Exhibit 4.1


 





TAX BENEFITS PRESERVATION PLAN



dated as of



April 25, 2018



between



CORD BLOOD AMERICA, INC.



and



Issuer Direct Corporation



as Rights Agent


 



    	 



     


    









	Section 1.   Certain Definitions	1
	Section 2.   Appointment of Rights Agent	6
	Section 3.   Issuance of Rights Certificates	6
	Section 4.   Form of Rights Certificates	8
	Section 5.   Countersignature and Registration	8
	Section 6.   Transfer, Split-Up, Combination and Exchange of Rights Certificates; Mutilated, Destroyed, Lost or
Stolen Rights Certificates	9
	Section 7.   Exercise of Rights; Purchase Price; Expiration Date of Rights	9
	Section 8.   Cancellation and Destruction of Rights Certificates	11
	Section 9.   Reservation and Availability of Capital Stock	11
	Section 10.   Preferred Stock Record Date	12
	Section 11.   Adjustment of Purchase Price, Number and Kind of Shares or Number of Rights	12
	Section 12.   Certificate of Adjusted Purchase Price or Number of Shares	17
	Section 13.   Consolidation or Merger, Cash Flow or Earning Power	17
	Section 14.   Fractional Rights and Fractional Shares	19
	Section 15.   Rights of Action	20
	Section 16.   Agreement of Rights Holders	20
	Section 17.   Rights Certificate Holder Not Deemed a Shareholder	20
	Section 18.   Concerning the Rights Agent	21
	Section 19.   Merger or Consolidation or Change of Name of Rights Agent	21
	Section 20.   Duties of Rights Agent	21
	Section 21.   Change of Rights Agent	23
	Section 22.   Issuance of New Rights Certificates	23
	Section 23.   Redemption and Termination	24
	Section 24.   Exchange	24
	Section 25.   Notice of Certain Events	25
	Section 26.   Notices	26
	Section 27.   Supplements and Amendments	26
	Section 28.   Successors	27
	Section 29.   Determinations and Actions by the Board, etc	27
	Section 30.   Process to Seek Prior Approval of the Company before a Trigger Event	27
	Section 31.   Waiver Subsequent to Stock Acquisition Date	27
	Section 32.   Benefits of this Agreement	28
	Section 33.   Severability	28
	Section 34.   Governing Law	28
	Section 35.   Counterparts	28
	Section 36.   Descriptive Headings; Interpretation	28


 


EXHIBITS


Exhibit ACertificate of Designations, Preferences and Rights
of Series A Preferred Stock

Exhibit BForm of Rights Certificates

Exhibit CForm of Summary of Rights


 









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TAX BENEFITS PRESERVATION PLAN


TAX BENEFITS PRESERVATION PLAN, dated
as of April 25, 2018 (the “Agreement”), between Cord Blood America, Inc., a Florida corporation (the “Company”),
and Issuer Direct Corporation, a Delaware corporation (the “Rights Agent”).


W I T N E S S E T H:


WHEREAS, on April 25, 2018 (the “Rights
Dividend Declaration Date”), the Board of Directors of the Company (the “Board”) authorized and declared
a dividend distribution of one Right (as hereinafter defined) for each share of Common Stock (as hereinafter defined) outstanding
at the close of business on April 25, 2018 (the “Record Date”), and has authorized the issuance of one Right
(as such number may hereinafter be adjusted pursuant to the provisions of Section 11(p) hereof) for each share of Common Stock
issued between the Record Date and the Distribution Date (as hereinafter defined) and in certain other circumstances provided herein,
each Right initially representing the right to purchase one one-thousandth of a share of Preferred Stock (as hereinafter defined),
having the rights, powers and preferences set forth in the Articles of Amendment to Articles of Incorporation of the Company Designating
Series A Preferred Stock attached hereto as Exhibit A, upon the terms and subject to the conditions hereinafter set forth (the
 “Rights”); and


WHEREAS, the Company has generated or
expects to generate certain Tax Benefits (as defined herein) for United States federal income tax purposes, such Tax Benefits may
potentially provide valuable benefits to the Company, the Company desires to avoid an “ownership change” within
the meaning of Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”), and the Treasury Regulations
(as defined herein) promulgated thereunder, and thereby preserve the Company’s ability to fully utilize such Tax Benefits
and certain built-in losses, and, in furtherance of such objective, the Company desires to enter into this Agreement.


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


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


(a)
“Acquiring Person” shall mean any Person who or which, together with all Affiliates and Associates of
such Person, shall be the Beneficial Owner of 4.9% or more of the shares of Common Stock then outstanding, whether or not such
person continues to be the Beneficial Owner of 4.9% or more of the shares of Common Stock then outstanding, but shall not include:


(i)
the Company;


(ii)
any Subsidiary of the Company;


(iii)
any employee benefit plan of the Company, or of any Subsidiary of the Company, or any Person organized, appointed or established
by the Company for or pursuant to the terms of any such plan;


(iv)
any Person that becomes a Beneficial Owner of 4.9% or more of the shares of Common Stock then outstanding as a result of
(A) a reduction in the number of Company Securities outstanding due to the repurchase of Company Securities by the Company or (B)
a stock dividend, stock split, reverse stock split or similar transaction effected by the Company, in each case unless and until
such Person increases its Percentage Stock Ownership by any amount over such Person’s lowest Percentage Stock Ownership on
or after the consummation of the relevant transaction, excluding for these purposes any increase solely resulting from any subsequent
transaction described in clauses (A) and (B) of this Section 1(a)(iv) or shares the Beneficial Ownership of which was acquired
with the Prior Approval of the Company;



    	 



     


    




(v)
any Person that, together with all Affiliates and Associates of such Person, (x) was a Beneficial Owner of 4.9% or more
of the shares of Common Stock then outstanding on the date hereof (as disclosed in public filings with the Securities and Exchange
Commission on the date of this Agreement), or (y) becomes a Beneficial Owner of 4.9% or more of the shares of Common Stock then
outstanding solely as a result of a transaction pursuant to which such Person received the Prior Approval of the Company, unless
after the date of this Agreement or the date of the relevant transaction, as applicable, such Person (A) increases its Percentage
Stock Ownership by any amount over such Person’s lowest Percentage Stock Ownership on or after the date of this Agreement
or the date of the relevant transaction, as applicable, excluding for these purposes any increase solely resulting from any subsequent
transaction described in clauses (A) and (B) of Section 1(a)(iv) or shares the Beneficial Ownership of which was acquired with
the Prior Approval of the Company; or (B) decreases its Percentage Stock Ownership below 4.9%;


(vi)
any Person that, within ten (10) Business Days of being requested by the Company to do so, certifies to the Company that
such Person became an Acquiring Person inadvertently or without knowledge of the terms of the Rights and who or which, together
with all Affiliates and Associates, thereafter within ten (10) Business Days following such certification disposes of such number
of shares of Common Stock so that it, together with all Affiliates and Associates, ceases to be an Acquiring Person; provided,
however, that if the Person requested to so certify or dispose of shares of Common Stock fails to do so within ten (10) Business
Days, then such Person shall become an Acquiring Person immediately after such ten (10) Business Day period; and


(vii)
any Person (including an Exempt Person) that the Board has affirmatively determined in its sole discretion, prior to the
Distribution Date, in light of the intent and purposes of this Agreement or other circumstances facing the Company, shall not be
deemed an Acquiring Person, for so long as such Person complies with any limitations or conditions (including disposition of shares
of Common Stock) required by the Board in making such determination.


For the avoidance of doubt, and notwithstanding
anything to the contrary herein, for purposes of calculation of the numerator (but not the denominator) of any fraction used to
determine (i) whether a Person’s Beneficial Ownership of Common Stock then outstanding equals or exceeds 4.9% and (ii) such
Person’s Percentage Stock Ownership, a Person shall be treated as Beneficially Owning all Company Securities that, in the
case of an Option, such Person would Beneficially Own if the Option were exercised in full (on a gross basis) without regard to
any contingencies, vesting or other restrictions, and, in the case of a Derivative, in whole or in part are referenced by or form
the basis of such Derivative.


Without limiting the foregoing, at the election of the Board
(which election shall be in the sole determination of the Board), if any Person is not otherwise an Acquiring Person pursuant to
this Section 1(a), such Person shall nevertheless be treated as an Acquiring Person for purposes of this Agreement if that Person
would be treated as a “5-percent shareholder” for purposes of Section 382 of the Code (substituting “4.9”
for “five” or “5,” as applicable, each time “five” or “5” is used in or for purposes
of Section 382 of the Code), by application of either the constructive ownership and aggregation rules under Section 382 of the
Code or the Beneficial Ownership rules under this Plan (including, but not limited to, a Person’s Beneficial Ownership with
respect to an Option and a Derivative described in this Section 1(a)), or any combination of the foregoing rules, in all cases
applied in a manner that would result in the greatest Beneficial Ownership of Common Stock then outstanding by or Percentage Stock
Ownership of such Person.


