EXHIBIT
4.2


 


Harvard
Apparatus Regenerative Technology, Inc. 


 


AND 


 


REGISTRAR AND TRANSFER COMPANY 


 


AS RIGHTS AGENT 


 


SHAREHOLDER RIGHTS AGREEMENT 


 


DATED AS OF            , 2013


 




    	 



    	 



    

 


TABLE OF CONTENTS 


 


	Section	 	Page
	 	 	 
	Section 1.	Certain Definitions 	3
	Section 2.	Appointment of Rights Agent	7
	Section 3.	Issue of Right Certificates 	8
	Section 4.	Form of Right Certificates 	9
	Section 5.	Countersignature and Registration 	10
	Section 6.	Transfer, Split Up, Combination and Exchange of Right Certificates; Mutilated, Destroyed, Lost or Stolen Right Certificates 	11
	Section 7.	Exercise of Rights; Exercise Price; Expiration Date of Rights 	11
	Section 8.	Cancellation and Destruction of Right Certificates 	13
	Section 9.	Reservation and Availability of Preferred Stock 	13
	Section 10.	Preferred Stock Record Date 	14
	Section 11.	Adjustment of Exercise Price, Number and Kind of Shares or Number of Rights 	14
	Section 12.	Certificate of Adjusted Exercise Price or Number of Shares 	21
	Section 13.	Consolidation, Merger or Sale or Transfer of Assets or Earning Power 	22
	Section 14.	Fractional Rights and Fractional Shares	24
	Section 15.	Rights of Action 	24
	Section 16.	Agreement of Right Holders 	24
	Section 17.	Right Certificate Holder Not Deemed a Shareholder	25
	Section 18.	Concerning the Rights Agent 	25
	Section 19.	Merger or Consolidation or Change of Name of Rights Agent 	26
	Section 20.	Duties of Rights Agent 	26
	Section 21.	Change of Rights Agent 	28
	Section 22.	Issuance of New Right Certificates 	29
	Section 23.	Redemption 	29
	Section 24.	Exchange 	30
	Section 25.	Notice of Certain Events 	31
	Section 26.	Notices 	32
	Section 27.	Supplements and Amendments 	33
	Section 28.	Successors 	33
	Section 29.	Determinations and Actions by the Board of Directors 	33
	Section 30.	Benefits of this Agreement 	34
	Section 31.	Severability 	34
	Section 32.	Governing Law	34
	Section 33.	Counterparts 	34
	Section 34.	Descriptive Headings 	34
	Section 35.	Force Majeure 	34
	 	 	 
	Exhibit A - Certificate of Designations of Series A Junior Participating Cumulative Preferred Stock	 
	Exhibit B - Form of Right Certificate	 


 




    	 



    	 



    

 


SHAREHOLDER RIGHTS AGREEMENT 


 


This Shareholder Rights Agreement (the
“Agreement”), dated as of               , is made by and between Harvard Apparatus Regenerative Technology, Inc., a Delaware
corporation (the “Company”), and Registrar and Transfer Company, a New Jersey corporation (the “Rights
Agent”).


 


WITNESSETH


 


WHEREAS, the Board
of Directors of the Company desires to provide shareholders of the Company with the opportunity to benefit from the long-term prospects
and value of the Company and to ensure that shareholders of the Company receive fair and equal treatment in the event of any proposed
takeover of the Company;


 


WHEREAS, on               , the
Board of Directors of the Company authorized and declared a dividend distribution of one Right (as such term is hereinafter defined)
for each outstanding share of Common Stock, par value $0.01 per share, of the Company (the “Common Stock”) outstanding
as of                (the “Record Date”), and authorized the issuance of one Right for each share of Common Stock of the Company
issued (whether or not originally issued or sold from the Company’s treasury, except in the case of treasury shares having
associated Rights) between the Record Date and the earlier of the Distribution Date or the Expiration Date (as such terms are hereinafter
defined), each Right initially representing the right to purchase one ten-thousandth of a share of Series A Junior Participating
Cumulative Preferred Stock of the Company having the rights, powers and preferences set forth on Exhibit A hereto,
upon the terms and subject to the conditions hereinafter set forth (the “Rights”); and


 


WHEREAS, the Company
desires to appoint the Rights Agent to act as rights agent hereunder, in accordance with the terms and conditions hereof.


 


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


 


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


 


(a) “Acquiring
Person” shall mean any Person (as such term is hereinafter defined) who or which, together with all Affiliates (as such
term is hereinafter defined) and Associates (as such term is hereinafter defined) of such Person, shall be the Beneficial Owner
(as such term is hereinafter defined) of 20% or more of the shares of Common Stock of the Company then outstanding, but shall not
include (i) the Company, (ii) any Subsidiary (as such term is hereinafter defined) of the Company, (iii) any employee
benefit plan or compensation arrangement of the Company or any Subsidiary of the Company or (iv) any Person holding shares
of Common Stock of the Company organized, appointed or established by the Company or any Subsidiary of the Company for or pursuant
to the terms of any such employee benefit plan or compensation arrangement (the Persons described in clauses (i) through (iv) above
are referred to herein as “Exempt Persons”); provided, however, that the term “Acquiring
Person” shall not include any Grandfathered Person, unless such Grandfathered Person becomes the Beneficial Owner of a percentage
of the shares of Common Stock of the Company then outstanding equal to or exceeding such Grandfathered Person’s Grandfathered
Percentage.


 




    	 



    	 



    

 





Notwithstanding the
foregoing, no Person shall become an “Acquiring Person” as the result of an acquisition by the Company of Common Stock
of the Company which, by reducing the number of shares outstanding, increases the proportionate number of shares Beneficially Owned
by such Person to 20% (or in the case of a Grandfathered Person, the Grandfathered Percentage applicable to such Grandfathered
Person) or more of the shares of Common Stock of the Company then outstanding; provided, however, that if a Person
shall become the Beneficial Owner of 20% (or in the case of a Grandfathered Person, the Grandfathered Percentage applicable to
such Grandfathered Person) or more of the shares of Common Stock of the Company then outstanding by reason of share purchases by
the Company and shall, after such share purchases by the Company, become the Beneficial Owner of any additional shares (other than
pursuant to a stock split, stock dividend or similar transaction) of Common Stock of the Company and immediately thereafter be
the Beneficial Owner of 20% (or in the case of a Grandfathered Person, the Grandfathered Percentage applicable to such Grandfathered
Person) or more of the shares of Common Stock of the Company then outstanding, then such Person shall be deemed to be an “Acquiring
Person.”


  


In addition, notwithstanding
the foregoing, and notwithstanding anything to the contrary provided in this Agreement including without limitation in Sections
1(jj), 3(a) or 27, a Person shall not be an “Acquiring Person” if the Board of Directors of the Company determines
at any time that a Person who would otherwise be an “Acquiring Person,” has become such without intending to become
an “Acquiring Person,” and such Person divests as promptly as practicable (or within such period of time as the Board
of Directors of the Company determines is reasonable) a sufficient number of shares of Common Stock of the Company so that such
Person would no longer be an “Acquiring Person,” as defined pursuant to the foregoing provisions of this Section 1(a).


 


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


 


(c) “Affiliate”
and “Associate” shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules
and Regulations (the “Rules”) under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), as in effect on the date of this Agreement; provided, however, that no Person who is a director
or officer of the Company shall be deemed an Affiliate or an Associate of any other director or officer of the Company solely as
a result of his or her position as director or officer of the Company.


 


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


 


(i) which
such Person or any of such Person’s Affiliates or Associates, directly or indirectly, Beneficially Owns (as determined pursuant
to Rule 13d-3 of the Rules under the Exchange Act, as in effect on the date of this Agreement);


 


(ii) which
such Person or any of such Person’s Affiliates or Associates, directly or indirectly, has:


 


(A) the
right to acquire (whether or not such right is exercisable immediately or only after the passage of time or upon the satisfaction
of any conditions or both) pursuant to any agreement, arrangement or understanding (whether or not in writing) (other than customary
agreements with and between underwriters and selling group members with respect to a bona fide public offering of securities) or
upon the exercise of conversion rights, exchange rights, rights (other than the Rights), warrants or options, or otherwise; provided,
however, that a Person shall not be deemed the “Beneficial Owner” of, or to “Beneficially Own” or
have “Beneficial Ownership” of, (1) securities tendered pursuant to a tender or exchange offer made by or on behalf
of such Person or any of such Person’s Affiliates or Associates until such tendered securities are accepted for purchase
or exchange; (2) securities issuable upon exercise of Rights at any time prior to the occurrence of a Triggering Event; or
(3) 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 Sections 3(a),
11(i) or 22 hereof; or


 




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(B) the
right to vote 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” or have “Beneficial
Ownership” of, any security under this clause (B) if the agreement, arrangement or understanding to vote such security
(1) arises solely from a revocable proxy or consent given in response to a public proxy or consent solicitation made pursuant
to a written proxy or consent solicitation statement filed with the Securities and Exchange Commission in accordance with the Rules
of the Exchange Act and (2) is not also then reportable by such person on Schedule 13D under the Exchange Act (or any comparable
or successor report); or


 


(C) the
right to dispose of pursuant to any agreement, arrangement or understanding (whether or not in writing) (other than customary arrangements
with and between underwriters and selling group members with respect to a bona fide public offering of securities); or


 


(iii)
which are Beneficially Owned, directly or indirectly, by 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) (other than customary agreements with and between underwriters and selling group members with respect to a bona fide public
offering of securities) for the purpose of acquiring, holding, voting (except pursuant to a revocable proxy or consent as described
in clause (B) of Section 1(d)(ii) hereof) or disposing of any securities of the Company;


 


provided, however, that (1) no
Person engaged in business as an underwriter of securities shall be deemed the Beneficial Owner of any securities acquired through
such Person’s participation as an underwriter in good faith in a firm commitment underwriting until the expiration of forty
(40) days after the date of such acquisition, and (2) no Person who is a director or an officer or employee of the Company
or any Subsidiary shall be deemed, solely as a result of his or her position as director or officer or employee of the Company
or any Subsidiary, the Beneficial Owner of any securities of the Company that are Beneficially Owned by any other director or officer
or employee of the Company or any Subsidiary.


 


For all purposes of
this Agreement, the phrase “then outstanding,” when used with reference to the percentage of the then outstanding securities
Beneficially Owned by a Person, shall mean the number of securities then issued and outstanding together with the number of such
securities not then actually issued and outstanding which such Person would be deemed to Beneficially Own hereunder.


 


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


 


(f) “Certificate
of Incorporation” when used in reference to the Company shall mean the Amended and Restated Certificate of Incorporation,
as may be amended from time to time, of the Company.


 


(g) “Close
of Business” on any given date shall mean 5:00 p.m., Boston, Massachusetts time, on such date; provided, however,
that if such date is not a Business Day it shall mean 5:00 p.m., Boston, Massachusetts time, on the next succeeding Business Day.


 




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(h) “Common
Stock” when used in reference to the Company shall mean the common stock, par value $0.01 per share, of the Company or
any other shares of capital stock of the Company into which such stock shall be reclassified or changed. “Common Stock”
when used with reference to any Person other than the Company organized in corporate form shall mean (i) the capital stock
or other equity interest of such Person with the greatest voting power, (ii) the equity securities or other equity interest
having power to control or direct the management of such Person or (iii) if such Person is a Subsidiary of another Person,
the Person or Persons which ultimately control such first-mentioned Person and which have issued any such outstanding capital stock,
equity securities or equity interest. “Common Stock” when used with reference to any Person not organized in corporate
form shall mean units of beneficial interest which (x) shall represent the right to participate generally in the profits and
losses of such Person (including without limitation any flow-through tax benefits resulting from an ownership interest in such
Person) and (y) shall be entitled to exercise the greatest voting power of such Person or, in the case of a limited partnership,
shall have the power to remove or otherwise replace the general partner or partners.


 


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


 


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


 


(k) “Depositary
Agent” shall have the meaning set forth in Section 7(c) hereof.


 


(l) “Distribution
Date” shall have the meaning set forth in Section 3(a) hereof.


 


(m) “Exchange
Date” shall have the meaning set forth in Section 7(a) hereof.


 


(n) “Exempt
Person” shall have the meaning set forth in the definition of “Acquiring Person.”


 


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


 


(p) “Expiration
Date” and “Final Expiration Date” shall have the meanings set forth in Section 7(a) hereof.


 


(q) “Fair
Market Value” of any securities or other property shall be as determined in accordance with Section 11(d) hereof.


 


(r) “Grandfathered
Percentage” shall mean, with respect to any Grandfathered Person, the percentage of the outstanding shares of Common
Stock of the Company that such Grandfathered Person, together with all Affiliates and Associates of such Grandfathered Person,
Beneficially Owns as of the Grandfathered Time, plus an additional  1/2%; provided, however, that, in the event
any Grandfathered Person shall sell, transfer, or otherwise dispose of any outstanding shares of Common Stock of the Company after
the Grandfathered Time, the Grandfathered Percentage shall, subsequent to such sale, transfer or disposition, mean, with respect
to such Grandfathered Person, the lesser of (i) the Grandfathered Percentage as in effect immediately prior to such sale,
transfer or disposition or (ii) the percentage of outstanding shares of Common Stock of the Company that such Grandfathered
Person Beneficially Owns immediately following such sale, transfer or disposition, plus an additional  1/2%.


