-In Events and Flip-Over Events are collectively referred
to as “Triggering Events.”


 


The number of outstanding Rights
associated with a share of Common Stock, or the number of Fractional Shares of Preferred Stock issuable upon exercise of a Right and the
Purchase Price, are subject to adjustment in the event of a stock dividend on, or a subdivision, combination or reclassification of, the
Common Stock occurring prior to the Distribution Date. The Purchase Price payable, and the number of Fractional Shares of Preferred Stock
or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution
in the event of certain transactions affecting the Preferred Stock.


 


With certain exceptions, no
adjustment in the Purchase Price will be required until cumulative adjustments amount to at least 1% of the Purchase Price. No fractional
shares of Preferred Stock that are not integral multiples of a Fractional Share are required to be issued upon exercise of Rights and,
in lieu thereof, an adjustment in cash may be made based on the market price of the Preferred Stock on the last trading date prior to
the date of exercise. Pursuant to the Rights Agreement, the Company reserves the right to require prior to the occurrence of a Triggering
Event that, upon any exercise of Rights, a number of Rights be exercised so that only whole shares of Preferred Stock will be issued.


 


At any time until ten days following
the first date of public announcement of the occurrence of a Flip-In Event, the Company may redeem the Rights in whole, but not in part,
at a price of $.01 per Right, payable, at the option of the Company, in cash, shares of Common Stock or such other consideration as the
Board of Directors may determine. After a person becomes an Acquiring Person, the right of redemption is subject to certain limitations
in the Rights Agreement. Immediately upon the effectiveness of the action of the Board of Directors ordering redemption of the Rights,
the Rights will terminate and the only right of the holders of Rights will be to receive the $.01 redemption price. The Rights Agreement
does not prevent a shareholder from conducting a proxy contest to remove and replace the Board of Directors with directors who then vote
to redeem the Rights, if such actions are taken prior to the time that such shareholder becomes an Acquiring Person.


 


At any time after the occurrence
of a Flip-In Event and prior to a person’s becoming the beneficial owner of 50% or more of the shares of Common Stock then outstanding
or the occurrence of a Flip-Over Event, the Company may exchange the Rights (other than Rights owned by an Acquiring Person or an affiliate
or an associate of an Acquiring Person, which will have become void), in whole or in part, at an exchange ratio of one share of Common
Stock, and/or other equity securities deemed to have the same value as one share of Common Stock, per Right, subject to adjustment.


 


Until a Right is exercised,
the holder thereof, as such, will have no rights as a shareholder of the Company, including, without limitation, the right to vote or
to receive dividends. While the distribution of the Rights should not be taxable to shareholders or to the Company, shareholders may,
depending upon the circumstances, recognize taxable income in the event that the Rights become exercisable for Common Stock (or other
consideration) of the Company or for the common stock of the acquiring company as set forth above or are exchanged as provided in the
preceding paragraph.


 






    C-3


     


    

 


Any of the provisions of the
Rights Agreement may be amended by the Board of Directors as long as the Rights are redeemable. Thereafter, the provisions of the Rights
Agreement may be amended by the Board of Directors in order to cure any ambiguity, defect or inconsistency, to make changes that do not
materially adversely affect the interests of holders of Rights (excluding the interests of any Acquiring Person), or to shorten or lengthen
any time period under the Rights Agreement; provided, however, that no amendment to lengthen the time period governing redemption
shall be made at such time as the Rights are not redeemable.


 


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


 



    C-4