(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 under the Exchange Act. The terms “Affiliate” and “Associate”
shall also include, with respect to any Person, any other Person whose shares of Common Stock would be deemed to be constructively
owned by such first Person, owned by a single “entity” as defined in Section 1.382-3(a)(1) of the Treasury Regulations
with respect to such first Person, or otherwise aggregated with shares owned by such first Person pursuant to the provisions of
Section 382 of the Code, or any successor provision or replacement provision, and the Treasury Regulations thereunder.


(d)
“Agreement” shall have the meaning set forth in the preamble to this Agreement.



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(e)
“Appropriate Officer” shall mean the President or Interim President (as applicable), the Chief Financial
Officer, Chief Accounting Officer, Chief Operating Officer, Treasurer or Secretary of the Company; and for purposes of signing
the Rights Certificates, shall mean the Chairman or Vice Chairman of the Board, if any, or the Interim President, or an Executive
Vice President or a Vice President and by the Secretary, or an Assistant Secretary, or the Treasurer or an Assistant Treasurer
of the Company.


(f)
A Person shall be deemed to be the “Beneficial Owner” of, and shall be deemed to “beneficially
own” and have “beneficial ownership” of any Company Securities:


(i)
that such Person, or any of such Person’s Affiliates or Associates, directly owns, would be deemed constructively
to own pursuant to Sections 1.382-2T(h) and 1.382-4(d) of the Treasury Regulations, owns pursuant to a “coordinated acquisition”
treated as a single “entity” as defined in Section 1.382-3(a)(1) of the Treasury Regulations, or are otherwise
aggregated with Company Securities owned by such Person, pursuant to the provisions of Section 382 of the Code and the Treasury
Regulations thereunder;


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


(iii)
that, in whole or in part, are referenced by or otherwise relate to any Derivative that such Person owns or would be treated
as owning under Section 1(f)(i) or (ii) hereof.


(g)
“Board” shall have the meaning set forth in the recitals to this Agreement.


(h)
“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.


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


(j)
“Code” shall have the meaning set forth in the recitals to this Agreement.


(k)
“Common Stock” shall mean the common stock, par value $0.0001 per share, of the Company, except that
 “Common Stock” when used with reference to any Person other than the Company shall mean the capital stock of
such Person with the greatest voting power, or the equity securities or other equity interest having power to control or direct
the management, of such Person (or, if such Person is a Subsidiary of another Person, the Person or Persons that ultimately control
such first mentioned Person).


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


(m)
“Company” shall have the meaning set forth in the preamble to this Agreement.



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(n)
“Company Securities” shall mean (i) shares of Common Stock, (ii) shares of preferred stock (other than
preferred stock described in Section 1504(a)(4) of the Code) of the Company, (iii) Options, (iv) Derivatives, and (v) any other
interest that would be treated as “stock” of the Company pursuant to Section 1.382-2T(f)(18) of the Treasury
Regulations.


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


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


(q)
“Derivative” shall mean, to the extent not otherwise treated as an option within the meaning of Section
1.382-4(d)(9) of the Treasury Regulations, any swap, total return swap, notional principal contract, futures contract, forward
contract, participation note, equity linked instrument, or any other instrument or arrangement that provides any Person, in whole
or in part, with the economic equivalent of the Beneficial Ownership of any Company Security, regardless of whether (i) such instrument
or arrangement conveys any voting rights in Company Securities to such Person, (ii) such instrument or arrangement is required
to be, or capable of being, settled through delivery of Company Securities, or (iii) such Person may have entered into other transactions
that hedge the economic effect of such instrument or arrangement.


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


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


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


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


(v)
“Exempt Person” means any Person deemed to be an “Exempt
Person” in accordance with Section 30 or Section 31 hereof.


(w)
“Exemption Request” shall have the meaning set forth in Section 30 hereof.


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


(y)
“Final Expiration Date” shall mean the earlier of 11:59 p.m., New York City time, on April 25, 2021.


(z)
[Reserved.]


(aa)
“Option” means any option, warrant, convertible security, derivative (to the extent treated as an option
within the meaning of Section 1.382-4(d)(9) of the Treasury Regulations), or other similar right relating to or for the purchase
of a Company Security (including, but not limited to, any contingent right or right to acquire any of the foregoing rights, and
any “option” within the meaning of Section 1.382-4(d)(9) of the Treasury Regulations); provided, however, that this
definition shall exclude in all cases any options or similar rights issued by the Company to a Person pursuant to an equity compensation
plan or similar plan.


(bb)
“Percentage Stock Ownership” shall mean the percentage stock ownership of the Common Stock determined
in accordance with Sections 1.382-2(a)(3), 1.382-2T(g), (h), (j) and (k), 1.382-3(a), and 1.382-4(d) of the Treasury Regulations;
provided, however, that for the sole purpose of determining the percentage stock ownership of any entity (and not for the purpose
of determining the percentage stock ownership of any other Person), Company Securities held by such entity shall not be treated
as no longer owned by such entity pursuant to Section 1.382-2T(h)(2)(i)(A) of the Treasury Regulations.


(cc)
“Person” shall mean any individual, firm, corporation, partnership, limited liability company, limited
liability partnership, trust, association, syndicate or other entity, group of persons making a “coordinated acquisition”
of Company Securities or otherwise treated as an entity within the meaning of Treasury Regulations Section 1.382-3(a)(1) or otherwise,
and includes an unincorporated group of persons who, by formal or informal agreement or arrangement (whether or not in writing),
have embarked on a common purpose or act, and also includes any successor (by merger or otherwise) of any such individual or entity.



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(dd)
“Preferred Stock” shall mean shares of Series A Preferred Stock, par value $0.0001 per share, of the
Company, and, to the extent that there are not a sufficient number of shares of Series A Preferred Stock authorized to permit the
full exercise of the Rights, any other series of preferred stock of the Company designated for such purpose containing terms substantially
similar to the terms of the Series A Preferred Stock.


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


(ff)
“Prior Approval of the Company” shall mean the prior express written consent of the Company to the actions
in question, executed on behalf of the Company by a duly authorized officer of the Company following express approval by action
of at least a majority of the members of the Board then in office, provided that a Person shall be treated as having received the
Prior Approval of the Company for an acquisition of Company Securities if such Person acquires such Company Securities from the
Company pursuant to an issuance by the Company that was approved by, or that was authorized pursuant to an agreement that was approved
by, the Board (or a duly authorized committee thereof). The issuance of Common Stock upon the exercise or conversion of any Company
Securities so approved shall also be treated as having received the Prior Approval of the Company. The process for seeking Prior
Approval of the Company is set forth in Section 30 hereof.


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


(hh)
“Record Date” shall have the meaning set forth in the recitals to this Agreement.


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


(jj)
“Requesting Person” shall have the meaning set forth in Section 30 hereof.


(kk)
“Rights” shall have the meaning set forth in the recitals to this Agreement.


(ll)
“Rights Agent” shall have the meaning set forth in the preamble to this Agreement.


(mm)
“Rights Certificate” shall have the meaning set forth in Section 3(a) hereof.


(nn)
“Rights Dividend Declaration Date” shall have the meaning set forth in the recitals to this Agreement.


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


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


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


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


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


(tt)
“Stock Acquisition Date” shall mean the first date of public announcement (which, for purposes of this
definition, shall include a report filed or amended pursuant to Section 13(d) under the Exchange Act) by the Company or an Acquiring
Person indicating that an Acquiring Person has become such.


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



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


(ww)
“Summary of Rights” shall have the meaning set forth in Section 3(b) hereof.


(xx)
“Tax Benefits” shall mean a current year net operating loss and the net operating loss carryovers, capital
loss carryovers, general business credit carryovers, alternative minimum tax credit carryovers, foreign tax credit carryovers,
disallowed net business interest expense carryovers, and any other item that may reduce or result in any credit against any income
taxes owed by the Company or any of its Subsidiaries, including, but not limited to, any item subject to limitation under Section
382 or Section 383 of the Code and the Treasury Regulations promulgated thereunder, and any loss or deduction attributable to a
 “net unrealized built-in loss” within the meaning of Section 382 of the Code and the Treasury Regulations promulgated
thereunder.


(yy)
“Trading Day” shall have the meaning set forth in Section 11(d)(i) hereof.


(zz)
“Treasury Regulation” shall mean the final and temporary (but not proposed) tax regulations promulgated
under the Code, as such regulations may be amended from time to time.


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


(bbb)
“Waiver Request” shall have the meaning set forth in Section 31 hereof.


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 also be the holders of the
Common Stock) in accordance with the express terms and conditions hereof, and the Rights Agent hereby accepts such appointment.
Upon ten (10) days’ prior written notice to the Rights Agent, the Company may from time to time appoint co-rights agents
as it may deem necessary or desirable. The Rights Agent will have no duty to supervise, and will in no event be liable for, the
acts or omissions of any such co-rights agents.


Section 3.
Issuance of Rights Certificates.