 


(s) “Grandfathered
Person” shall mean any Person who or which, together with all Affiliates and Associates of such Person, is, as of the
Grandfathered Time, the Beneficial Owner of 20% or more of the shares of Common Stock of the Company then outstanding. Notwithstanding
anything to the contrary provided in this Agreement, any Grandfathered Person who after the Grandfathered Time becomes the Beneficial
Owner of less than 20% of the shares of Common Stock of the Company then outstanding shall cease to be a Grandfathered Person and
shall be subject to all of the provisions of this Agreement in the same manner as any Person who is not and was not a Grandfathered
Person.


 


(t) “Grandfathered
Time” shall mean 9:00 a.m., Boston, Massachusetts time, on the Record Date.


 


(u) “Group”
shall have the meaning set forth in clause (b) of the definition of “Person.”


 


(v) “Person”
shall mean (a) an individual, a corporation, a partnership, a limited liability company, an association, a joint stock company,
a trust, a business trust, a government or political subdivision, any unincorporated organization, or any other association or
entity including any successor (by merger or otherwise) thereof or thereto, and (b) a “group” as that term is
used for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended.


 




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(w) “Preferred Stock”
shall mean shares of Series A Junior Participating Cumulative Preferred Stock, par value $0.01 per share, of the Company having
the rights and preferences set forth in the form of Certificate of Designations attached hereto as Exhibit A.


 


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


 


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


 


(z) “Redemption
Date” shall have the meaning set forth in Section 7(a) hereof.


 


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


 


(bb) “Registered
Common Stock” shall have the meaning set forth in Section 13(b) hereof.


 


(cc) “Right
Certificates” shall have the meaning set forth in Section 3(a) hereof.


 


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


 


(ee) “Section
11(a)(ii) Trigger Date” shall have the meaning set forth in Section 11(a)(iii) hereof.


 


(ff) “Section
13 Event” shall mean any event described in clauses (x), (y) or (z) of Section 13(a) hereof.


 


(gg) “Section
24(a)(i) Exchange Ratio” shall have the meaning set forth in Section 24(a)(i) hereof.


 


(hh) “Section
24(a)(ii) Exchange Ratio” shall have the meaning set forth in Section 24(a)(ii) hereof.


 


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


 


(jj) “Stock
Acquisition Date” shall mean the date of the first public announcement (which for purposes of this definition shall include,
without limitation, the issuance of a press release or the filing of a publicly-available report or other document with the Securities
and Exchange Commission or any other governmental agency) by the Company, acting pursuant to a resolution adopted by the Board
of Directors of the Company, or by an Acquiring Person, subject in each case to the last paragraph of Section 1(a), that an
Acquiring Person has become such.


 


(kk) “Subsidiary”
shall mean, with reference to any Person, any corporation or other entity of which securities or other ownership interests having
ordinary voting power sufficient, in the absence of contingencies, to elect a majority of the board of directors or other persons
performing similar functions of such corporation or other entity are at the time directly or indirectly Beneficially Owned or otherwise
controlled by such Person either alone or together with one or more Affiliates of such Person.


 


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


 


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


 


Section 2. Appointment
of Rights Agent. The Company hereby appoints the Rights Agent to act as agent for the Company and the holders of the Rights
(who, in accordance with Section 3 hereof, shall prior to the Distribution Date (as hereinafter defined in Section 3(a))
also be the holders of the Common Stock of the Company) 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.
In the event the Company appoints one or more Co-Rights Agents, the respective duties of the Rights Agent and any Co-Rights Agents
shall be as the Company shall determine. The Company shall give ten (10) days’ prior written notice to the Rights Agent
of the appointment of one or more Co-Rights Agents and the respective duties of the Rights Agent and any such Co-Rights Agents.
The Rights Agent shall have no duty to supervise, and shall in no event be liable for, the acts or omissions of any such Co-Rights
Agent.


 




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Section 3. Issue
of Right Certificates.


 


(a) From
the date hereof until the earlier of (i) the Close of Business on the tenth calendar day after the Stock Acquisition Date
or (ii) the Close of Business on the tenth Business Day (or such later calendar day, if any, as the Board of Directors of
the Company may determine in its sole discretion) after the date a tender or exchange offer by any Person, other than an Exempt
Person, is first published or sent or given within the meaning of Rule 14d-4(a) of the Exchange Act, or any successor rule, if,
upon consummation thereof, such Person could become the Beneficial Owner of 20% (or in the case of a Grandfathered Person, the
Grandfathered Percentage applicable to such Grandfathered Person) or more of the shares of Common Stock of the Company then outstanding
(including any such date which is after the date of this Agreement and prior to the issuance of the Rights) (the earliest of such
dates being herein referred to as the “Distribution Date”), (x) the Rights will be evidenced (subject to
the provisions of Section 3(b) hereof) by the certificates for the Common Stock of the Company registered in the names of
the holders of the Common Stock of the Company (which certificates for Common Stock of the Company shall be deemed also to be certificates
for Rights) 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 of the Company (including a transfer to the Company). As soon as practicable after the
Distribution Date, the Rights Agent will, at the Company’s expense send, by first-class, insured, postage prepaid mail, to
each record holder of the Common Stock of the Company as of the Close of Business on the Distribution Date, at the address of such
holder shown on the records of the Company, one or more certificates, in substantially the form of Exhibit B hereto
(the “Right Certificates”), evidencing one Right for each share of Common Stock of the Company so held, subject
to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock of the Company
has been made pursuant to Section 11(o) hereof, the Company may make the necessary and appropriate rounding adjustments (in
accordance with Section 14(a) hereof) at the time of distribution of the Right Certificates, so that Right Certificates representing
only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Close of Business
on the Distribution Date, the Rights will be evidenced solely by such Right Certificates.


 


(b) With
respect to certificates for the Common Stock of the Company issued prior to the Close of Business on the Record Date, the Rights
will be evidenced by such certificates for the Common Stock of the Company on or until the Distribution Date (or the earlier redemption,
expiration or termination of the Rights), and the registered holders of the Common Stock of the Company also shall be the registered
holders of the associated Rights. Until the Distribution Date (or the earlier redemption, expiration or termination of the Rights),
the transfer of any of the certificates for the Common Stock of the Company outstanding prior to the date of this Agreement shall
also constitute the transfer of the Rights associated with the Common Stock of the Company represented by such certificate.


 


(c) Certificates
for the Common Stock of the Company issued after the Record Date, but prior to the earlier of the Distribution Date or the Expiration
Date, shall be deemed also to be certificates for Rights, and shall bear a legend, substantially in the form set forth below:


 


This certificate also evidences
and entitles the holder hereof to certain Rights as set forth in a Shareholder Rights Agreement between Harvard Apparatus Regenerative
Technology, Inc. and Registrar and Transfer Company (or any successor thereto), as Rights Agent, dated as of               , as amended, restated,
renewed, supplemented or extended from time to time (the “Rights Agreement”), the terms of which are hereby incorporated
herein by reference and a copy of which is on file at the principal offices of Harvard Apparatus Regenerative Technology, Inc.
and the stock transfer administration office of the Rights Agent. Under certain circumstances, as set forth in the Rights Agreement,
such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Harvard Apparatus Regenerative
Technology, Inc. may redeem the Rights at a redemption price of $0.01 per Right, subject to adjustment, under the terms of the
Rights Agreement. Harvard Apparatus Regenerative Technology, Inc. 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, Rights issued to or held by Acquiring Persons or any Affiliates or Associates thereof (as defined in the Rights
Agreement), and any subsequent holder of such Rights, may become null and void. The Rights shall not be exercisable, and shall
be void so long as held, by a holder in any jurisdiction where the requisite qualification, if any, to the issuance to such holder,
or the exercise by such holder, of the Rights in such jurisdiction shall not have been obtained or be obtainable.


 




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With respect to such
certificates containing the foregoing legend, the Rights associated with the Common Stock of the Company represented by such certificates
shall be evidenced by such certificates alone until the earlier of the Distribution Date or the Expiration Date, and the transfer
of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock of the Company represented
by such certificates. In the event that the Company purchases or acquires any shares of Common Stock of the Company after the Record
Date but prior to the Distribution Date, any Rights associated with such Common Stock of the Company shall be deemed canceled and
retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock of the Company
which are no longer outstanding. The failure to print the foregoing legend on any such certificate representing Common Stock of
the Company or any defect therein shall not affect in any manner whatsoever the application or interpretation of the provisions
of Section 7(e) hereof.


 


Section 4. Form
of Right Certificates.


 


(a) The
Right Certificates (and the forms of election to purchase shares and of assignment and certificate to be printed on the reverse
thereof) shall each be substantially in the form of Exhibit B hereto and may have such marks of identification or designation
and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with
the provisions of this Agreement, or as may be required to comply with any applicable law, rule or regulation or with any rule
or regulation of any stock exchange on which the Rights may from time to time be listed, or to conform to customary usage. The
Right Certificates shall be in a machine printable format and in a form reasonably satisfactory to the Rights Agent. Subject to
the provisions of Section 11 and Section 22 hereof, the Right Certificates, whenever distributed, shall be dated as of
the Record Date, shall show the date of countersignature, and on their face shall entitle the holders thereof to purchase such
number of one ten-thousandths of a share of Preferred Stock as shall be set forth therein at the price set forth therein (the “Exercise
Price”), but the number of such shares and the Exercise Price shall be subject to adjustment as provided herein.


 


(b) Any
Right Certificate issued pursuant to Section 3(a) or Section 22 hereof that represents Rights Beneficially Owned by (i) an
Acquiring Person or any Associate or Affiliate of an Acquiring Person, (ii) a transferee of an Acquiring Person (or of any
Associate or Affiliate of an Acquiring Person) who becomes a transferee after the Acquiring Person becomes such, or (iii) a
transferee of an Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee prior to or concurrently with
the Acquiring Person becoming such and receives such Rights pursuant to either (A) a transfer (whether or not for consideration)
from the Acquiring Person to holders of equity interests in such Acquiring Person or to any Person with whom the Acquiring Person
has any continuing agreement, arrangement or understanding (whether or not in writing) regarding the transferred Rights, the shares
of Common Stock of the Company associated with such Rights or the Company or (B) a transfer which the Board of Directors of
the Company has determined is part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance
of Section 7(e) hereof, and any Right Certificate issued pursuant to Section 6, Section 11 or Section 22 upon
transfer, exchange, replacement or adjustment of any other Right Certificate referred to in this sentence, shall have deleted therefrom
the second sentence of the existing legend on such Right Certificate and in substitution therefor shall contain the following legend:


 




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The Rights represented by this
Right Certificate are or were Beneficially Owned by a Person who was or became an Acquiring Person or an Affiliate or an Associate
of an Acquiring Person (as such terms are defined in the Rights Agreement). This Right Certificate and the Rights represented hereby
may become null and void under certain circumstances as specified in Section 7(e) of the Rights Agreement.


 


The Company shall
give notice to the Rights Agent promptly after it becomes aware of the existence and identity of any Acquiring Person or any Associate
or Affiliate thereof. The Company shall instruct the Rights Agent in writing of the Rights which should be so legended. The failure
to print the foregoing legend on any such Right Certificate or any defect therein shall not affect in any manner whatsoever the
application or interpretation of the provisions of Section 7(e) hereof.


 


Section 5. Countersignature
and Registration.


 


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


 


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


 




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


 


(a) Subject
to the provisions of Section 4(b), Section 7(e) and Section 14 hereof, at any time after the Close of Business on
the Distribution Date, and at or prior to the Close of Business on the Expiration Date, any Right Certificate or Certificates may
be transferred, split up, combined or exchanged for another Right Certificate or Certificates, entitling the registered holder
to purchase a like number of one ten-thousandths of a share of Preferred Stock (or following a Triggering Event, Common Stock of
the Company, cash, property, debt securities, Preferred Stock or any combination thereof, including any such securities, cash or
property following a Section 13 Event) as the Right Certificate or Certificates surrendered then entitled such holder to purchase
and at the same Exercise Price. Any registered holder desiring to transfer, split up, combine or exchange any Right Certificate
shall make such request in writing delivered to the Rights Agent, and shall surrender the Right Certificate or Certificates to
be transferred, split up, combined or exchanged, with the form of assignment and certificate duly executed, at the 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 Right Certificate until the registered holder shall have completed
and signed the certificate contained in the form of assignment on the reverse side of such Right Certificate and shall have provided
such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof
as the Company shall reasonably request. Thereupon the Rights Agent shall, subject to Section 4(b), Section 7(e) and
Section 14 hereof, countersign and deliver to the Person entitled thereto a Right Certificate or Certificates, as the case
may be, as so requested. The Company may require payment by the registered holder of a Right Certificate, of a sum sufficient to
cover any tax or governmental charge that may be imposed in connection with any transfer, split up, combination or exchange of
Right 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 Right Certificate, and, in case of loss, theft or destruction, of indemnity or security 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 Right Certificate, if mutilated, the Company will execute and deliver a new Right Certificate of like tenor to the Rights
Agent for countersignature and delivery to the registered owner in lieu of the Right Certificate so lost, stolen, destroyed or
mutilated.