(a)
Until the earlier of (i) the close of business on the tenth (10th) Business Day after the Stock Acquisition Date (or, if
the tenth (10th) Business Day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record
Date), and (ii) the close of business on the tenth (10th) Business Day (or such later date as the Board shall determine) after
the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit
plan of the Company or of any Subsidiary of the Company, or any Person organized, appointed or established by the Company for or
pursuant to the terms of any such plan) is commenced within the meaning of Rule 14d-2(a) of the General Rules and Regulations under
the Exchange Act, if upon consummation thereof, such Person would become an Acquiring Person (the earlier of (i) and (ii) being
herein referred to as the “Distribution Date”), (x) the Rights will be evidenced (subject to the provisions
of paragraphs (b) and (c) of this Section 3) by the certificates for the Common Stock registered in the names of the holders of
the Common Stock (which certificates evidencing Common Stock shall be deemed also to be certificates evidencing Rights) and not
by separate certificates (or, for book entry shares, by notations in the respective accounts for the Common Stock), and (y) the
Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer
to the Company). As soon as practicable after the Distribution Date, but subject to the following sentence, the Rights Agent will
send by such means as may be selected by the Company, to each record holder of the Common Stock as of the close of business on
the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially
the form of Exhibit B hereto (each a “Rights Certificate”), evidencing one Right for each share of Common Stock
so held, subject to adjustment as provided herein. To the extent that a Triggering Event under Section 11(a)(ii) hereof has also
occurred, the Company may implement such procedures, as it deems appropriate in its sole discretion, to minimize the possibility
that any Person receives Rights, or Rights Certificates evidencing Rights, that would be null and void under Section 7(e) hereof.
Receipt by any Person of a Rights Certificate with respect to any Rights shall not preclude a later determination that such Rights
are null and void pursuant to Section 7(e) hereof. In the event that an adjustment in the number of Rights per share of Common
Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall
make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing
only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution
Date, the Rights will be evidenced solely by such Rights Certificates.



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(b)
The Company will make available, as promptly as practicable following the Record Date, a copy of a Summary of Rights, in
substantially the form attached hereto as Exhibit C (the “Summary of Rights”) to any holder of Rights who may
so request from time to time prior to the Expiration Date. With respect to certificates for the Common Stock outstanding as of
the Record Date, or issued subsequent to the Record Date, unless and until the Distribution Date shall occur, the Rights will be
evidenced by such certificates for the Common Stock (or, for book entry shares, the notations in the respective accounts for the
Common Stock) and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until
the earlier of the Distribution Date and the Expiration Date, the transfer of any shares of Common Stock in respect of which Rights
have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock. Notwithstanding
anything to the contrary set forth in this Agreement, upon the effectiveness of a redemption pursuant to Section 23 hereof or an
exchange pursuant to Section 24 hereof, the Company shall not thereafter issue any additional Rights and, for the avoidance of
doubt, no Rights shall be attached to or shall be issued with any shares of Common Stock (including any shares of Common Stock
issued pursuant to an exchange) at any time thereafter.


(c)
Rights shall be issued in respect of all shares of Common Stock that are issued after the Record Date but prior to the earlier
of the Distribution Date and the Expiration Date. Certificates representing such shares of Common Stock shall also be deemed to
be certificates for Rights, and shall bear substantially the following legend if such certificates are issued after the Record
Date but prior to the earlier of the Distribution Date and the Expiration Date:


This certificate also evidences and entitles the
holder hereof to certain Rights as set forth in the Tax Benefits Preservation Plan between Cord Blood America, Inc. (the “Company”)
and the Rights Agent (including any successor Rights Agent) thereunder, as originally executed and as it may be amended or restated
from time to time, the “Tax Benefits Preservation Plan”), the terms of which are hereby incorporated herein
by reference and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth
in the Tax Benefits Preservation Plan, Rights will be evidenced by separate certificates and will no longer be evidenced by this
certificate. The Company will mail to the holder of this certificate a copy of the Tax Benefits Preservation Plan, as in effect
on the date of mailing, without charge, promptly after receipt of a written request therefor. Under certain circumstances set forth
in the Tax Benefits Preservation Plan, Rights issued to, or held by, any Person that is, was or becomes an Acquiring Person or
any Affiliate or Associate thereof (as such terms are defined in the Tax Benefits Preservation Plan), whether currently held by
or on behalf of such Person or by any subsequent holder, may become null and void.


With respect to such certificates containing the foregoing
legend, until the earlier of (i) the Distribution Date and (ii) the Expiration Date, the Rights associated with the Common Stock
represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also
be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer
of the Rights associated with the Common Stock represented by such certificates. Similarly, during such time periods, transfers
of book entry shares shall also be deemed to be transfers of the associated Rights. In the case of any book entry shares, the Company
shall cause the transfer agent for the Common Stock to include on each account statement with respect thereto issued prior to the
earlier of the Distribution Date and the Expiration Date a notation to the effect that references to Common Stock also include
the associated Rights. With respect to any shares held in book entry form, such legend shall be included in a notice to the record
holder of such shares in accordance with applicable law. Notwithstanding this paragraph (c), the omission of a legend or notation
shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights. In the event that
shares of Common Stock are not represented by certificates, references in this Agreement to certificates shall be deemed to refer
to the notations in the book entry accounts reflecting ownership of such shares.



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Section 4.
Form of Rights Certificates.


(a)
The Rights Certificates (and the forms of election to purchase and of assignment to be printed on the reverse thereof) shall
each be substantially in the form set forth in Exhibit B hereto and may have such marks of identification or designation and such
legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions
of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto
or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed, or to conform to usage.
Subject to the provisions of Section 7, Section 11 and Section 22 hereof, the Rights Certificates, whenever distributed, shall
be dated as of the Record Date, or, in the case of Rights with respect to Common Stock issued or becoming outstanding after the
Record Date, the same date as the date of the share certificate evidencing such shares, and on their face shall entitle the holders
thereof to purchase such number of one one-thousandths of a share of Preferred Stock as shall be set forth therein at the price
set forth therein (such exercise price per one one-thousandth of a share, the “Purchase Price”), but the amount
and type of securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment
as provided herein.


(b)
Any Rights Certificate issued pursuant to Section 3(a), Section 11(i) or Section 22 hereof that represents Rights beneficially
owned by: (i) an Acquiring Person or any Associate or Affiliate of an Acquiring Person, (ii) a transferee of an Acquiring Person
(or of any such Associate or Affiliate) who becomes a transferee after the Acquiring Person becomes such, (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 which such Acquiring Person has any continuing
plan, agreement, arrangement or understanding (whether or not in writing) regarding the transferred Rights or (B) a transfer that
the Board has determined is part of a plan, agreement, arrangement or understanding (whether or not in writing) that has as a primary
purpose or effect the avoidance of Section 7(e) hereof, or (iv) subsequent transferees of such Persons described in clause (i),
(ii) or (iii) of this sentence, and any Rights Certificate issued pursuant to Section 6 or Section 11 hereof upon transfer, exchange,
replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain (to the extent feasible)
a legend in substantially the following form:


The Rights represented by this Rights Certificate
are or were beneficially owned by a Person that was or became an Acquiring Person or an Affiliate or Associate of an Acquiring
Person (as such terms are defined in the Tax Benefits Preservation Plan). Accordingly, this Rights Certificate and the Rights represented
hereby may become null and void in the circumstances specified in Section 7(e) of the Tax Benefits Preservation Plan.


Section 5.
Countersignature and Registration.


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



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


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


(a)
Subject to the provisions of Section 4(b), Section 7(e) and Section 14 hereof, at any time after the close of business on
the Distribution Date, and at or prior to the close of business on the Expiration Date, any Rights Certificate or Rights Certificates
(other than Rights Certificates representing Rights that may have been exchanged pursuant to Section 24 hereof) may be transferred,
split up, combined or exchanged for another Rights Certificate or other Rights Certificates entitling the registered holder to
purchase a like number of one one-thousandths of a share of Preferred Stock (or, following a Triggering Event, Common Stock, other
securities, cash or other assets, as the case may be) as the Rights Certificate or Rights Certificates surrendered then entitle
such holder (or former holder in the case of a transfer) to purchase. Any registered holder desiring to transfer, split up, combine
or exchange any Rights Certificate or Rights Certificates shall make such request in writing delivered to the Rights Agent, and
shall surrender the Rights Certificate or Rights Certificates to be transferred, split up, combined or exchanged at the office
of the Rights Agent designated for such purpose. Notwithstanding anything in this Agreement to the contrary, neither the Rights
Agent nor the Company shall be obligated to take any action whatsoever with respect to the transfer of any such surrendered Rights
Certificate until the registered holder shall have completed and signed the certificate contained in the form of assignment on
the reverse side of such Rights Certificate and shall have provided such additional evidence of the identity of the Beneficial
Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the Company shall reasonably request. Thereupon the Rights
Agent shall, subject to Section 4(b), Section 7(e), Section 14 and Section 24 hereof, countersign (either by manual or facsimile
signature) and deliver to the Person entitled thereto a Rights Certificate or Rights Certificates, as the case may be, as so requested.
The Company or the Rights Agent may require payment from any holder of a Rights Certificate of a sum sufficient to cover any tax
or governmental charge that may be imposed in connection with any transfer, split up, combination or exchange of Rights Certificates.
The Rights Agent shall not have any duty or obligation to take any action under any section of this Agreement that requires the
payment of taxes or charges unless and until it is satisfied that all such payments have been made.


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


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


(a)
Subject to Section 7(e) hereof, at any time after the Distribution Date, the registered holder of any Rights Certificate
may exercise the Rights evidenced thereby (except as otherwise provided herein including the restrictions on exercisability set
forth in Section 9(c), Section 11(a)(iii) and Section 23(a) hereof) in whole or in part upon surrender of the Rights Certificate,
with the form of election to purchase and the certificate on the reverse side thereof properly completed and duly executed, to
the Rights Agent at the office of the Rights Agent designated for such purpose, accompanied by a signature guarantee and such other
documentation as the Rights Agent may reasonably request together with payment of the aggregate Purchase Price with respect to
the total number of one one-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 exercisable, at or prior to the earliest of (i) the Final Expiration Date, (ii)
the time at which the Rights are redeemed or exchanged as provided in Section 23 and Section 24 hereof, and (iii) the time at which
the Board determines that this Agreement is no longer necessary or desirable for the preservation of Tax Benefits (the earliest
of (i)-(iii) being herein referred to as the “Expiration Date”).



    	9



     


    




(b)
The Purchase Price for each one one-thousandth of a share of Preferred Stock pursuant to the exercise of a Right initially
shall be $0.0001, shall be subject to adjustment from time to time as provided in Section 11 and Section 13(a) hereof and shall
be payable in accordance with paragraph (c) below.


(c)
Upon receipt of a Rights Certificate representing exercisable Rights, with the form of election to purchase and the certificate
contained therein duly completed and executed, accompanied by payment, with respect to each Right so exercised, of the Purchase
Price per one one-thousandth of a share of Preferred Stock (or other shares, securities, cash or other assets, as the case may
be) to be purchased as set forth below and an amount equal to any applicable transfer tax required to be paid by the holder of
the Rights Certificate in accordance with Section 9(e) hereof, the Rights Agent shall, subject to Section 7(f) and Section 20(j)
hereof, thereupon promptly (i) (A) requisition from any transfer agent of the shares of Preferred Stock (or make available, if
the Rights Agent is the transfer agent for such shares) certificates for the total number of one one-thousandths of a share of
Preferred Stock to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests,
or (B) if the Company shall have elected to deposit the total number of shares of Preferred Stock issuable upon exercise of the
Rights hereunder with a depositary agent, requisition from the depositary agent depositary receipts representing such number of
one one-thousandths of a share of Preferred Stock as are to be purchased (in which case certificates for the shares of Preferred
Stock represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company will direct
the depositary agent to comply with such request, (ii) requisition from the Company the amount of cash, if any, to be paid in lieu
of fractional shares in accordance with Section 14 hereof, (iii) after receipt of such certificates or depositary receipts, cause
the same to be delivered to or, upon the order of the registered holder of such Rights Certificate, registered in such name or
names as may be designated by such holder, and (iv) after receipt thereof, deliver such cash, if any, to or upon the order of the
registered holder of such Rights Certificate. The payment of the Purchase Price (as such amount may be reduced pursuant to Section
11(a)(iii) hereof) shall be made in cash or by certified bank check or bank draft payable to the order of the Company. In the event
that the Company is obligated to issue other securities (including Common Stock) of the Company, pay cash and/or distribute other
property pursuant to Section 11(a) hereof, the Company will make all arrangements necessary so that such other securities, cash
and/or other property are available for distribution by the Rights Agent, if and when appropriate. The Company reserves the right
to require prior to the occurrence of a Triggering Event that, upon any exercise of Rights, a number of Rights be exercised so
that only whole shares of Preferred Stock would be issued.


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


(e)
Notwithstanding anything in this Agreement to the contrary, from and after the first occurrence of a Section 11(a)(ii) Event,
any Rights beneficially owned by (i) an Acquiring Person or an Associate or Affiliate of an Acquiring Person, (ii) a transferee
of an Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee after the Acquiring Person becomes such,
(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 which the Acquiring Person
has any continuing plan, agreement, arrangement or understanding (whether or not in writing) regarding the transferred Rights or
(B) a transfer that the Board has determined is part of a plan, agreement, arrangement or understanding (whether or not in writing)
that has as a primary purpose or effect the avoidance of this Section 7(e), or (iv) subsequent transferees of such Persons described
in clauses (i)-(iii) of this sentence, shall become null and void without any further action and no holder of such Rights shall
have any rights whatsoever with respect to such Rights, whether under any provision of this Agreement or otherwise, and such Rights
shall not be transferable. The Company shall use all reasonable efforts to ensure that the provisions of this Section 7(e) and
Section 4(b) hereof are complied with, but the Company and the Rights Agent shall have no liability to any holder of Rights Certificates
or any other Person as a result of the Company’s failure to make any determinations with respect to an Acquiring Person or
any of such Acquiring Person’s Affiliates or Associates or their respective transferees hereunder.



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


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


Section 9.
Reservation and Availability of Capital Stock.


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


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


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


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



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


Section 10.
Preferred Stock Record Date. Each Person in the name of which any certificate for a number of one one-thousandths
of a share of Preferred Stock (or Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights
shall for all purposes be deemed to have become the holder of record of such fractional shares of Preferred Stock (or Common Stock
and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the
Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and all applicable transfer taxes)
was made; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Stock
(or Common Stock and/or other securities, as the case may be) transfer books of the Company are closed, such Person shall be deemed
to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding
Business Day on which the Preferred Stock (or Common Stock and/or other securities, as the case may be) transfer books of the Company
are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Rights Certificate shall not be entitled to any
rights of a shareholder of the Company with respect to shares for which the Rights shall be exercisable, including 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 Purchase Price, Number and Kind of Shares or Number of Rights. The Purchase Price, the number and kind
of shares covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in
this Section 11.


(a)                
 


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



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(ii)
Subject to Section 24 hereof, in the event that any Person shall, at any time after the Rights Dividend Declaration Date,
become an Acquiring Person, unless the event causing such Person to become an Acquiring Person is a transaction set forth in Section
13(a) hereof, then, promptly following the occurrence of such event, proper provision shall be made so that each holder of a Right
(except as provided below and in Section 7(e) hereof) shall thereafter have the right to receive, upon exercise thereof at the
then current Purchase Price in accordance with the terms of this Agreement, in lieu of a number of one one-thousandths of a share
of Preferred Stock, such number of shares of Common Stock as shall equal the result obtained by (x) multiplying the then current
Purchase Price by the then number of one one-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, and (y) dividing that product (which, following such first occurrence,
shall thereafter be referred to as the “Purchase Price” for each Right and for all purposes of this Agreement)
by fifty percent (50%) of the Current Market Price (determined pursuant to Section 11(d) hereof) per share of Common Stock on the
date of such first occurrence (such number of shares, the “Adjustment Shares”).


(iii)
In the event that the number of shares of Common Stock that is authorized by the Amended and Restated Articles of Incorporation
of the Corporation (as amended and supplemented to date and as may be amended, restated, supplemented or corrected from time to
time, the “Articles 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 shall (A) determine the value of the Adjustment Shares issuable upon the exercise of a
Right (the “Current Value”), and (B) with respect to each Right (subject to Section 7(e) hereof), make adequate
provision to substitute for the Adjustment Shares, upon the exercise of a Right and payment of the applicable Purchase Price, (1)
cash, (2) a reduction in the Purchase Price, (3) Common Stock or other equity securities of the Company (including shares, or units
of shares, of preferred stock, such as the Preferred Stock, that the Board has deemed to have essentially the same value or economic
rights as shares of Common Stock (such shares of preferred stock being referred to as “Common Stock Equivalents”)),
(4) debt securities of the Company, (5) other assets, or (6) any combination of the foregoing, having an aggregate value equal
to the Current Value (less the amount of any reduction in the Purchase Price), where such aggregate value has been determined by
the Board based upon the advice of a nationally recognized investment banking firm selected by the Board; provided, however, that
if the Company shall not have made adequate provision to deliver value pursuant to clause (B) above within 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 Purchase Price, shares of Common Stock (to the extent available) and then, if necessary, cash, which shares and/or
cash have an aggregate value equal to the Spread. For purposes of the preceding sentence, the term “Spread”
shall mean the excess of (i) the Current Value over (ii) the Purchase Price. If the Board determines in good faith that it is likely
that sufficient additional shares of Common Stock could be authorized for issuance upon exercise in full of the Rights, the thirty
(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 thirty
(30) day period, as it may be extended, being herein called the “Substitution Period”). To the extent that the
Company determines that action should be taken pursuant to the first and/or third sentences of this Section 11(a)(iii), the Company
(1) shall provide, subject to Section 7(e) hereof, that such action shall apply uniformly to all outstanding Rights, and (2) may
suspend the exercisability of the Rights until the expiration of the Substitution Period in order to seek such shareholder approval
for such authorization of additional shares and/or to decide the appropriate form of distribution to be made pursuant to such first
sentence and to determine the value thereof. In the event of any such suspension, the Company shall issue a public announcement
stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as
the suspension is no longer in effect. For purposes of this Section 11(a)(iii), the value of each Adjustment Share shall be the
Current Market Price per share of the Common Stock on the Section 11(a)(ii) Trigger Date and the per share or per unit value of
any Common Stock Equivalent shall be deemed to equal the Current Market Price per share of the Common Stock on such date.