 


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


 


(a) Subject
to Section 7(e) hereof, the registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as
otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate,
with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the
office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Exercise Price for the
total number of one ten-thousandths of a share of Preferred Stock (or other securities, cash or other assets, as the case may be)
as to which such surrendered Rights are then exercised, at or prior to the earlier of (i) the Close of Business on the tenth
anniversary of the Record Date (the “Final Expiration Date”), (ii) the time at which the Rights are redeemed
as provided in Section 23 hereof (the “Redemption Date”) or (iii) the time at which such Rights are
exchanged as provided in Section 24 hereof (the “Exchange Date”) (the earliest of (i), (ii) or (iii) being
herein referred to as the “Expiration Date”). Except as set forth in Section 7(e) hereof and notwithstanding
any other provision of this Agreement, any Person who prior to the Distribution Date becomes a record holder of shares of Common
Stock of the Company may exercise all of the rights of a registered holder of a Right Certificate with respect to the Rights associated
with such shares of Common Stock of the Company in accordance with the provisions of this Agreement, as of the date such Person
becomes a record holder of shares of Common Stock of the Company.


 


(b) The
Exercise Price for each one ten-thousandth of a share of Preferred Stock pursuant to the exercise of a Right shall initially be               
United States Dollars ($              ), shall be subject to adjustment from time to time as provided in Section 11 and Section 13
hereof and shall be payable in lawful money of the United States of America in accordance with Section 7(c) below.


 




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(c) As
promptly as practicable following the Distribution Date, the Company shall deposit with a corporation, trust, bank or similar institution
in good standing organized under the laws of the United States or any State of the United States, which is authorized under such
laws to exercise corporate trust or stock transfer powers and is subject to supervision or examination by a federal or state authority
(such institution is hereinafter referred to as the “Depositary Agent”), certificates representing the shares
of Preferred Stock that may be acquired upon exercise of the Rights and the Company shall cause such Depositary Agent to enter
into an agreement pursuant to which the Depositary Agent shall issue receipts representing interests in the shares of Preferred
Stock so deposited. Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase
and the certificate on the reverse side thereof duly executed, accompanied by payment of the Exercise Price for the shares to be
purchased and an amount equal to any applicable transfer tax (as determined by the Rights Agent) by certified check or bank draft
payable to the order of the Company or by money order, the Rights Agent shall, subject to Section 20(k) and Section 14(b)
hereof, thereupon promptly (i) requisition from the Depositary Agent (or make available, if the Rights Agent is the Depositary
Agent) depositary receipts or certificates for the number of one ten-thousandths of a share of Preferred Stock to be purchased
and the Company hereby irrevocably authorizes the Depositary Agent to comply with all such requests, (ii) when appropriate,
requisition from the Company the amount of cash, if any, to be paid in lieu of issuance of fractional shares in accordance with
Section 14 hereof, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered
to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated
by such holder and (iv) when appropriate, after receipt of each certificate or depositary receipts promptly deliver such cash
to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue other
securities (including Common Stock of the Company) of the Company, pay cash or distribute other property pursuant to Section 11(a)
hereof, the Company will make all arrangements necessary so that such other securities, cash or other property are available for
distribution by the Rights Agent, if and when appropriate. The payment of the Exercise Price may be made by certified or bank check
payable to the order of the Company, or by money order or wire transfer of immediately available funds to the account of the Company
(provided that notice of such wire transfer shall be given by the holder of the related Right to the Rights Agent).


 


(d) In
case the registered holder of any Right Certificate shall exercise less than all the Rights evidenced thereby, a new Right Certificate
evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent and delivered to the registered
holder of such Right Certificate or to his duly authorized assigns, subject to the provisions of Section 14 hereof.


 


(e) Notwithstanding
anything in this Agreement to the contrary, from and after the first occurrence of a Section 11(a)(ii) Event or Section 13
Event, any Rights Beneficially Owned by (i) an Acquiring Person or any Associate or Affiliate of an Acquiring Person, (ii) a
transferee of an Acquiring Person (or of any Associate or Affiliate of an Acquiring Person) who becomes a transferee after the
Acquiring Person becomes such or (iii) a transferee of an Acquiring Person (or of any Associate or Affiliate of an Acquiring
Person) who becomes a transferee prior to or concurrently with the Acquiring Person becoming such and receives such Rights pursuant
to either (A) a transfer (whether or not for consideration) from the Acquiring Person to holders of equity interests in such
Acquiring Person or to any Person with whom the Acquiring Person has any continuing agreement, arrangement or understanding regarding
the transferred Rights, the shares of Common Stock of the Company associated with such Rights or the Company, or (B) a transfer
which the Board of Directors of the Company has determined is part of a plan, arrangement or understanding which has as a primary
purpose or effect the avoidance of this Section 7(e), shall be null and void without any further action and no holder of such
Rights shall have any rights whatsoever with respect to such Rights, whether under any provision of this Agreement or otherwise.
The Company shall use all reasonable efforts to ensure that the provisions of this Section 7(e) and Section 4(b) hereof
are complied with, but shall have no liability to any holder of Right Certificates or other Person as a result of its failure to
make any determinations with respect to an Acquiring Person or any Affiliates or Associates of an Acquiring Person or any transferee
of any of them hereunder.


 




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


 


Section 8. Cancellation
and Destruction of Right Certificates. All Right Certificates surrendered for the purpose of exercise, transfer, split up,
combination or exchange shall, if surrendered to the Company or 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 Right Certificates shall be issued
in lieu thereof except as expressly permitted by any of the provisions of this Agreement. The Company shall deliver to the Rights
Agent for cancellation and retirement, and the Rights Agent shall so cancel and retire, any other Right Certificate purchased or
acquired by the Company otherwise than upon the exercise thereof. The Rights Agent shall deliver all canceled Right Certificates
to the Company.


 


Section 9. Reservation
and Availability of Preferred Stock.


 


(a) The
Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of
Preferred Stock or any authorized and issued shares of Preferred Stock held in its treasury, the number of shares of Preferred
Stock that will be sufficient to permit the exercise in full of all outstanding and exercisable Rights. Upon the occurrence of
any events resulting in an increase in the aggregate number of shares of Preferred Stock issuable upon exercise of all outstanding
Rights in excess of the number then reserved, the Company shall make appropriate increases in the number of shares so reserved.


 


(b) The
Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares of Preferred
Stock issued or reserved for issuance to be listed, upon official notice of issuance, upon the principal national securities exchange,
if any, upon which the Common Stock of the Company is listed or, if the principal market for the Common Stock of the Company is
not on any national securities exchange, to be eligible for quotation on the National Association of Securities Dealers Automated
Quotation System (“NASDAQ”) or any successor thereto or other comparable quotation system.


 


(c) The
Company shall use its best efforts to (i) file, as soon as practicable following the earliest date after the occurrence of
a Section 11(a)(ii) Event on which the consideration to be delivered by the Company upon exercise of the Rights has been determined
in accordance with Section 11(a)(iii) hereof, or as soon as required by law following the Distribution Date, as the case may
be, a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), with respect
to the securities purchasable upon exercise of the Rights on an appropriate form, (ii) cause such registration statement to
become effective as soon as practicable after such filing and (iii) cause such registration statement to remain effective
(with a prospectus that at all times meets 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 or (B) the Expiration Date. The Company will also take such
action as may be appropriate under, and which will 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 ninety (90) days after the date determined in accordance with the provisions of the first sentence of this Section 9(c),
the exercisability of the Rights in order to prepare and file such registration statement and permit it to become effective. Upon
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, in each case with prompt written
notice to the Rights Agent. Notwithstanding any such provision of this Agreement to the contrary, the Rights shall not be exercisable
in any jurisdiction unless the requisite qualification in such jurisdiction shall have been obtained.


 




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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 shares of Preferred Stock
delivered upon the exercise of the Rights shall, at the time of delivery of the certificates or depositary receipts for such shares
(subject to payment of the Exercise Price), be duly and validly authorized and issued and fully paid and nonassessable.


 


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


 


Section 10. Preferred
Stock Record Date. Each Person in whose name any certificate for Preferred Stock or other securities (including any fraction
of a share of Preferred Stock or such other securities) is issued upon the exercise of Rights shall for all purposes be deemed
to have become the holder of record of the shares of Preferred Stock or such other securities represented thereby on, and such
certificate shall be dated, the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of
the Exercise Price (and any applicable transfer taxes) was made; provided, however, that if the date of such surrender
and payment is a date upon which the transfer books of the Company for the Preferred Stock or such other securities, as applicable,
are closed, such person shall be deemed to have become the record holder of such shares of Preferred Stock or such other securities
on, and such certificate shall be dated, the next succeeding Business Day on which the transfer books of the Company are open;
and further provided, however, that if delivery of shares of Preferred Stock or such other securities is delayed
pursuant to Section 9(c), such Person shall be deemed to have become the record holder of such shares of Preferred Stock or
such other securities only when such shares or such other securities first become deliverable. Prior to the exercise of the Right
evidenced thereby, the holder of a Right Certificate shall not be entitled to any rights of a stockholder of the Company with respect
to shares for which the Rights shall be exercisable, including, 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.


 


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


 




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(a)
(i) In the event the Company shall at any time after             (A) declare
a dividend on the Preferred Stock payable in shares of Preferred Stock, (B) subdivide the outstanding Preferred Stock, (C) combine
the outstanding Preferred Stock into a smaller number of shares or (D) issue, change or alter any shares of its capital stock
in a reclassification or recapitalization of the Preferred Stock (including any such reclassification or recapitalization in connection
with a consolidation or merger in which the Company is the continuing or surviving Person), except as otherwise provided in this
Section 11(a) and Section 7(e) hereof, the Exercise Price in effect at the time of the record date for such dividend
or the effective time of such subdivision, combination, reclassification or recapitalization, and the number and kind of shares
of capital stock issuable on such date or at such time, shall be proportionately adjusted so that the holder of any Right exercised
after such time shall be entitled to receive the aggregate number and kind of shares of capital stock which, if such Right had
been exercised immediately prior to such date and at a time when the Preferred Stock transfer books of the Company were open, such
holder would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination, reclassification
or recapitalization; provided, however, that in no event shall the consideration to be paid upon the exercise of
a Right be less than the aggregate par value of the shares of capital stock of the Company issuable upon exercise of a Right. If
an event occurs which would require an adjustment under both 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 the provisions of Section 24 hereof, in the event any Person, alone or together with its Affiliates and Associates, shall
become an Acquiring Person, then, promptly following any such occurrence (a “Section 11(a)(ii) Event”), proper
provision shall be made so that each holder of a Right, except as provided in Section 7(e) hereof, shall thereafter have a
right to receive, upon exercise thereof at the then current Exercise Price in accordance with the terms of this Agreement, in lieu
of a number of one ten-thousandths of a share of Preferred Stock, such number of shares of Common Stock of the Company as shall
equal the result obtained by (x) multiplying the then current Exercise Price by the then number of one ten-thousandths of
a share of Preferred Stock for which a Right was exercisable immediately prior to the first occurrence of a Section 11(a)(ii)
Event, whether or not such Right was then exercisable, and dividing that product by (y) 50% of the Fair Market Value per share
of Common Stock of the Company (determined pursuant to Section 11(d)) on the date of the occurrence of a Section 11(a)(ii)
Event (such number of shares being referred to as the “Adjustment Shares”).