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(b)
In case the Company shall fix a record date for the issuance of rights, options or warrants to all holders of shares of
Preferred Stock entitling them to subscribe for or purchase (for a period expiring within forty-five (45) calendar days after such
record date) shares of Preferred Stock (or shares having the same rights, privileges and preferences as the shares of Preferred
Stock (“Equivalent Preferred Stock”)) or securities convertible into Preferred Stock or Equivalent Preferred
Stock at a price per share of Preferred Stock or per share of Equivalent Preferred Stock (or having a conversion price per share,
if a security convertible into Preferred Stock or Equivalent Preferred Stock) less than the Current Market Price (as determined
pursuant to Section 11(d) hereof) per share of Preferred Stock on such record date, the Purchase Price to be in effect after such
record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction,
the numerator of which shall be the number of shares of Preferred Stock outstanding on such record date, plus the number of shares
of Preferred Stock that the aggregate offering price of the total number of shares of Preferred Stock and/or Equivalent Preferred
Stock so to be offered (and/or the aggregate initial conversion price of the convertible securities so to be offered) would purchase
at such Current Market Price, and the denominator of which shall be the number of shares of Preferred Stock outstanding on such
record date, plus the number of additional shares of Preferred Stock and/or Equivalent Preferred Stock to be offered for subscription
or purchase (or into which the convertible securities so to be offered are initially convertible). In case such subscription price
may be paid by delivery of consideration, part or all of which may be in a form other than cash, the value of such consideration
shall be as determined in good faith by the Board, the determination of which shall be described in a written statement filed with
the Rights Agent and shall be binding on the Rights Agent and the holders of the Rights. Shares of Preferred Stock owned by or
held for the account of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustment shall
be made successively whenever such a record date is fixed, and in the event that such rights or warrants are not so issued, the
Purchase Price shall be adjusted to be the Purchase Price that would then be in effect if such record date had not been fixed.


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


(d)                
 


(i)
For the purpose of any computation hereunder, other than computations made pursuant to Section 11(a)(iii) hereof, the “Current
Market Price” per share of Common Stock on any date shall be deemed to be the lesser of (A) the average of the daily
closing prices per share of Common Stock for the thirty (30) consecutive Trading Days immediately prior to such date and (B) the
average of the daily closing prices per share of Common Stock for the five (5) consecutive Trading Days immediately prior to such
date, and for purposes of computations made pursuant to Section 11(a)(iii) hereof, the Current Market Price per share of Common
Stock on any date shall be deemed to be the average of the daily closing prices per share of Common Stock for the ten (10) consecutive
Trading Days immediately following such date; provided, however, that in the event that the Current Market Price
per share of Common Stock is determined during a period following the announcement by the issuer of such Common Stock of (A) a
dividend or distribution on such Common Stock payable in shares of such Common Stock or securities convertible into shares of such
Common Stock (other than the Rights), or (B) any subdivision, combination, consolidation, reverse stock split or reclassification
of such Common Stock, and the ex-dividend date for such dividend or distribution, or the record date for such subdivision, combination,
consolidation, reverse stock split or reclassification, shall not have occurred prior to the commencement of the requisite trading
period, as set forth above, then, and in each such case, the Current Market Price shall be properly adjusted to take into account
ex-dividend trading. The closing price for each day shall be the last sale price, regular way, or, in case no such sale takes place
on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated
transaction reporting system with respect to securities quoted on or listed or admitted to trading on the OTC Marketplace or, if
the shares of Common Stock are not quoted on or listed or admitted to trading on the OTC Marketplace, as reported in the principal
consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which
the shares of Common Stock are listed or admitted to trading or, if the shares of Common Stock are not listed or admitted to trading
on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices
in the over-the-counter market, as reported as of 4:00 p.m., New York City time, by such system then in use, or, if on any such
date the shares of Common Stock are not so quoted by any such organization, the average of the closing bid and asked prices as
furnished by a professional market maker making a market in the Common Stock selected by the Board. If on any such date no market
maker is making a market in the Common Stock, the fair value of such shares on such date as determined in good faith by the Board
shall be used. The term “Trading Day” shall mean a day on which the principal national securities exchange on
which the shares of Common Stock are listed or admitted to trading is open for the transaction of business or, if the shares of
Common Stock are not listed or admitted to trading on any national securities exchange, a Business Day. If the Common Stock is
not publicly held or not so listed or traded, the Current Market Price per share shall mean the fair value per share as determined
in good faith by the Board, the determination of which shall be described in a written statement filed with the Rights Agent and
shall be conclusive for all purposes and shall be binding on the Rights Agent and the holders of the Rights.



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(ii)
For the purpose of any computation hereunder, the Current Market Price per share of Preferred Stock shall be determined
in the same manner as set forth above for the Common Stock in clause (i) of this Section 11(d) (other than the last sentence thereof).
If the Current Market Price per share of Preferred Stock cannot be determined in the manner provided above or if the Preferred
Stock is not publicly held or listed or traded in a manner described in clause (i) of this Section 11(d), the Current Market Price
per share of Preferred Stock shall be conclusively deemed to be an amount equal to one thousand (1,000) (as such number may be
appropriately adjusted for such events as stock splits, stock dividends and recapitalizations with respect to the Common Stock
occurring after the date of this Agreement) multiplied by the Current Market Price per share of the Common Stock. If neither the
Common Stock nor the Preferred Stock is publicly held or so listed or traded, Current Market Price per share of the Preferred Stock
shall mean the fair value per share as determined in good faith by the Board, the determination of which shall be described in
a written statement filed with the Rights Agent and shall be conclusive for all purposes and shall be binding on the Rights Agent
and the holders of the Rights.


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


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



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


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


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


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


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


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



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


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


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


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


Section 12.
Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section
11 and Section 13 hereof, the Company shall (a) promptly prepare a certificate setting forth such adjustment and a brief statement
of the facts accounting for such adjustment, (b) promptly file with the Rights Agent, and with each transfer agent for the Preferred
Stock and the Common Stock, a copy of such certificate and (c) if a Distribution Date has occurred, mail a brief summary thereof
to each holder of a Rights Certificate in accordance with Section 25 hereof. The Rights Agent shall be fully protected in relying
on any such certificate and on any adjustment or statement therein contained.



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Section 13.
Consolidation or Merger, Cash Flow or Earning Power.


(a)
In the event that, following the Stock Acquisition Date, directly or indirectly, (x) the Company shall consolidate with,
or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction that complies with Section 11(o)
hereof), and the Company shall not be the continuing or surviving entity of such consolidation or merger or (y) any Person (other
than a Subsidiary of the Company in a transaction that complies with Section 11(o) hereof) shall consolidate with, or merge with
or into, the Company, and the Company shall be the continuing or surviving entity of such consolidation or merger and, in connection
with such consolidation or merger, all or part of the outstanding shares of Common Stock shall be changed into or exchanged for
stock or other securities of any other Person or cash or any other property, then, and in each such case, proper provision shall
be made so that: (i) each holder of a Right, except as provided in Section 7(e) hereof, shall thereafter have the right to receive,
upon the exercise thereof at the then current Purchase Price in accordance with the terms of this Agreement, such number of validly
authorized and issued, fully paid, non-assessable and freely tradeable shares of Common Stock of the Principal Party, not subject
to any liens, encumbrances, rights of first refusal or other adverse claims, as shall be equal to the result obtained by (1) multiplying
the then current Purchase Price by the number of one one-thousandths of a share of Preferred Stock for which a Right is exercisable
immediately prior to the first occurrence of a Section 13 Event (or, if a Section 11(a)(ii) Event has occurred prior to the first
occurrence of a Section 13 Event, multiplying the number of such one one-thousandths of a share for which a Right was exercisable
immediately prior to the first occurrence of a Section 11(a)(ii) Event by the Purchase Price in effect immediately prior to such
first occurrence of a Section 11(a)(ii) Event), and (2) dividing that product (which, following the first occurrence of a Section
13 Event, shall be referred to as the “Purchase Price” for each Right and for all purposes of this Agreement)
by fifty percent (50%) of the Current Market Price (determined pursuant to Section 11(d)(i) hereof) per share of the Common Stock
of such Principal Party on the date of consummation of such Section 13 Event; (ii) such Principal Party shall thereafter be liable
for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement;
(iii) the term “Company” shall thereafter be deemed to refer to such Principal Party, it being specifically
intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a
Section 13 Event; (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient
number of shares of its Common Stock) in connection with the consummation of any such transaction as may be necessary to assure
that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its shares of Common
Stock thereafter deliverable upon the exercise of the Rights; and (v) the provisions of Section 11(a)(ii) hereof shall be of no
effect following the first occurrence of any Section 13 Event.


(b)
“Principal Party” shall mean, in the case of any transaction described in clause (x) or (y) of the first
sentence of Section 13(a) hereof, the Person that is the issuer of any securities into which shares of Common Stock are converted
in such merger, consolidation or share exchange, and if no securities are so issued, the Person that is the other party to such
merger, consolidation or share exchange; provided, however, that, (1) if the Common Stock of such Person is not at
such time and has not been continuously over the preceding twelve (12) month period registered under Section 12 of the Exchange
Act, and such Person is a direct or indirect Subsidiary of another Person the Common Stock of which is and has been so registered,
 “Principal Party” shall refer to such other Person; and (2) in case such Person is a Subsidiary, directly or
indirectly, of more than one Person, the Common Stock of two or more of which is and has been so registered, “Principal
Party” shall refer to whichever of such Persons is the issuer of the Common Stock having the greatest aggregate market
value.


(c)
The Company shall not consummate any such consolidation, merger or share exchange unless the Principal Party shall have
a sufficient number of authorized shares of its Common Stock that have not been issued or reserved for issuance to permit the exercise
in full of the Rights in accordance with this Section 13 and unless prior thereto the Company and such Principal Party shall have
executed and delivered to the Rights Agent a supplemental agreement providing for the terms set forth in paragraphs (a) and (b)
of this Section 13 and further providing that, as soon as practicable after the date of any consolidation or merger mentioned in
paragraph (a) of this Section 13, the Principal Party will:


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


(ii)
take all such other action as may be necessary to enable the Principal Party to issue the securities purchasable upon exercise
of the Rights, including but not limited to the registration or qualification of such securities under all requisite securities
laws or “blue sky” laws of jurisdictions of the various states and the listing of such securities on such exchanges
and trading markets as may be necessary or appropriate; and



    	18



     


    




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


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


Section 14.
Fractional Rights and Fractional Shares.


(a)
The Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section
11(p) hereof, or to distribute Rights Certificates that evidence fractional Rights. In lieu of such fractional Rights, the Company
shall pay to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable,
an amount in cash equal to the same fraction of the current market value of a whole Right. For purposes of this Section 14(a),
the current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the
date on which such fractional Rights would have been otherwise issuable. The closing price of the Rights for any Trading 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
quoted on or listed or admitted to trading on the OTC Marketplace or, if the Rights are not quoted on or listed or admitted to
trading on the OTC Marketplace, as reported in the principal consolidated transaction reporting system with respect to securities
listed on the principal national securities exchange on which the Rights are listed or admitted to trading, or if the Rights are
not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average
of the high bid and low asked prices in the over-the-counter market, as reported as of 4:00 p.m., New York City time, by such system
then in use or, if on any such date the Rights are not quoted by any such organization, the average of the closing bid and asked
prices as furnished by a professional market maker making a market in the Rights, selected by the Board. If on any such date no
such market maker is making a market in the Rights, the fair value of the Rights on such date as determined in good faith by the
Board shall be used.


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


(c)
Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of shares of Common
Stock upon exercise of the Rights or to distribute certificates that evidence fractional shares of Common Stock. In lieu of fractional
shares of Common Stock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised
as herein provided an amount in cash equal to the same fraction of the current market value of one (1) share of Common Stock. For
purposes of this Section 14(c), the current market value of one (1) share of Common Stock shall be the closing price per share
of Common Stock (as determined pursuant to Section 11(d)(i) hereof) on the Trading Day immediately prior to the date of such exercise.



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


(e)
Whenever a payment for fractional Rights or fractional shares is to be made by the Rights Agent under any section of this
Agreement, the Company shall (i) promptly prepare and deliver to the Rights Agent a certificate setting forth in reasonable detail
the facts related to such payments and the prices and formulas utilized in calculating such payments, and (ii) provide sufficient
monies to the Rights Agent in the form of fully collected funds to make such payments. The Rights Agent shall have no obligation
to make fractional payments unless the Company shall have provided the necessary funds to pay in full all amounts due and payable
with respect thereto. The Rights Agent shall be fully protected in relying upon such a certificate and shall have no duty with
respect to, and shall not be deemed to have knowledge of, any payment for fractional Rights or fractional shares under any section
of this Agreement relating to the payment of fractional Rights or fractional shares unless and until the Rights Agent shall have
received such a certificate and sufficient monies from the Company.


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


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


(a)
prior to the Distribution Date, the Rights will be transferable only in connection with the transfer of shares of Common
Stock;


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


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


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



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Section 17.
Rights Certificate Holder Not Deemed a Shareholder. No holder, as such, of any Rights Certificate shall be entitled
to vote, receive dividends or be deemed for any purpose to be the holder of the number of one one-thousandths of a share of Preferred
Stock or any other securities of the Company that may at any time be issuable on the exercise or exchange of the Rights represented
thereby, nor shall anything contained herein or in any Rights Certificate be construed to confer upon the holder of any Rights
Certificate, as such, any of the rights of a 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 with respect to any corporate action,
or to receive notice of meetings or other actions affecting shareholders (except as provided in Section 25 hereof), or to receive
dividends or subscription rights, or otherwise, until the Right or Rights evidenced by such Rights Certificate shall have been
exercised or exchanged in accordance with the provisions hereof.


Section 18.
Concerning the Rights Agent.


(a)
The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from
time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and disbursements and other 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 and its employees, directors and its officers for, and to hold it harmless against, any
loss, liability or expense that may be paid, incurred or suffered by it without gross negligence, bad faith or willful misconduct
on the part of the Rights Agent (as determined by a court of competent jurisdiction in a final non-appealable judgment), for anything
done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement and performance of its
obligations hereunder, including the costs and expenses of defending against any claim of liability.


(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 and performance of its obligations hereunder in reliance upon any
Rights Certificate or certificate for Common Stock or for other securities of the Company (including in the case of uncertificated
securities, by notation in book entry accounts reflecting ownership), instrument of assignment or transfer, power of attorney,
endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document believed by it to
be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons.


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


(a)
Any Person into which the Rights Agent or any successor Rights Agent may be merged or with which it may be consolidated,
or any Person resulting from any merger or consolidation to which the Rights Agent or any successor Rights Agent shall be a party,
or any Person succeeding to the corporate trust, stock transfer or other 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; but only if such Person would be eligible for appointment as
a successor Rights Agent under the provisions of Section 21 hereof. In case at the time such successor Rights Agent shall succeed
to the agency created by this Agreement, any of the Rights Certificates shall have been countersigned but not delivered, any such
successor Rights Agent may adopt the countersignature of a predecessor Rights Agent and deliver such Rights Certificates so countersigned;
and in case at that time any of the Rights Certificates shall not have been countersigned, any successor Rights Agent may countersign
such Rights Certificates either in the name of the predecessor or in the name of the successor Rights Agent; and in all such cases
such Rights Certificates shall have the full force provided in the Rights Certificates and in this Agreement.


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



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


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


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


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


(d)
The Rights Agent shall not be under any responsibility in respect of the validity of this Agreement or the execution and
delivery hereof (except the due execution hereof by the Rights Agent) or in respect of the validity or execution of any Rights
Certificate (except its countersignature thereof); shall not be responsible for any breach by the Company of any covenant or condition
contained in this Agreement or in any Rights Certificate; shall not be responsible for any adjustment required under the provisions
of Section 11, Section 13 or Section 24 hereof or responsible for the manner, method or amount of any such adjustment or the ascertaining
of the existence of facts that would require any such adjustment (except with respect to the exercise of Rights evidenced by Rights
Certificates after actual written notice of any such adjustment); shall not by any act hereunder be deemed to make any representation
or warranty as to the authorization or reservation of any shares of Preferred Stock or Common Stock or other securities to be issued
pursuant to this Agreement or any Rights Certificate or as to whether any shares of Preferred Stock or Common Stock will, when
so issued, be validly authorized and issued, fully paid and non-assessable; and shall not be responsible for the independent investigation
of the accuracy of any information, certificate, instrument or written instruction delivered to the Rights Agent by the Company.


(e)
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.


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


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



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(h)
The Rights Agent may execute and exercise any of the rights or powers hereby vested in it or perform any duty hereunder
either itself (through its directors, officers and employees) or by or through its attorneys or agents, and the Rights Agent shall
not be answerable or accountable for any act, default, neglect or misconduct of any such attorneys or agents or for any loss to
the Company resulting from any such act, default, neglect or misconduct, absent negligence bad faith or willful misconduct in the
selection and continued employment thereof.


(i)
No provision of this Agreement shall require the Rights Agent to expend or risk its own funds or otherwise incur any financial
liability in the performance of any of its duties hereunder (other than internal costs incurred by the Rights Agent in providing
services to the Company in the ordinary course of its business as Rights Agent and for which it shall be compensated pursuant to
Section 18(a)) or in the exercise of its rights if it reasonably believes that repayment of such funds or adequate indemnification
against such risk or liability is not reasonably assured to it.