 




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(iii)
In lieu of issuing any shares of Common Stock of the Company in accordance with Section 11(a)(ii) hereof, the Company, acting
by or pursuant to a resolution of the Board of Directors of the Company, may, and in the event that the number of shares of Common
Stock of the Company which are authorized by the Company’s Certificate of Incorporation but not outstanding or reserved for
issuance for purposes other than upon exercise of the Rights is not sufficient to permit the exercise in full of the Rights in
accordance with the foregoing subparagraph (ii) of this Section 11(a), the Company, acting by or pursuant to a resolution
of the Board of Directors of the Company, shall: (A) determine the excess of (X) the Fair Market Value of the Adjustment
Shares issuable upon the exercise of a Right (the “Current Value”) over (Y) the Exercise Price attributable
to each Right (such excess being referred to as the “Spread”) and (B) with respect to all or a portion
of each Right (subject to Section 7(e) hereof), make adequate provision to substitute for the Adjustment Shares, upon payment
of the applicable Exercise Price, (1) Common Stock of the Company or equity securities, if any, of the Company other than
Common Stock of the Company (including without limitation shares, or units of shares, of Preferred Stock that the Board of Directors
of the Company has determined to have the same value as shares of Common Stock of the Company (such shares of Preferred Stock being
referred to herein as “Common Stock Equivalents”)), (2) cash, (3) a reduction in the Exercise Price,
(4) Preferred Stock Equivalents which the Board of Directors of the Company has deemed to have the same value as shares of
Common Stock of the Company, (5) debt securities of the Company, (6) other assets or securities of the Company or (7) 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 of the Company after receiving the advice of a nationally recognized investment banking firm selected
by the Board of Directors of the Company; provided, however, that if the Company shall not have made adequate provision
to deliver value pursuant to clause (B) above within thirty (30) days following the later of (x) the first occurrence
of a Section 11(a)(ii) Event and (y) the date on which the Company’s right of redemption pursuant to Section 23(a)
expires (the later of (x) and (y) being referred to herein as the “Section 11(a)(ii) Trigger Date”),
then the Company shall be obligated to deliver, upon the surrender for exercise of a Right and without requiring payment of the
Exercise Price, shares of Common Stock of the Company (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 of the Company shall determine in good faith that it
is likely that sufficient additional shares of Common Stock of the Company could be authorized for issuance upon exercise in full
of the Rights, the 30-day period set forth above may be extended to the extent necessary, but not more than ninety (90) days
after the Section 11(a)(ii) Trigger Date, in order that the Company may seek shareholder approval for the authorization of
such additional shares (such period, as it may be extended, being referred to herein as the “Substitution Period”).
To the extent that the Company 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 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 and 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
of the Company and of the Preferred Stock shall be the Fair Market Value (as determined pursuant to Section 11(d) hereof)
per share of the Common Stock of the Company and the Preferred Stock, respectively, on the Section 11(a)(ii) Trigger Date,
the value of any Common Stock Equivalent shall be deemed to have the same value as the Common Stock of the Company on such date
and the value of any Preferred Stock Equivalent shall be deemed to have the same value as the Preferred Stock on such date.


 


(b) If
the Company shall fix a record date for the issuance of rights, options or warrants to all holders of Preferred Stock entitling
them (for a period expiring within forty-five (45) calendar days after such record date) to subscribe for or purchase Preferred
Stock (or securities having the same or more favorable rights, privileges and preferences as the shares of Preferred Stock (“Preferred
Stock Equivalents”)) or securities convertible into Preferred Stock or Preferred Stock Equivalents at a price per share
of Preferred Stock or per share of Preferred Stock Equivalents (or having a conversion price per share, if a security convertible
into Preferred Stock or Preferred Stock Equivalents) less than the Fair Market Value (as determined pursuant to Section 11(d)
hereof) per share of Preferred Stock on such record date, the Exercise Price to be in effect after such record date shall be determined
by multiplying the Exercise Price in effect immediately prior to such record date by a fraction, the numerator of which shall be
the number of shares of Preferred Stock outstanding on such record date, plus the number of shares of Preferred Stock which the
aggregate offering price of the total number of shares of Preferred Stock and/or Preferred Stock Equivalents to be offered (and
the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such Fair Market Value
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 Preferred Stock Equivalents to be offered for subscription or purchase (or into which
the convertible securities so to be offered are initially convertible); provided, however, that in no event shall
the consideration to be paid upon the exercise of a Right be less than the aggregate par value of the shares of stock of the Company
issuable upon exercise of a Right. In case such subscription price may be paid in a consideration part or all of which shall be
in a form other than cash, the value of such consideration shall be the Fair Market Value thereof determined in accordance with
Section 11(d) hereof. 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 adjustments 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 Exercise Price shall be adjusted to be the Exercise Price which
would then be in effect if such record date had not been fixed.


 




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(c) If
the Company shall fix a record date for the making of 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 periodic 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 convertible
securities, subscription rights or warrants (excluding those referred to in Section 11(b)), the Exercise Price to be in effect
after such record date shall be determined by multiplying the Exercise Price in effect immediately prior to such record date by
a fraction, the numerator of which shall be the Fair Market Value (as determined pursuant to Section 11(d) hereof) per one
ten-thousandth of a share of Preferred Stock on such record date, less the Fair Market Value (as determined pursuant to Section 11(d)
hereof) of the portion of the cash, assets or evidences of indebtedness so to be distributed or of such convertible securities,
subscription rights or warrants applicable to one ten-thousandth of a share of Preferred Stock and the denominator of which shall
be the Fair Market Value (as determined pursuant to Section 11(d) hereof) per one ten-thousandth of a share of Preferred Stock;
provided, however, that in no event shall the consideration to be paid upon the exercise of a Right be less than
the aggregate par value of the shares of stock of the Company issuable upon exercise of a Right. Such adjustments shall be made
successively whenever such a record date is fixed; and in the event that such distribution is not so made, the Exercise Price shall
again be adjusted to be the Exercise Price which would be in effect if such record date had not been fixed.


 


(d) For
the purpose of this Agreement, the “Fair Market Value” of any share of Preferred Stock, Common Stock or any
other stock or any Right or other security or any other property shall be determined as provided in this Section 11(d).


 


(i) In
the case of a publicly-traded stock or other security, the Fair Market Value on any date shall be deemed to be the average of the
daily closing prices per share of such stock or per unit of such other security for the 30 consecutive Trading Days (as such term
is hereinafter defined) immediately prior to such date; provided, however, that in the event that the Fair Market
Value per share of any share of stock is determined during a period following the announcement by the issuer of such stock of (x) a
dividend or distribution on such stock payable in shares of such stock or securities convertible into shares of such stock or (y) any
subdivision, combination or reclassification of such stock, and prior to the expiration of the 30 Trading Day period after the
ex-dividend date for such dividend or distribution, or the record date for such subdivision, combination or reclassification, then,
and in each such case, the Fair Market Value shall be properly adjusted to take into account ex-dividend trading. The closing price
for each day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing
bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect
to securities listed or admitted to trading on The NASDAQ Stock Market or the New York Stock Exchange or, if the securities are
not listed or admitted to trading on The NASDAQ Stock Market or the New York Stock Exchange, as reported in the principal consolidated
transaction reporting system with respect to securities listed on the principal national securities exchange on which such security
is listed or admitted to trading; or, if not listed or admitted to trading on any national securities exchange, the last quoted
price (or, if not so quoted, the average of the last quoted high bid and low asked prices) in the over-the-counter market, as reported
by the system then in use; or, if on any such date no bids for such security are quoted by any such organization, the average of
the closing bid and asked prices as furnished by a professional market maker making a market in such security selected by the Board
of Directors of the Company. If on any such date no market maker is making a market in such security, the Fair Market Value of
such security on such date shall be determined reasonably and with utmost good faith to the holders of the Rights by the Board
of Directors of the Company, provided, however, that if at the time of such determination there is an Acquiring Person,
the Fair Market Value of such security on such date shall be determined by a nationally recognized investment banking firm selected
by the Board of Directors of the Company, which 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. The term “Trading Day” 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, a Business Day.


 




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(ii) If
a security is not publicly held or not so listed or traded, “Fair Market Value” shall mean the fair value per share
of stock or per other unit of such security, determined reasonably and in good faith to the holders of the Rights by the Board
of Directors of the Company; provided, however, that if at the time of such determination there is an Acquiring Person,
the Fair Market Value of such security on such date shall be determined by a nationally recognized investment banking firm selected
by the Board of Directors of the Company, which 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; provided, however, that for the purposes of making
any adjustment provided for by Section 11(a)(ii) hereof, the Fair Market Value of a share of Preferred Stock shall not be
less than the product of the then Fair Market Value of a share of Common Stock multiplied by the higher of the then Dividend Multiple
or Vote Multiple (as both of such terms are defined in the Certificate of Designations attached as Exhibit A hereto) applicable
to the Preferred Stock and shall not exceed 105% of the product of the then Fair Market Value of a share of Common Stock multiplied
by the higher of the then Dividend Multiple or Vote Multiple applicable to the Preferred Stock.


 


(iii)
In the case of property other than securities, the Fair Market Value thereof shall be determined reasonably and in good faith to
the holders of Rights by the Board of Directors of the Company; provided, however, that if at the time of such determination
there is an Acquiring Person, the Fair Market Value of such property on such date shall be determined by a nationally recognized
investment banking firm selected by the Board of Directors of the Company, which determination shall be described in a statement
filed with the Rights Agent and shall be binding upon the Rights Agent and the holders of the Rights.


 


(e) Anything
herein to the contrary notwithstanding, no adjustment in the Exercise Price shall be required unless such adjustment would require
an increase or decrease of at least 1% in the Exercise Price; provided, however, that any adjustments which by reason
of this Section 11(e) are not required to be made shall be carried forward and taken into account in any subsequent adjustment.
All calculations under this Section 11 shall be made to the nearest cent or to the nearest one-millionth of a share of Common
Stock of the Company or hundred-millionth of a share of Preferred Stock, as the case may be, or to such other figure as the Board
of Directors of the Company may deem appropriate. 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 (3) 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 any provision of Section 11(a) or Section 13(a) hereof, the holder of any Right thereafter exercised shall
become entitled to receive any shares of capital stock of the Company other than Preferred Stock, thereafter the number of such
other shares so receivable upon exercise of any Right 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 Section 11(a), (b),
(c), (d), (e), (g) through (k) and (m), inclusive, 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 Exercise Price hereunder shall evidence the right
to purchase, at the adjusted Exercise Price, the number of one ten-thousandths of a share of Preferred Stock (or other securities
or amount of cash or combination thereof) purchasable from time to time hereunder upon exercise of the Rights, all subject to further
adjustment as provided herein.


 


(h) Unless
the Company shall have exercised its election as provided in Section 11(i), upon each adjustment of the Exercise Price as
a result of the calculations made in Section 11(b) and (c), each Right outstanding immediately prior to the making of such
adjustment shall thereafter evidence the right to purchase, at the adjusted Exercise Price, that number of one ten-thousandths
of a share of Preferred Stock (calculated to the nearest hundred millionth) as the Board of Directors of the Company determines
is appropriate to preserve the economic value of the Rights, including, by way of example, that number obtained by (i) multiplying
(x) the number of one ten-thousandths of a share of Preferred Stock for which a Right may be exercisable immediately prior
to this adjustment by (y) the Exercise Price in effect immediately prior to such adjustment of the Exercise Price and (ii) dividing
the product so obtained by the Exercise Price in effect immediately after such adjustment of the Exercise Price.


 


(i) The
Company may elect on or after the date of any adjustment of the Exercise Price to adjust the number of Rights, in substitution
for any adjustment in the number of 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 one ten-thousandths of a share of Preferred
Stock for which a Right was exercisable immediately prior to such adjustment. Each Right held of record prior to such adjustment
of the number of Rights shall become that number of Rights (calculated to the nearest one-millionth) obtained by dividing the Exercise
Price in effect immediately prior to adjustment of the Exercise Price by the Exercise Price in effect immediately after adjustment
of the Exercise Price. The Company 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 Exercise Price is adjusted or any day thereafter, but, if the Right Certificates have been issued, shall
be at least ten (10) days later than the date of the public announcement. If Right 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 Right Certificates on such record date Right 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 Right Certificates held
by such holders prior to the date of adjustment, and upon surrender thereof, if required by the Company, new Right Certificates
evidencing all the Rights to which such holders shall be entitled after such adjustment. Right Certificates 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 Exercise Price) and shall be registered in the names of the holders of record of Right Certificates on the record date
specified in the public announcement.


 


(j) Irrespective
of any adjustment or change in the Exercise Price or the number of one ten-thousandths of a share of Preferred Stock issuable upon
the exercise of the Rights, the Right Certificates theretofore and thereafter issued may continue to express the Exercise Price
per share and the number of shares which were expressed in the initial Right Certificates issued hereunder without prejudice to
any adjustment or change.


 




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


 


(l) In
any case in which this Section 11 shall require that an adjustment in the Exercise Price be made effective as of a record
date for a specified event, the Company may elect to defer until the occurrence of such event the issuing to the holder of any
Right exercised after such record date the number of one ten-thousandths of a share of Preferred Stock or other capital stock or
securities of the Company, if any, issuable upon such exercise over and above the number of one ten-thousandths of a share of Preferred
Stock and other capital stock or securities of the Company, if any, issuable upon such exercise on the basis of the Exercise 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 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 Exercise
Price, in addition to those adjustments expressly required by this Section 11, as and to the extent that in its good faith
judgment the Board of Directors of the Company shall determine to be advisable in order that any consolidation or subdivision of
the Preferred Stock, issuance wholly for cash of any shares of Preferred Stock at less than the Fair Market Value, issuance wholly
for cash of shares of Preferred Stock or securities which by their terms are convertible into or exchangeable for shares of Preferred
Stock, stock dividends or issuance of rights, options or warrants referred to hereinabove in this Section 11, hereafter made
by the Company to holders of its Preferred Stock, shall not be taxable to such shareholders.