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


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


Section 22.
Issuance of New Rights Certificates. Notwithstanding any of the provisions of this Agreement or of the Rights to
the contrary, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by
the Board to reflect any adjustment or change in the Purchase Price and the number or kind or class of shares or other securities
or property purchasable under the Rights Certificates made in accordance with the provisions of this Agreement. In addition, in
connection with the issuance or sale of shares of Common Stock following the Distribution Date and prior to the redemption, exchange
or expiration of the Rights, the Company (a) shall, with respect to shares of Common Stock so issued or sold (x) pursuant to the
exercise of stock options or pursuant to awards under any employee plan or arrangement, which stock options or awards are outstanding
as of the Distribution Date (unless the Board or a duly authorized committee thereof has determined to make other equitable adjustments
or the agreements underlying such stock options or awards provide otherwise), or (y) upon the exercise, conversion or exchange
of securities issued by the Company after the date of this Agreement (except as may otherwise be provided in the instrument(s)
governing such securities), and (b) may, in any other case, if deemed necessary or appropriate by the Board, issue Rights Certificates
representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no such Rights
Certificate shall be issued if, and to the extent that, the Company shall be advised by counsel that such issuance would create
a significant risk of material adverse tax consequences to the Company or the Person to whom such Rights Certificate would be issued,
and (ii) no such Rights Certificate shall be issued if, and to the extent that, appropriate adjustment shall otherwise have been
made in lieu of the issuance thereof.



    	23



     


    




Section 23.
Redemption and Termination.


(a)
The Board may, at its option, at any time prior to the earlier of (i) the close of business on the tenth (10th) Business
Day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close
of business on the tenth (10th) Business Day following the Record Date) and (ii) the Final Expiration Date, direct the Company
to, and, if so directed, the Company shall, redeem all but not less than all of the then outstanding Rights at a redemption price
of $0.0001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction
occurring after the date hereof (such redemption price being hereinafter referred to as the “Redemption Price”).
Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence
of a Section 11(a)(ii) Event until such time as the Company’s right of redemption hereunder has expired. The Company may,
at its option, pay the Redemption Price in cash, shares of Common Stock (based on the Current Market Price of the Common Stock
at the time of redemption) or any other form of consideration deemed appropriate by the Board. The redemption of the Rights may
be made effective at such time, on such basis and with such conditions as the Board in its sole discretion may establish.


(b)
Immediately upon the action of the Board ordering the redemption of the Rights, written evidence of which shall have been
filed with the Rights Agent and without any further action and without any notice, the right to exercise the Rights will terminate
and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly
after the action of the Board ordering the redemption of the Rights, the Company shall give written notice of such redemption to
the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at each holder’s
last address as it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books
of the transfer agent for the Common Stock. Any notice that is mailed in the manner herein provided shall be deemed given, whether
or not the holder receives such notice. The failure to give, or any defect in, such notice shall not affect the validity of such
redemption. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made.


(c)
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 and other than in connection with the purchase or
repurchase by any of them of Common Stock prior to the Distribution Date.


Section 24.
Exchange.


(a)
The Board may, at its option, at any time after any Person becomes an Acquiring Person, exchange all or part of the then
outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of
Section 7(e) hereof) for shares of Common Stock at an exchange ratio of one (1) share of Common Stock per Right, appropriately
adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio
being hereinafter referred to as the “Exchange Ratio”). Notwithstanding the foregoing, the Board shall not be
empowered to effect such exchange at any time after (i) any Person (other than the Company, any Subsidiary of the Company, any
employee benefit plan of the Company or any such Subsidiary, or any entity holding shares of Common Stock for or pursuant to the
terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of fifty percent
(50%) or more of the Common Stock then outstanding or (ii) the occurrence of a Section 13 Event.



    	24



     


    




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


(c)
Following the action of the Board ordering the exchange of any Rights pursuant to subsection (a) of this Section 24, the
Company may implement such procedures in its sole discretion as it deems appropriate for the purpose of ensuring that the Common
Stock (or such other consideration) issuable upon an exchange pursuant to this Section 24 not be received by holders of Rights
that have become null and void pursuant to Section 7(e) hereof. In furtherance thereof, if so directed by the Company, shares of
Common Stock (or other consideration) potentially issuable upon an exchange pursuant to this Section 24 to holders of Rights that
have not verified to the satisfaction of the Company, in its sole discretion, that they are not Acquiring Persons may be deposited
in a trust established by the Company pending receipt of appropriate verification. To the extent that such trust is established,
holders of Rights entitled to receive such shares of Common Stock (or other consideration) pursuant to an exchange pursuant to
this Section 24 that have not previously received such shares of Common Stock (or other consideration) shall be entitled to receive
such shares of Common Stock (or other consideration) (and any dividends paid or distributions made thereon after the date on which
such shares of Common Stock (or other consideration) are deposited in the trust) only from the trust and solely upon compliance
with the relevant terms and provisions of the applicable trust agreement.


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


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


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



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Section 25.
Notice of Certain Events.


(a)
In case the Company shall propose, at any time after the Distribution Date, (i) to pay any dividend payable in stock of
any class to the holders of Preferred Stock or to make any other distribution to the holders of Preferred Stock (other than a regular
quarterly cash dividend out of earnings or retained earnings of the Company), or (ii) to offer to the holders of Preferred Stock
rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock or shares of stock of any class or
any other securities, rights or options, or (iii) to effect any reclassification of its Preferred Stock (other than a reclassification
involving only the subdivision of outstanding shares of Preferred Stock), or (iv) to effect any consolidation or merger into or
with any other Person (other than a Subsidiary of the Company in a transaction that complies with Section 11(o) hereof), to effect
any share exchange with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale
or other transfer), in one transaction or a series of related transactions, of more than fifty percent (50%) of the assets, cash
flow or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company
and/or any of its Subsidiaries in one or more transactions each of which complies with Section 11(o) hereof), or (v) to effect
the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall give to each holder of a
Rights Certificate, to the extent feasible and in accordance with Section 26 hereof, a notice of such proposed action, which shall
specify the record date for the purposes of such stock dividend, distribution of rights or warrants, or the date on which such
reclassification, consolidation, merger, sale, share exchange, transfer, liquidation, dissolution, or winding up is to take place
and the date of participation therein by the holders of the shares of Preferred Stock, if any such date is to be fixed, and such
notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 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 Preferred Stock, whichever shall be the earlier.


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


Section 26.
Notices.


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


Cord Blood America, Inc.

1857 Helm Drive

Las Vegas, NV 89119

Attention: Corporate Secretary


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


Issuer Direct Corporation

500 Perimeter Park Drive, Suite D

Morrisville, NC 27560

Attention:


(c)
Notices or demands authorized by this Agreement to be given or made by the Company or the Rights Agent to the holder of
any Rights Certificate (or, if prior to the Distribution Date, to the holder of shares of Common Stock) shall be sufficiently given
or made if sent or delivered by recognized national overnight delivery service or 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 Distribution Date, the Company and the Rights Agent shall, if the Company
so directs, supplement or amend any provision of this Agreement without the approval of any holders of shares of Common Stock.
From and after the Distribution Date, the Company and the Rights Agent shall, if the Company so directs, supplement or amend this
Agreement without the approval of any holders of Rights Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement
any provision contained herein that may be defective or inconsistent with any other provisions herein, (iii) to shorten or lengthen
any time period hereunder or (iv) to change or supplement the provisions hereunder in any manner that the Company may deem necessary
or desirable and that shall not adversely affect the interests of the holders of Rights Certificates (other than an Acquiring Person
or an Affiliate or Associate of an Acquiring Person). Upon the delivery of a certificate from an Appropriate Officer of the Company
that states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall
execute such supplement or amendment; provided that any supplement or amendment other than to Sections 18, 19, 20, 22, 27 or 32
hereof that does not supplement or amend this Agreement in a manner adverse to the Rights Agent shall become effective immediately
upon execution by the Company, whether or not also executed by the Rights Agent. Notwithstanding anything herein to the contrary,
this Agreement may not be amended (other than pursuant to clauses (i) or (ii) of the second sentence of this Section 27) at a time
when the Rights are not redeemable. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident
with the interests of the holders of shares of Common Stock.


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; provided, however, that this Agreement
shall not be assignable by either party without prior written consent of the other party.


Section 29.
Determinations and Actions by the Board, etc. The Board shall have the exclusive power and authority to administer
this Agreement and to exercise all rights and powers specifically granted to the Board or to the Company, or as may be necessary
or advisable in the administration of this Agreement, including the right and power to (i) interpret the provisions of this Agreement
and the provisions of Section 382 and the Treasury Regulations promulgated thereunder, and (ii) make all determinations deemed
necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or
to amend this Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause
(y) below, all omissions with respect to the foregoing) that are done or made by the Board in good faith, shall (x) be final, conclusive
and binding on the Company, the Rights Agent, the holders of the Rights and all other Persons, and (y) not subject the Board or
any of the directors on the Board to any liability to the holders of the Rights.