 


(n) The
Company covenants and agrees that it shall not, at any time after the Distribution Date and so long as the Rights have not been
redeemed pursuant to Section 23 hereof or exchanged pursuant to Section 24 hereof, (i) consolidate with (other than
a Subsidiary of the Company in a transaction that complies with the proviso at the end of this sentence), (ii) merge with
or into, or (iii) sell or transfer (or permit any Subsidiary to sell or transfer), in one transaction or a series of related
transactions, assets or earning power aggregating 50% or more of the assets or earning power of the Company and its Subsidiaries
taken as a whole, to any other Person or Persons (other than the Company and/or any of its Subsidiaries in one or more transactions
each of which complies with the proviso at the end of this sentence) if (x) at the time of or immediately after such consolidation,
merger or sale there are any rights, warrants or other instruments outstanding or agreements or arrangements in effect which would
substantially diminish or otherwise eliminate the benefits intended to be afforded by the Rights, or (y) prior to, simultaneously
with or immediately after such consolidation, merger or sale the shareholders of a Person who constitutes, or would constitute,
the “Principal Party” for the purposes of Section 13(a) hereof shall have received a distribution of Rights previously
owned by such Person or any of its Affiliates and Associates; provided, however, that, subject to the following sentence,
this Section 11(n) shall not affect the ability of any Subsidiary of the Company to consolidate with, or merge with or into,
or sell or transfer assets or earning power to, any other Subsidiary of the Company. The Company further covenants and agrees that
after the Distribution Date it will not, except as permitted by Section 23 or Section 27 hereof, take (or permit any
Subsidiary to take) any action if at the time such action is taken it is reasonably foreseeable that such action will substantially
diminish or otherwise eliminate the benefits intended to be afforded by the Rights.


 




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(o) Notwithstanding
anything in this Agreement to the contrary, in the event the Company shall at any time after the date of this Agreement and prior
to the Distribution Date (i) declare or pay any dividend on the outstanding Common Stock of the Company payable in shares
of Common Stock of the Company or (ii) effect a subdivision, combination or consolidation of the outstanding shares of Common
Stock of the Company (by reclassification or otherwise than by payment of dividends in shares of Common Stock of the Company) into
a greater or lesser number of shares of Common Stock of the Company, then in any such case (A) the number of one ten-thousandths
of a share of Preferred Stock purchasable after such event upon proper exercise of each Right shall be determined by multiplying
the number of one ten-thousandths of a share of Preferred Stock so purchasable immediately prior to such event by a fraction, the
numerator of which is the number of shares of Common Stock of the Company outstanding immediately prior to such event and the denominator
of which is the number of shares of Common Stock of the Company outstanding immediately after such event, and (B) each share
of Common Stock of the Company outstanding immediately after such event shall have issued with respect to it that number of Rights
which each share of Common Stock of the Company outstanding immediately prior to such event had issued with respect to it. The
adjustments provided for in this Section 11(o) shall be made successively whenever such a dividend is declared or paid or
such a subdivision, combination or consolidation is effected.


 


(p) The
exercise of Rights under Section 11(a)(ii) shall only result in the loss of Rights under Section 11(a)(ii) to the extent
so exercised and neither such exercise nor any exchange of Rights pursuant to Section 24 shall otherwise affect the rights
of holders of Right Certificates under this Agreement, including rights to purchase securities of the Principal Party following
a Section 13 Event which has occurred or may thereafter occur, as set forth in Section 13 hereof. Upon exercise of a
Right Certificate under Section 11(a)(ii), the Rights Agent shall return such Right Certificate duly marked to indicate that
such exercise has occurred.


 


Section 12. Certificate
of Adjusted Exercise 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 of the Company a copy of such certificate and (c) mail a brief summary thereof to each holder of a Right
Certificate (or, if prior to the Distribution Date, to each holder of a certificate representing shares of Common Stock of the
Company) in accordance with Section 26 hereof. The Rights Agent shall be fully protected in relying on any such certificate
and on any adjustment contained therein and shall not be deemed to have knowledge of any such adjustment unless and until it shall
have received such certificate.


 




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


 


(a) In
the event that, following the Stock Acquisition Date, directly or indirectly, (x) the Company shall consolidate with, or merge
with and into, any other Person (other than a Subsidiary of the Company in a transaction which is not prohibited by Section 11(n)
hereof), and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (y) any Person
(other than a Subsidiary of the Company in a transaction which is not prohibited by the proviso at the end of the first sentence
of Section 11(n) hereof) shall consolidate with the Company, or merge with and into the Company and the Company shall be the
continuing or surviving corporation of such merger and, in connection with such merger, all or part of the shares of Common Stock
of the Company shall be changed into or exchanged for stock or other securities of any other Person or cash or any other property,
or (z) the Company shall sell, mortgage or otherwise transfer (or one or more of its Subsidiaries shall sell, mortgage or
otherwise transfer), in one transaction or a series of related transactions, assets or earning power aggregating 50% or more of
the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the
Company or any Subsidiary of the Company in one or more transactions, each of which is not prohibited by the proviso at the end
of the first sentence of Section 11(n) hereof), then, and in each such case, proper provision shall be made so that: (i) each
holder of a Right, except as provided in Section 7(e) hereof, shall have the right to receive, upon the exercise thereof at
the then current Exercise Price in accordance with the terms of this Agreement, such number of validly authorized and issued, fully
paid and nonassessable shares of freely tradable Common Stock of the Principal Party (as hereinafter defined in Section 13(b)),
free and clear of rights of call or first refusal, liens, encumbrances, transfer restrictions or other adverse claims, as shall
be equal to the result obtained by (1) multiplying the then current Exercise Price by the number of one ten-thousandths of
a share of Preferred Stock for which a Right is exercisable immediately prior to the first occurrence of a Section 13 Event
(without taking into account any adjustment previously made pursuant to Section 11(a)(ii) or 11(a)(iii) hereof), and dividing
that product by (2) 50% of the Fair Market Value (determined pursuant to Section 11(d) hereof) per share of the Common
Stock of such Principal Party on the date of consummation of such consolidation, merger, sale or transfer; (ii) such Principal
Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale, mortgage or transfer, all
the obligations and duties of the Company pursuant to this Agreement; (iii) the term “Company” shall thereafter
be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall
apply to such Principal Party; and (iv) such Principal Party shall take such steps (including, but not limited to, the reservation
of a sufficient number of shares of its Common Stock to permit exercise of all outstanding Rights in accordance with this Section 13(a)
and the making of payments in cash and/or other securities in accordance with Section 11(a)(iii) hereof) in connection with
such consummation 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.


 


(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), 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, if there is more than one such issuer, the issuer of Common Stock that has the highest aggregate Fair Market Value (determined
pursuant to Section 11(d)), and if no securities are so issued, the Person that is the other party to the merger or consolidation,
or, if there is more than one such Person, the Person the Common Stock of which has the highest aggregate Fair Market Value (determined
pursuant to Section 11(d)); 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 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 or earning power transferred
pursuant to such transaction or transactions or if the Person receiving the largest portion of the assets or earning power cannot
be determined, whichever Person the Common Stock of which has the highest aggregate Fair Market Value (determined pursuant to Section 11(d));


 




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provided, however, that in
any such case described in clauses (i) or (ii) of Section 13(b) hereof, (1) if the Common Stock of such Person
is not at such time and has not been continuously over the preceding 12-month period registered under Section 12 of the Exchange
Act (“Registered Common Stock”) or such Person is not a corporation, and such Person is a direct or indirect
Subsidiary or Affiliate of another Person who has Registered Common Stock outstanding, “Principal Party” shall refer
to such other Person; (2) if the Common Stock of such Person is not Registered Common Stock or such Person is not a corporation,
and such Person is a direct or indirect Subsidiary of another Person but is not a direct or indirect Subsidiary of another Person
which has Registered Common Stock outstanding, “Principal Party” shall refer to the ultimate parent entity of such
first-mentioned Person; (3) if the Common Stock of such Person is not Registered Common Stock or such Person is not a corporation,
and such Person is directly or indirectly controlled by more than one Person, and one or more of such other Persons has Registered
Common Stock outstanding, “Principal Party” shall refer to whichever of such other Persons is the issuer of the Registered
Common Stock having the highest aggregate Fair Market Value (determined pursuant to Section 11(d)); and (4) if the Common
Stock of such Person is not Registered Common Stock or such Person is not a corporation, and such Person is directly or indirectly
controlled by more than one Person, and none of such other Persons has Registered Common Stock outstanding, “Principal Party”
shall refer to whichever ultimate parent entity is the corporation having the greatest shareholders’ equity or, if no such
ultimate parent entity is a corporation, “Principal Party” shall refer to whichever ultimate parent entity is the entity
having the greatest net assets.


 


(c) The
Company shall not consummate any such consolidation, merger, sale or transfer unless prior thereto (x) the Principal Party
shall have a sufficient number of authorized shares of its Common Stock, which have not been issued or reserved for issuance, to
permit the exercise in full of the Rights in accordance with this Section 13, and (y) the Company and each Principal
Party and each other Person who may become a Principal Party as a result of such consolidation, merger, sale or transfer shall
have executed and delivered to the Rights Agent a supplemental agreement providing for the terms set forth in Section 13(a)
and (b) and further providing that, as soon as practicable after the date of any consolidation, merger, sale or transfer of
assets mentioned in Section 13(a), 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, cause such registration statement to become effective as soon as practicable after such filing
and cause such registration statement to remain effective (with a prospectus that at all times meets the requirements of the Securities
Act) until the Expiration Date;


 


(ii) obtain
any and all regulatory approvals, and 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)
list (or continue the listing of) the Rights and the securities purchasable upon exercise of the Rights on a national securities
exchange; and


 


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


 


(d) In
case the Principal Party which is to be a party to a transaction referred to in this Section 13 has a provision in any of
its authorized securities or in its certificate of incorporation or By-laws or other instrument governing its affairs, which provision
would have the effect of (i) causing such Principal Party to issue (other than to holders of Rights pursuant to this Section 13),
in connection with, or as a consequence of, the consummation of a transaction referred to in this Section 13, shares of Common
Stock of such Principal Party at less than the then current Fair Market Value (determined pursuant to Section 11(d)) or securities
exercisable for, or convertible into, Common Stock of such Principal Party at less than such Fair Market Value, or (ii) providing
for any special payment, tax or similar provisions in connection with the issuance of the Common Stock of such Principal Party
pursuant to the provisions of this Section 13, then, in such event, the Company shall not consummate any such transaction
unless prior thereto the Company and such Principal Party shall have executed and delivered to the Rights Agent a supplemental
agreement providing that the provision in question of such Principal Party shall have been canceled, waived or amended, or that
the authorized securities shall be redeemed, so that the applicable provision will have no effect in connection with, or as a consequence
of, the consummation of the proposed transaction.


 




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The provisions of
this Section 13 shall similarly apply to successive mergers or consolidations or sales or other transfers.


 


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(o)
hereof, or to distribute Right Certificates which evidence fractional Rights. If the Company elects not to issue such fractional
Rights, the Company shall pay, in lieu of such fractional Rights, to the registered holders of the Right Certificates with regard
to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the Fair Market Value
of a whole Right, as determined pursuant to Section 11(d) hereof.


 


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


 


(c) The
holder of a Right by the acceptance of the Rights 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 Sections 18 and 20 hereof, are vested in the respective registered holders of the Right Certificates (or, prior to the Distribution
Date, the registered holders of the Common Stock of the Company); and any registered holder of any Right Certificate (or, prior
to the Distribution Date, of the Common Stock of the Company), without the consent of the Rights Agent or of the holder of any
other Right Certificate (or, prior to the Distribution Date, of the Common Stock of the Company), may, in such registered holder’s
own behalf and for such registered holder’s own benefit, enforce, and may institute and maintain any suit, action or proceeding
against the Company to enforce, or otherwise act in respect of, his right to exercise the Right evidenced by such Right Certificate
in the manner provided in such Right Certificate and in this Agreement. Without limiting the foregoing or any remedies available
to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for
any breach of this Agreement 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. 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 Right Holders. Every holder of a Right, by accepting the same, consents and agrees with the Company and the Rights Agent
and with every other holder of a Right that:


 


(a) prior
to the Distribution Date, each Right will be transferable only simultaneously and together with the transfer of shares of Common
Stock of the Company;


 




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(b) after
the Distribution Date, the Right Certificates are transferable only on the registry books of the Rights Agent if surrendered at
the office or offices of the Rights Agent designated for such purpose, duly endorsed or accompanied by a proper instrument of transfer;


 


(c) subject
to Sections 6(a) and 7(f), the Company and the Rights Agent may deem and treat the person in whose name a Right Certificate (or,
prior to the Distribution Date, the associated certificate representing Common Stock of the Company) is registered as the absolute
owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificates
or the associated certificate representing Common Stock of the Company made by anyone other than the Company or the Rights Agent)
for all purposes whatsoever, and, subject to the last sentence of Section 7(e), 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 the result of the inability of the Company or the Rights Agent to perform any of its or their obligations
under this Agreement by reason of any preliminary or permanent injunction or other order, decree, judgment or ruling (whether interlocutory
or final) issued by a court of competent jurisdiction or by a governmental, regulatory, self-regulatory or administrative agency
or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting
or otherwise restraining performance of such obligations; provided, however, that the Company must use its best efforts
to have any such order, decree or ruling lifted or otherwise overturned as soon as practicable.


 


Section 17. Right
Certificate Holder Not Deemed a Shareholder. No holder, as such, of any Right Certificate shall be entitled to vote, receive
dividends or be deemed for any purpose the holder of the shares of Preferred Stock or any other securities of the Company which
may at any time be issuable on the exercise of the Rights represented thereby, nor shall anything contained herein or in any Right
Certificate be construed to confer upon the holder of any Right 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 Right 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 such compensation as shall be agreed to in writing between the Company and the Rights
Agent for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses
and attorney fees and disbursements and other disbursements incurred in the administration and execution of this Agreement and
the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it
harmless against, any loss, liability, or expense, incurred without gross negligence, 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 arising therefrom, directly or indirectly.
The provisions of this Section 18(a) shall survive the expiration of the Rights and the termination of this Agreement.


 


(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 Right Certificate or certificate representing Common
Stock of the Company, Preferred Stock, or 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 in
good faith and without negligence to be genuine and to be signed and executed by the proper Person or Persons.


 




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(c) The
Rights Agent shall not be liable for consequential damages under any provision of this Agreement or for any consequential damages
arising out of any act or failure to act hereunder.


 


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


 


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


 


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


 


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


 


(b) Whenever
in the performance of its duties under this Agreement the Rights Agent shall deem it necessary or desirable that any fact or matter
(including, without limitation, the identity of any Acquiring Person and the determination of Fair Market Value) 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
shall be herein specifically prescribed) may be deemed to be conclusively proved and established by a certificate signed by a person
believed by the Rights Agent to be the Chairman of the Board of Directors, a Vice Chairman of the Board of Directors, the President,
a Vice President, the Treasurer, any Assistant Treasurer, the Secretary or an Assistant Secretary of the Company and delivered
to the Rights Agent. Any such certificate shall be full authorization to the Rights Agent for any action taken or suffered in good
faith by it under the provisions of this Agreement in reliance upon such certificate.


 




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(c) The
Rights Agent shall be liable hereunder only for its own gross negligence, bad faith or willful misconduct.


 


(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 Right Certificates (except its countersignature thereof) or be required to verify the same, 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 Right 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 Right Certificate; nor shall it be responsible for any change in the exercisability of the Rights (including
the Rights becoming void pursuant to Section 7(e) hereof) or any adjustment required under the provisions of Sections 11,
13 or 23(c) 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 Right Certificates
after receipt of a certificate describing any such adjustment furnished in accordance with Section 12 hereof), nor shall it
be responsible for any determination by the Board of Directors of the Company of the Fair Market Value of the Rights or Preferred
Stock pursuant to the provisions of Section 14 hereof; nor shall it by any act hereunder be deemed to make any representation
or warranty as to the authorization or reservation of any shares of Common Stock of the Company or Preferred Stock to be issued
pursuant to this Agreement or any Right Certificate or as to whether or not any shares of Common Stock of the Company or Preferred
Stock will, when so issued, be validly authorized and issued, fully paid and nonassessable.


 


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


 


(g) The
Rights Agent is hereby authorized and directed to accept instructions with respect to the performance of its duties hereunder and
certificates delivered pursuant to any provision hereof from any person believed by the Rights Agent to be the Chairman of the
Board of Directors, any Vice Chairman of the Board of Directors, the President, a Vice President, the Secretary, an Assistant Secretary,
the Treasurer or an Assistant Treasurer of the Company, and is authorized to apply to such officers for advice or instructions
in connection with its duties, and it shall not be liable for any action taken or suffered to be taken by it in good faith in accordance
with instructions of any such officer. Any application by the Rights Agent for written instructions from the Company may, at the
option of the Rights Agent, set forth in writing any action proposed to be taken or omitted by the Rights Agent under this Agreement
and the date on or after which such action shall be taken or such omission shall be effective. The Rights Agent shall not be liable
for any action taken by, or omission of, the Rights Agent in accordance with a proposal included in such application on or after
the date specified in such application (which date shall not be less than five Business Days after the date any officer of the
Company actually receives such application, unless any such officer shall have consented in writing to an earlier date) unless,
prior to taking any such action (or the effective date in the case of an omission), the Rights Agent shall have received written
instructions in response to such application specifying the action to be taken or omitted.


 


(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 the 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.


 




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(i) The
Rights Agent may execute and exercise any of the rights or powers hereby vested in it or perform any duty hereunder either itself
or by or through its attorneys or agents.


 


(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 Right 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) or clause (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.


 


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 thirty (30) days’ notice in writing mailed to the Company by first class mail, provided, however,
that in the event the transfer agency relationship in effect between the Company and the Rights Agent with respect to the Common
Stock of the Company terminates, the Rights Agent will be deemed to have resigned automatically on the effective date of such termination.
The Company may remove the Rights Agent or any successor Rights Agent (with or without cause), effective immediately or on a specified
date, by written notice given to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of
the Common Stock of the Company and Preferred Stock, and by giving notice to the holders of the Right Certificates by any means
reasonably determined by the Company to inform such holders of such removal (including without limitation, by including such information
in one or more of the Company’s reports to shareholders or reports or filings with the Securities and Exchange Commission).
If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor
to the Rights Agent. If the Company shall fail to make such appointment within a period of thirty (30) days after giving notice
of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights
Agent or by the holder of a Right Certificate (who shall, with such notice, submit his Right Certificate for inspection by the
Company), then the incumbent Rights Agent or the registered holder of any Right Certificate may apply to any court of competent
jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such
a court, shall be a corporation organized and doing business under the laws of the United States, the State of Delaware or the
State of New York or of any other state of the United States, in good standing, which is authorized under such laws to exercise
stock transfer or corporate trust or shareholder services powers and is subject to supervision or examination by federal or state
authorities and is registered as a Transfer Agent in accordance with the applicable provisions of the Securities Exchange Act of
1934, as amended, and is qualified to act as a Transfer Agent under the rules of the New York Stock Exchange. 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 of the Company and the Preferred Stock, and
give notice to the holders of the Right Certificates by any means reasonably determined by the Company to inform such holders of
such appointment (including without limitation, by including such information in one or more of the Company’s reports to
shareholders or reports or filings with the Securities and Exchange Commission). Failure to give any notice provided for in this
Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the
Rights Agent or the appointment of the successor Rights Agent, as the case may be.


 




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


 


Section 23. Redemption.


 


(a) The
Board of Directors of the Company may, at its option and in its sole discretion, redeem all but not less than all of the then outstanding
Rights at a redemption price of $0.01 per Right, appropriately adjusted to reflect any stock dividend declared or paid, any subdivision
or combination of the outstanding shares of Common Stock of the Company or any similar event occurring after the date of this Agreement
(such redemption price, as adjusted from time to time, being hereinafter referred to as the “Redemption Price”).
The Rights may be redeemed only until the earlier to occur of (i) the time at which any Person becomes an Acquiring Person
or (ii) the Final Expiration Date. The redemption of these Rights by the Board of Directors of the Company in accordance with
this Section 23 may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company
may establish, in its sole discretion.


 


(b) Immediately
upon the action of the Board of Directors of the Company ordering the redemption of the Rights in accordance with Section 23
hereof (or such later time as the Board of Directors of the Company may establish for the effectiveness of such redemption), and
without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter
of the holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly after the action of the Board
of Directors of the Company ordering the redemption of the Rights in accordance with Section 23 hereof, the Company shall
give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to the
Rights Agent and to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior
to the Distribution Date, on the registry books of the Transfer Agent for the Common Stock of the Company; provided, however,
that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Any notice which
is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. The Company promptly
shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry
books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder
receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be
made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time
in any manner other than that specifically set forth in this Section 23 or Section 24 hereof or in connection with the
purchase of shares of Common Stock of the Company prior to the Distribution Date.


 




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(c) The
Company may, at its option, pay the Redemption Price in cash, shares of Common Stock of the Company (based on the Fair Market Value
of the Common Stock of the Company as of the time of redemption) or any other form of consideration deemed appropriate by the Board
of Directors of the Company.


 


Section 24. Exchange.


 


(a) (i)
The Board of Directors of the Company may, at its option, at any time on or after the occurrence of a Section 11(a)(ii) 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 of the Company at an exchange ratio of one share of Common
Stock of the Company per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring
after the date hereof (such exchange ratio being hereinafter referred to as the “Section 24(a)(i) Exchange Ratio”).
Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time
after any Person (other than an Exempt Person), together with all Affiliates and Associates of such Person, becomes the Beneficial
Owner of 50% or more of the Common Stock of the Company.


 


(ii) Notwithstanding
the foregoing, the Board of Directors of the Company may, at its option, at any time on or after the occurrence of a Section 11(a)(ii)
Event, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become null
and void pursuant to the provisions of Section 7(e) hereof) for shares of Common Stock of the Company at an exchange ratio
specified in the following sentence, as appropriately adjusted to reflect any stock split, stock dividend or similar transaction
occurring after the date of this Agreement. Subject to the adjustment described in the foregoing sentence, each Right may be exchanged
for that number of shares of Common Stock of the Company obtained by dividing the Spread (as defined in Section 11(a)(iii))
by the then Fair Market Value per one ten-thousandth of a share of Preferred Stock on the earlier of (x) the date on which
any person becomes an Acquiring Person or (y) the date on which a tender or exchange offer by any Person (other than an Exempt
Person) is first published or sent or given within the meaning of Rule 14d-4(a) of the Exchange Act or any successor rule, if upon
consummation thereof such Person could become an Acquiring Person (such exchange ratio being referred to herein as the “Section
24(a)(ii) Exchange Ratio”). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered
to effect such exchange at any time after any Person (other than an Exempt Person), together with all Affiliates and Associates
of such Person, becomes the Beneficial Owner of 50% or more of the Common Stock of the Company.


 


(b) The
exchange of the Rights by the Board of Directors in accordance with this Section 24 may be made effective at such time, on such
basis and with such conditions as the Board of Directors of the Company may establish, in its sole discretion. Immediately upon
the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to subsection (a) of this
Section 24 and without any further action and without any notice, the right to exercise such Rights pursuant to Section 11(a)(ii)
shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of shares of Common Stock
of the Company equal to the number of such Rights held by such holder multiplied by the Section 24(a)(i) Exchange Ratio or
the Section 24(a)(ii) Exchange Ratio, as applicable; provided, however, that the holder of a Right exchanged
pursuant to this Section 24 shall continue to have the right to purchase securities or other property of the Principal Party
following a Section 13 Event that has occurred or may thereafter occur. The Company shall promptly give notice of any such
exchange in accordance with Section 26 hereof and shall promptly mail a notice of any such exchange to all of the holders
of such Rights at their last addresses as they appear upon the registry books of the Rights Agent; provided, however,
that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. 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 of the Company for Rights will be effected and, in the
event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based
on the number of Rights (other than Rights which have become null and void pursuant to the provisions of Section 7(e) hereof)
held by each holder of Rights.


 








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(c) In
any exchange pursuant to this Section 24, the Company, at its option, may substitute Preferred Stock (or Preferred Stock Equivalent,
as such term is defined in Section 11(b) hereof) for Common Stock of the Company exchangeable for Rights, at the initial rate
of one ten-thousandth of a share of Preferred Stock (or Preferred Stock Equivalent) for each share of Common Stock of the Company,
as appropriately adjusted to reflect adjustments in the voting rights of the Preferred Stock pursuant to the terms thereof, so
that the fraction of a share of Preferred Stock delivered in lieu of each share of Common Stock of the Company shall have the same
voting rights as one share of Common Stock of the Company.


 


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


 


(e) The
Company shall not be required to issue fractions of Common Stock of the Company or to distribute certificates which evidence fractional
shares of Common Stock of the Company. If the Company elects not to issue such fractional shares of Common Stock of the Company,
the Company shall pay, in lieu of such fractional shares of Common Stock of the Company, to the registered holders of the Right
Certificates with regard to which such fractional shares of Common Stock of the Company would otherwise be issuable, an amount
in cash equal to the same fraction of the Fair Market Value of a whole share of Common Stock of the Company. For the purposes of
this paragraph (e), the Fair Market Value of a whole share of Common Stock of the Company shall be the closing price of a
share of Common Stock of the Company (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading
Day immediately prior to the date of exchange pursuant to this Section 24.


 


Section 25. Notice
of Certain Events.


 


(a) In
case the Company shall propose, at any time after the Distribution Date, (i) to pay any dividend payable in stock of any class
to the holders of Preferred Stock or to make any other distribution to the holders of Preferred Stock (other than a regular periodic
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, or to effect any sale, mortgage or other transfer (or to permit one or more of its Subsidiaries to effect any sale, mortgage
or other transfer), in one transaction or a series of related transactions, of 50% or more of the assets or earning power of the
Company and its Subsidiaries (taken as a whole) to, any other Person (other than a Subsidiary of the Company in one or more transactions
each of which is not prohibited by the proviso at the end of the first sentence of Section 11(n) hereof), or (v) to effect
the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Stock of the
Company payable in Common Stock of the Company or to effect a subdivision, combination or consolidation of the Common Stock of
the Company (by reclassification or otherwise than by payment of dividends in Common Stock of the Company) then in each such case,
the Company shall give to each holder of a Right Certificate and to the Rights Agent, in accordance with Section 26 hereof,
a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, distribution of
rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution,
or winding up is to take place and the date of participation therein by the holders of the shares of Common Stock of the Company
and/or 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 twenty (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 twenty (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 Common Stock
of the Company and/or Preferred Stock, whichever shall be the earlier; provided, however, no such notice shall be
required pursuant to this Section 25 as a result of any Subsidiary of the Company effecting a consolidation or merger with
or into, or effecting a sale or other transfer of assets or earnings power to, any other Subsidiary of the Company in a manner
not inconsistent with the provisions of this Agreement.


 




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(b) In
case any Section 11(a)(ii) Event shall occur, then, in any such case, the Company shall as soon as practicable thereafter
give to each registered holder of a Right Certificate, to the extent feasible, and to the Rights Agent, in accordance with Section 26
hereof, a notice of the occurrence of such event, which shall specify the event and the consequences of the event to holders of
Rights under Section 11(a)(ii) hereof.


 


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 Right Certificate
to or on the Company shall be in writing (unless otherwise stated herein) and shall be sufficiently given or made if sent by first-class
mail, postage prepaid, by facsimile transmission or by nationally-recognized overnight courier addressed (until another address
is filed in writing with the Rights Agent) as follows:


 


Harvard Apparatus Regenerative
Technology, Inc.


84 October Hill Road


Holliston, MA 01746


Facsimile No. (508) 429-5732


Attention: Chief Financial
Officer


 


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


 


Registrar and Transfer Company


10 Commerce Drive


Cranford, NJ 07016


Facsimile No. (908) 497-2310


Attention: Corporate Relations Department


 


Notices or demands
authorized by this Agreement to be given or made by the Company or the Rights Agent to the holder of any Right Certificate (or,
prior to the Distribution Date, to the holder of any certificate representing shares of Common Stock of the Company) shall be in
writing (unless otherwise stated herein) and 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.


 




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Section 27. Supplements
and Amendments. Prior to the occurrence of a Section 11(a)(ii) Event, the Company and the Rights Agent shall, if the Board
of Directors of the Company so directs, supplement or amend any provision of this Agreement as the Board of Directors of the Company
may deem necessary or desirable without the approval of any holders of certificates representing shares of Common Stock of the
Company. From and after the occurrence of a Section 11(a)(ii) Event, the Company and the Rights Agent shall, if the Board
of Directors of the Company so directs, supplement or amend this Agreement without the approval of any holder of Right Certificates
in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective
or inconsistent with any other provisions herein, (iii) to shorten or lengthen any time period hereunder, or (iv) to
change or supplement the provisions hereof in any manner which the Board of Directors of the Company may deem necessary or desirable
and which shall not adversely affect the interests of the holders of Right Certificates (other than an Acquiring Person or any
Affiliate or Associate of an Acquiring Person); provided, however, that from and after the occurrence of a Section 11(a)(ii)
Event this Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a
time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable or (B) any other
time period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and the benefits to,
the holders of Rights (other than an Acquiring Person or any Affiliate or Associate of an Acquiring Person). Without limiting the
foregoing, the Company may at any time prior to the occurrence of a Section 11(a)(ii) Event amend this Agreement to lower
the threshold set forth in Section 1(a) to not less than the greater of (i) the sum of .001% and the largest percentage
of the outstanding Common Stock of the Company then known by the Company to be Beneficially Owned by any Person (other than the
Company, any Subsidiary of the Company, any employee benefit plan of the Company or any Subsidiary of the Company, or any entity
holding Common Stock of the Company for or pursuant to the terms of any such plan) and (ii) 10%. Upon the delivery of such
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, and any failure of the Rights
Agent to so execute such supplement or amendment shall not affect the validity of the actions taken by the Board of Directors of
the Company pursuant to this Section 27. Prior to the occurrence of a Section 11(a)(ii) Event, the interests of the holders
of Rights shall be deemed coincident with the interests of the holders of Common Stock of the Company. Notwithstanding any other
provision hereof, the Rights Agent’s consent must be obtained regarding any amendment or supplement pursuant to this Section 27
which alters the Rights Agent’s rights or duties.


 


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. The Board of Directors of the Company 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 and computations 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 the Agreement). All such actions, calculations, interpretations and determinations (including, for purposes
of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board of Directors in good
faith shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other
parties, and (y) not subject the Board of Directors of the Company or any member of the Board of Directors to any liability
to the holders of the Rights or to any other Person.


 




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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 Right Certificates (and, prior to the Distribution Date, the Common Stock of the Company) 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 Right Certificates (and, prior to the Distribution Date, registered
holders of the Common Stock of the Company).


 


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 of the Company determines in its good faith
judgment that severing the invalid language from the Agreement would adversely affect the purpose or effect of the Agreement, the
right of redemption set forth in Section 23 hereof shall be reinstated and shall not expire until the Close of Business on
the tenth day following the date of such determination by the Board of Directors.


 


Section 32. Governing
Law. This Agreement, each Right and each Right Certificate issued hereunder shall be deemed to be a contract made under the
laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with the laws of such State
applicable to contracts to be made and to be performed entirely within such State. The courts of the State of Delaware and of the
United States of America located in the State of Delaware (the “Delaware Courts”) shall have exclusive jurisdiction
over any litigation arising out of or relating to this Agreement and the transactions contemplated hereby, and any Person commencing
or otherwise involved in any such litigation shall waive any objection to the laying of venue of such litigation in the Delaware
Courts and shall not plead or claim in any Delaware Court that such litigation brought therein has been brought in an inconvenient
forum.


 


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


 


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


 


Section 35. Force
Majeure. Notwithstanding anything to the contrary contained herein, neither the Company nor the Rights Agent shall be liable
for any delay or failure in performance resulting directly from any act or event beyond its reasonable control and without the
fault or gross negligence of the delayed or non-performing party that causes a sudden, substantial or widespread disruption in
business activities, including, without limitation, fire, flood, natural disaster or act of God, strike or other industrial disturbance,
war (declared or undeclared), embargo, blockade, legal restriction, riot, insurrection, act of terrorism, disruption in transportation,
communications, electric power or other utilities, or other vital infrastructure or any means of disrupting or damaging internet
or other computer networks or facilities (each, a “Force Majeure Condition”); provided, that such delayed
or non-performing party shall use reasonable commercial efforts to resume performance as soon as practicable. If any Force Majeure
Condition occurs, the party delayed or unable to perform shall give immediate written notice to the other party, stating the nature
of the Force Majeure Condition and any action being taken to avoid or minimize its effect.


 


[Remainder of page intentionally left blank]


 




    	34



    	 



    

 


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


 


	ATTEST:	 	Harvard Apparatus Regenerative
	 	 	Technology, INC.
	 	 	 
	By:	/s/	 	By:	/s/
	 	 	 	Name:	 
	 	 	 	Title:	 
	 	 	 
	ATTEST:	 	Registrar and Transfer Company,
	 	 	as Rights Agent
	 	 	 
	By:	/s/	 	By:	/s/
	 	 	 	Name:	 
	 	 	 	Title:	 


 


 




    	 



    	 



    

 


Exhibit A 


 


CERTIFICATE OF DESIGNATIONS 


of 


SERIES A JUNIOR PARTICIPATING CUMULATIVE



PREFERRED STOCK 


of 


Harvard
Apparatus Regenerative Technology, Inc. 


 


Section 1. Designation and Amount.
The shares of such series shall be designated as “Series A Junior Participating Cumulative Preferred Stock” (the “Series
A Preferred Stock”), and the number of shares initially constituting such series shall be 5,000; provided, however,
that if more than a total of 5,000 shares of Series A Preferred Stock shall be issuable upon the exercise of Rights (the “Rights”)
issued pursuant to the Shareholder Rights Agreement dated as of                    ,
between the Corporation and Registrar and Transfer Company, as Rights Agent (the “Rights Agreement”), the Board of
Directors of the Corporation, pursuant to Section 151(g) of the General Corporation Law of the State of Delaware, may direct
by resolution or resolutions that a certificate be properly executed, acknowledged, filed and recorded, in accordance with the
provisions of Section 103 thereof, providing for the total number of shares of Series A Preferred Stock authorized to be issued
to be increased (to the extent that the Certificate of Incorporation then permits) to the largest number of whole shares (rounded
up to the nearest whole number) issuable upon exercise of such Rights.


 


Section 2. Dividends and Distributions.


 


(A)(i) Subject to the rights of the holders
of any shares of any series of preferred stock (or any similar stock) ranking prior and superior to the Series A Preferred Stock
with respect to dividends, the holders of shares of Series A Preferred Stock, in preference to the holders of shares of common
stock and of any other junior stock, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds
legally available for the purpose, quarterly dividends payable in cash on the first day of March, June, September and December
in each year (each such date being referred to herein as a “Quarterly Dividend Payment Date”), commencing on the first
Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount
per share (rounded to the nearest cent) equal to the greater of (a) $1.00 or (b) subject to the provisions for adjustment
hereinafter set forth, 10,000 times the aggregate per share amount of all cash dividends, and 10,000 times the aggregate per share
amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of common stock
or a subdivision of the outstanding shares of common stock (by reclassification or otherwise), declared on the common stock since
the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since
the first issuance of any share or fraction of a share of Series A Preferred Stock. The multiple of cash and non-cash dividends
declared on the common stock to which holders of the Series A Preferred Stock are entitled, which shall be 10,000 initially but
which shall be adjusted from time to time as hereinafter provided, is hereinafter referred to as the “Dividend Multiple.”
In the event the Corporation shall at any time after                  (the
“Rights Declaration Date”) (i) declare or pay any dividend on common stock payable in shares of common stock,
or (ii) effect a subdivision or combination or consolidation of the outstanding shares of common stock (by reclassification
or otherwise than by payment of a dividend in shares of common stock) into a greater or lesser number of shares of common stock,
then in each such case the Dividend Multiple thereafter applicable to the determination of the amount of dividends which holders
of shares of Series A Preferred Stock shall be entitled to receive shall be the Dividend Multiple applicable immediately prior
to such event multiplied 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.


 




    	 



    	 



    

 


(ii) Notwithstanding anything else contained
in this paragraph (A), the Corporation shall, out of funds legally available for that purpose, declare a dividend or distribution
on the Series A Preferred Stock as provided in this paragraph (A) 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 Preferred Stock shall nevertheless be payable on
such subsequent Quarterly Dividend Payment Date.


 


(B) Dividends shall begin to accrue and
be cumulative on outstanding shares of Series A Preferred Stock from the Quarterly Dividend Payment Date next preceding the date
of issue of such shares of Series A 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 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 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 in accordance with applicable law a record
date for the determination of holders of shares of Series A Preferred Stock entitled to receive payment of a dividend or distribution
declared thereon, which record date shall be not more than such number of days prior to the date fixed for the payment thereof
as may be allowed by applicable law.


 


Section 3. Voting Rights. In
addition to any other voting rights required by law, the holders of shares of Series A Preferred Stock shall have the following
voting rights:


 


(A) Subject to the provision for adjustment
hereinafter set forth, each share of Series A Preferred Stock shall entitle the holder thereof to 10,000 votes on all matters submitted
to a vote of the stockholders of the Corporation. The number of votes which a holder of a share of Series A Preferred Stock is
entitled to cast, which shall initially be 10,000 but which may be adjusted from time to time as hereinafter provided, is hereinafter
referred to as the “Vote Multiple.” In the event the Corporation shall at any time after the Rights Declaration Date
(i) declare or pay any dividend on common stock payable in shares of common stock, or (ii) effect a subdivision or combination
or consolidation of the outstanding shares of common stock (by reclassification or otherwise than by payment of a dividend in shares
of common stock) into a greater or lesser number of shares of common stock, then in each such case the Vote Multiple thereafter
applicable to the determination of the number of votes per share to which holders of shares of Series A Preferred Stock shall be
entitled shall be the Vote Multiple immediately prior to such event multiplied by a fraction, the numerator of which is the number
of shares of common stock outstanding immediately after such event and the denominator of which is the number of shares of common
stock that were outstanding immediately prior to such event.


 


(B) Except as otherwise provided herein
or by law, the holders of shares of Series A Preferred Stock and the holders of shares of common stock and the holders of shares
of any other capital stock of this Corporation having general voting rights, shall vote together as one class on all matters submitted
to a vote of stockholders of the Corporation.


 


(C) Except as otherwise required by applicable
law or as set forth herein, holders of Series A 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.


 




    	 



    	 



    

 


Section 4. Certain Restrictions.


 


(A) Whenever dividends or distributions
payable on the Series A 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 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 Preferred Stock;


 


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


 


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


 


(iv) purchase or otherwise acquire for
consideration any shares of Series A Preferred Stock, or any shares of any stock ranking on a parity (either as to dividends or
upon liquidation, dissolution or winding up) with the Series A 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 such shares 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 subsection (A) of this Section 4, purchase or otherwise acquire such shares at such time
and in such manner.


 


Section 5. Reacquired Shares.
Any shares of Series A 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 the conditions and restrictions on issuance set forth herein.


 




    	 



    	 



    

 


Section 6. Liquidation, Dissolution
or Winding Up. Upon any liquidation (voluntary or otherwise), dissolution or winding up of the Corporation, no distribution
shall be made (x) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution
or winding up) to the Series A Preferred Stock unless, prior thereto, the holders of shares of Series A Preferred Stock shall have
received an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such
payment, plus an amount equal to the greater of (1) $10,000.00 per share or (2) an aggregate amount per share, subject
to the provision for adjustment hereinafter set forth, equal to 10,000 times the aggregate amount to be distributed per share to
holders of common stock, or (y) to the holders of stock ranking on a parity (either as to dividends or upon liquidation, dissolution
or winding up) with the Series A Preferred Stock, except distributions made ratably on the Series A Preferred Stock and all other
such parity stock in proportion to the total amounts to which the holders of all such shares are entitled upon such liquidation,
dissolution or winding up. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare or
pay any dividend on common stock payable in shares of common stock, or (ii) effect a subdivision or combination or consolidation
of the outstanding shares of common stock (by reclassification or otherwise than by payment of a dividend in shares of common stock)
into a greater or lesser number of shares of common stock, then in each such case the aggregate amount per share to which holders
of shares of Series A Preferred Stock were entitled immediately prior to such event under clause (x) of the preceding sentence
shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of common stock outstanding
immediately after such event and the denominator of which is the number of shares of common stock that were outstanding immediately
prior to such event.


 


Neither the consolidation of nor merging
of the Corporation with or into any other corporation or corporations, nor the sale or other transfer of all or substantially all
of the assets of the Corporation, shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the
meaning of this Section 6.


 


Section 7. Consolidation, Merger,
etc. In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares
of common stock are exchanged for or changed into other stock or securities, cash and/or any other property, then in any such case
the shares of Series A Preferred Stock shall at the same time be similarly exchanged or changed in an amount per share (subject
to the provision for adjustment hereinafter set forth) equal to 10,000 times the aggregate amount of stock, securities, cash and/or
any other property (payable in kind), as the case may be, into which or for which each share of common stock is changed or exchanged,
plus accrued and unpaid dividends, if any, payable with respect to the Series A Preferred Stock. In the event the Corporation shall
at any time after the Rights Declaration Date (i) declare or pay any dividend on common stock payable in shares of common
stock, or (ii) effect a subdivision or combination or consolidation of the outstanding shares of common stock (by reclassification
or otherwise than by payment of a dividend in shares of common stock) into a greater or lesser number of shares of common stock,
then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series
A Preferred Stock shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of
common stock outstanding immediately after such event and the denominator of which is the number of shares of common stock that
were outstanding immediately prior to such event.


 


Section 8. Redemption. The
shares of Series A Preferred Stock shall not be redeemable; provided, however, that the foregoing shall not limit
the ability of the Corporation to purchase or otherwise deal in such shares to the extent otherwise permitted hereby and by law.


 


Section 9. Ranking. Unless
otherwise expressly provided in the Certificate of Incorporation or a Certificate of Designations relating to any other series
of preferred stock of the Corporation, the Series A Preferred Stock shall rank junior to every other series of the Corporation’s
preferred stock previously or hereafter authorized, as to the payment of dividends and the distribution of assets on liquidation,
dissolution or winding up and shall rank senior to the common stock.


 


Section 10. Amendment. The
Certificate of Incorporation and this Certificate of Designations shall not be amended in any manner which would materially alter
or change the powers, preferences or special rights of the Series A 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 Preferred Stock, voting separately
as a class.


 




    	 



    	 



    

 


Section 11. Fractional Shares.
Series A Preferred Stock may be issued in whole shares or in any fraction of a share that is one ten-thousandth (1/10,000th) of
a share or any integral multiple of such fraction, which shall entitle the holder, in proportion to such holder’s fractional
shares, to exercise voting rights, receive dividends, participate in distributions and to have the benefit of all other rights
of holders of Series A Preferred Stock. In lieu of fractional shares, the Corporation may elect to make a cash payment as provided
in the Rights Agreement for fractions of a share other than one ten-thousandth (1/10,000th) of a share or any integral multiple
thereof.


 




    	 



    	 



    

 


Exhibit B 


 


FORM OF RIGHT CERTIFICATE


 


Certificate No. R-            Rights


 


NOT EXERCISABLE AFTER                     OR
EARLIER IF NOTICE OF REDEMPTION IS GIVEN. THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF Harvard
Apparatus Regenerative Technology, Inc., AT $0.01 PER RIGHT, ON THE TERMS SET FORTH IN THE SHAREHOLDER RIGHTS AGREEMENT
BETWEEN Harvard Apparatus Regenerative Technology, Inc. AND REGISTRAR AND TRANSFER
COMPANY, AS RIGHTS AGENT, DATED AS OF                           (THE
“RIGHTS AGREEMENT”). UNDER CERTAIN CIRCUMSTANCES SPECIFIED IN SECTION 7(e) OF THE RIGHTS AGREEMENT, RIGHTS BENEFICIALLY
OWNED BY AN ACQUIRING PERSON OR AN ASSOCIATE OR AFFILIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT)
AND ANY SUBSEQUENT HOLDER OF SUCH RIGHTS MAY BECOME NULL AND VOID.


 


Right Certificate


 


Harvard
Apparatus Regenerative Technology, Inc.


 


This certifies that             ,
or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof,
subject to the terms, provisions and conditions of the Shareholder Rights Agreement dated as of                    (the
“Rights Agreement”) between Harvard Apparatus Regenerative Technology, Inc. (the “Company”) and Registrar
and Transfer Company, as Rights Agent (the “Rights Agent”), to purchase from the Company at any time after the Distribution
Date (as such term is defined in the Rights Agreement) and prior to the close of business on                  ,
2023 at the office or offices of the Rights Agent designated for such purpose, or its successors as Rights Agent, one ten-thousandth
of a fully paid, non-assessable share of the Series A Junior Participating Cumulative Preferred Stock (the “Preferred Stock”)
of the Company, at a purchase price of $             per one ten-thousandth
of a share (the “Exercise Price”), upon presentation and surrender of this Right Certificate with the Form of Election
to Purchase and the related Certificate duly executed. The number of Rights evidenced by this Right Certificate (and the number
of shares which may be purchased upon exercise thereof) set forth above, and the Exercise Price per share set forth above, are
the number and Exercise Price as of               ,
based on the Preferred Stock as constituted at such date.


 


Upon the occurrence of a Section 11(a)(ii)
Event (as such term is defined in the Rights Agreement), if the Rights evidenced by this Right Certificate are beneficially owned
by (i) an Acquiring Person or an Affiliate or Associate of any such Person (as such terms are defined in the Rights Agreement),
(ii) a transferee of any such Acquiring Person or Associate or Affiliate thereof, or (iii) under certain circumstances
specified in the Rights Agreement, a transferee of a Person who, after such transfer, became an Acquiring Person or an Affiliate
or Associate of an Acquiring Person, such Rights shall become null and void and no holder hereof shall have any right with respect
to such Rights from and after the occurrence of such Section 11(a)(ii) Event.


 


As provided in the Rights Agreement, the
Exercise Price and the number of shares of Preferred Stock or other securities which may be purchased upon the exercise of the
Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events.


 




    	 



    	 



    

 


This Right 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 Right 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 principal office
of the Company and the designated office of the Rights Agent and are also available upon written request to the Company or the
Rights Agent.


 


This Right Certificate, with or without
other Right Certificates, upon surrender at the office or offices of the Rights Agent designated for such purpose, may be exchanged
for another Right Certificate or Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like
aggregate number of shares of Preferred Stock as the Rights evidenced by the Right Certificate or Certificates surrendered shall
have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive
upon surrender hereof another Right Certificate or Certificates for the number of whole Rights not exercised. If this Right Certificate
shall be exercised in whole or in part pursuant to Section 11(a)(ii) of the Rights Agreement, the holder shall be entitled
to receive this Right Certificate duly marked to indicate that such exercise has occurred as set forth in the Rights Agreement.


 


Under certain circumstances, subject to
the provisions of the Rights Agreement, the Board of Directors of the Company at its option may exchange all or any part of the
Rights evidenced by this Certificate for shares of the Company’s Common Stock or Preferred Stock at an exchange ratio (subject
to adjustment) specified in the Rights Agreement.


 


Subject to the provisions of the Rights
Agreement, the Rights evidenced by this Certificate may be redeemed by the Board of Directors of the Company at its option at a
redemption price of $0.01 per Right (payable in cash, Common Stock or other consideration deemed appropriate by the Board of Directors).


 


The Company is not obligated to issue fractional
shares of stock upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of
one ten-thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts).
If the Company elects not to issue such fractional shares, in lieu thereof a cash payment will be made, as provided in the Rights
Agreement.


 


No holder of this Right Certificate, as
such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock, Common
Stock or any  other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything
contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a 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 Right Certificate shall have been exercised as provided in the Rights Agreement.


 


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


 




    	 



    	 



    

 


WITNESS the facsimile signature of the
proper officers of the Company as a document under corporate seal.


 


	Attested:	 	Harvard Apparatus Regenerative
	 	 	Technology, Inc.
	 	 	 
	By:	 	By:
	 	 	[Secretary or Assistant Secretary]
	 	 	Name:
	 	 	Title: [Chairman, Vice Chairman, President or Vice
	 	 	President]


 


	Countersigned:	 
	 	 
	[NAME]	 
	 	 
	By:	 
	Name:	 
	Title:	 


 


 




    	 



    	 



    

 


[Form of Reverse Side of Right Certificate]



 


FORM OF ASSIGNMENT 


 


(To be executed by the registered holder
if such 


 


holder desires to transfer the Right
Certificate.) 


 


FOR VALUE RECEIVED                                         
             hereby sells, assigns and transfers unto                                         
     (Please print name and address of transferee)                                         
     this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably
constitute and appoint                                         
         Attorney, to transfer the within Right Certificate on the books of the within-named
Company, with full power of substitution.


 


Dated:             ,
                     
                                        
                


 


Signature


 


Signature Guaranteed:                                         
                          


 


CERTIFICATE 


 


The undersigned hereby certifies by checking
the appropriate boxes that:


 


(1) the Rights evidenced by this Right
Certificate             are             are
not being transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate of any such Person
(as such terms are defined in the Rights Agreement); and


 


(2) after due inquiry and to the best knowledge
of the undersigned, the undersigned              did             
did not directly or indirectly acquire the Rights evidenced by this Right Certificate from any Person who is, was or became an
Acquiring Person or an Affiliate or Associate of any such Person.


 


Dated:             ,
                     
                                        
              


 


Signature


 


NOTICE 


 


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


 


FORM OF ELECTION TO PURCHASE 


 


(To be executed if holder desires to



 


exercise the Right Certificate.) 


 


To: Harvard Apparatus
Regenerative Technology, Inc.:


 


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


 




    	 



    	 



    

 


Please insert social security or other identifying taxpayer
number:                                                                                                                                 


 


                                                                                                                                                                                                                                                      


 


                                                                                                                                                                                                                                                      


(Please print name and address)


 


If such number of Rights shall not be all
the Rights evidenced by this Right Certificate or if the Rights are being exercised pursuant to Section 11(a)(ii) of the Rights
Agreement, a new Right Certificate for the balance of such Rights shall be registered in the name of and delivered to:


 


Please insert social security or other identifying taxpayer
number:                                                                                                                                 


 


                                                                                                                                                                                                                                                      


 


                                                                                                                                                                                                                                                      


(Please print name and address)


 


Dated:             ,
                     
                                        
                                        
            


 


Signature


 


Signature Guaranteed:                                         
                                        


 


CERTIFICATE 


 


The undersigned hereby certifies by checking
the appropriate boxes that:


 


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


 


(2) after due inquiry and to the best knowledge
of the undersigned, the undersigned             did             did
not directly or indirectly acquire the Rights evidenced by this Right Certificate from any Person who is, was or became an Acquiring
Person or an Affiliate or Associate of any such Person.


 


Dated:             ,
                     
                                        
                                


 


Signature


 


NOTICE 


 


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


 


4842-1571-0994.4




 






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