Section 30.
Process to Seek Prior Approval of the Company before a Trigger Event. Any Person seeking Prior Approval of the Company
for an acquisition of Company Securities that would, if consummated, result in such Person being an Acquiring Person (a “Requesting
Person”) may, prior to the Stock Acquisition Date and in accordance with these instructions, request that the Board grant
an exemption with respect to such acquisition under this Agreement so that such Person would be deemed to be an “Exempt Person”
under subsection (vii) of Section 1(a) hereof for purposes of this Agreement (an “Exemption Request”). An Exemption
Request shall be in proper form and shall be delivered by overnight delivery service or first-class mail, postage prepaid, to the
Secretary of the Company at the principal executive office of the Company. The Exemption Request shall be deemed made upon receipt
by the Secretary of the Company. To be in proper form, an Exemption Request shall set forth (i) the name and address of the Requesting
Person, (ii) the number and percentage of shares of Common Stock then Beneficially Owned by the Requesting Person, together with
all Affiliates and Associates of the Requesting Person, and (iii) a reasonably detailed description of the transaction or transactions
by which the Requesting Person would propose to acquire Beneficial Ownership of Common Stock aggregating 4.9% or more of the then
outstanding Common Stock and the maximum number and percentage of shares of Common Stock that the Requesting Person proposes to
acquire. The Board shall make a determination whether to grant an exemption in response to an Exemption Request as promptly as
practicable (and, in any event, within ten (10) Business Days) after receipt thereof; provided, that the failure of the Board to
make a determination within such period shall be deemed to constitute the denial by the Board of the Exemption Request. The Requesting
Person shall respond promptly to reasonable and appropriate requests for additional information from the Board and its advisors
to assist the Board in making its determination. For purposes of considering the Exemption Request, any calculation of the number
of shares of Common Stock outstanding at any particular time, including for purposes of determining the particular percentage of
such outstanding Common Stock of which any Person is the Beneficial Owner, shall be made pursuant to and in accordance with Section
382 of the Code and the Treasury Regulations thereunder. Any exemption granted hereunder may be granted in whole or in part, and
may be subject to limitations or conditions (including a requirement that the Requesting Person agree that it will not acquire
Beneficial Ownership of shares of Common Stock in excess of the maximum number and percentage of shares approved by the Board),
in each case as and to the extent the Board shall determine necessary or desirable to provide for the protection of the Tax Benefits.
Any Exemption Request may be submitted on a confidential basis and, except to the extent required by applicable law, the Company
shall maintain the confidentiality of such Exemption Request and the Board’s determination with respect thereto, unless the
information contained in the Exemption Request or the Board’s determination with respect thereto otherwise becomes publicly
available.



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Section 31.
Waiver Subsequent to Stock Acquisition Date. The Board may, of its own accord or upon the request of a shareholder
(a “Waiver Request”), subsequent to a Stock Acquisition Date and prior to the Distribution Date, and in accordance
with this Section 31, grant an exemption with respect to any Acquiring Person under this Plan so that such Acquiring Person would
be deemed to be an “Exempt Person” under subsection (vii) of Section 1(a) hereof for purposes of this Agreement. A
Waiver Request shall be in proper form and shall be delivered by overnight delivery service or first-class mail, postage prepaid,
to the Secretary of the Company at the principal executive office of the Company. The Waiver Request shall be deemed made upon
receipt by the Secretary of the Company. To be in proper form, a Waiver Request shall set forth (i) the name and address of the
Acquiring Person, (ii) the number and percentage of shares of Common Stock then Beneficially Owned by the Acquiring Person, together
with all Affiliates and Associates of the Acquiring Person, and (iii) a reasonably detailed description of the transaction or transactions
by which the Acquiring Person acquired Beneficial Ownership of Common Stock aggregating 4.9% or more of the then outstanding Common
Stock and the maximum number and percentage of shares of Common Stock that the Acquiring Person proposes to acquire. The Board
shall make a determination whether to grant an exemption in response to a Waiver Request as promptly as practicable (and, in any
event, within ten (10) Business Days) after receipt thereof; provided, that the failure of the Board to make a determination within
such period shall be deemed to constitute the denial by the Board of the Waiver Request. The Acquiring Person shall respond promptly
to reasonable and appropriate requests for additional information from the Board and its advisors to assist the Board in making
its determination. For purposes of considering the Waiver Request, any calculation of the number of shares of Common Stock outstanding
at any particular time, including for purposes of determining the particular percentage of such outstanding Common Stock of which
any Person is the Beneficial Owner, shall be made pursuant to and in accordance with Section 382 of the Code and the Treasury Regulations
thereunder. Any exemption granted hereunder may be granted in whole or in part, and may be subject to limitations or conditions
(including a requirement that such Acquiring Person agree that it will not acquire Beneficial Ownership of shares of Common Stock
in excess of the maximum number and percentage of shares approved by the Board), in each case as and to the extent the Board shall
determine necessary or desirable to provide for the protection of the Company’s Tax Benefits.


Section 32.
Benefits of this Agreement. Nothing in this Agreement shall be construed to give to any Person other than the Company,
the Rights Agent and the registered holders of the Rights Certificates (and, prior to the Distribution Date, registered holders
of the Common Stock) any legal or equitable right, remedy or claim under this Agreement. This Agreement shall be for the sole and
exclusive benefit of the Company, the Rights Agent and the registered holders of the Rights Certificates (and, prior to the Distribution
Date, registered holders of the Common Stock).


Section 33.
Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction
or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of
this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated; provided,
however, that notwithstanding anything in this Agreement to the contrary, if any such term, provision, covenant or restriction
is held by such court or authority to be invalid, void or unenforceable and the Board determines in its good faith judgment that
severing the invalid language from this Agreement would adversely affect the purpose or effect of this Agreement, the right of
redemption set forth in Section 23 hereof shall be reinstated and shall not expire until the close of business on the tenth Business
Day following the date of such determination by the Board. Without limiting the foregoing, if any provision requiring a specific
group of directors of the Company to act is held by any court of competent jurisdiction or other authority to be invalid, void
or unenforceable, such determination shall then be made by the Board in accordance with applicable law, the Amended and Restated
Articles of Incorporation and the Company’s Amended and Restated Bylaws.


Section 34.
Governing Law. This Agreement, each Right and each Rights Certificate issued hereunder shall be deemed to be a contract
made under the laws of the State of New York (without giving effect to the conflicts of laws principles thereof) and for all purposes
shall be governed by and construed in accordance with the laws of such State applicable to contracts made and to be performed entirely
within such State.



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Section 35.
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.
A signature to this Agreement executed or transmitted electronically shall have the same authority, effect and enforceability as
an original signature. A signature to this Agreement executed or transmitted electronically shall have the same authority, effect
and enforceability as an original signature.


Section 36.
Descriptive Headings; Interpretation. 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. Wherever the
words “include,” “includes” or “including” are used in this Agreement,
they shall be deemed to be followed by the words “without limitation.”


[Signature page follows.]









    	29



     


    

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


	 	CORD BLOOD AMERICA, INC.
	 	 
	 	By:	
        /s/ Anthony Snow

	 	 	Name:	Anthony Snow
	 	 	Title:	Interim President


 


 


	 	ISSUER DIRECT CORPORATION
	 	 
	 	By:	  /s/ Eddie Tobler

 


	 	 	Name:	 Eddie Tobler
	 	 	Title:	Vice President of Stock Transfer


 







 





[Tax Benefits Preservation Plan]














     


     


    

Exhibit A







 





ARTICLES
OF AMENDMENT


TO


ARTICLES
OF INCORPORATION


OF


CORD
BLOOD AMERICA, INC.


DESIGNATING


SERIES
A PREFERRED STOCK


PURSUANT
TO SECTION 607.0602 OF THE


FLORIDA
BUSINESS CORPORATION ACT


 


Cord Blood America, Inc., a corporation
organized and existing under Florida Business Corporation Act (hereinafter called the “Corporation”), in accordance
with the provisions of Section 607.0602 thereof, DOES HEREBY CERTIFY:


FIRST: These Articles of Amendment were
adopted by the Board of Directors on April 24, 2018 in the manner prescribed by Section 607.1002 of the Florida Business Corporation
Act. Shareholder action was not required.


SECOND: That pursuant to the authority
vested in the Board of Directors of the Corporation in accordance with the provisions of the Amended and Restated Articles of Incorporation,
as amended, of the Corporation (the “Articles of Incorporation”), the Board of Directors adopted the following
resolution on April 24, 2018 designating 1,500,000 shares of the Company’s authorized preferred stock as “Series
A Preferred Stock”:


RESOLVED, that pursuant to the authority
vested in the Board of Directors of this Corporation in accordance with the provisions of the Articles of Incorporation, a series
of Preferred Stock, having a par value of $0.0001 per share, of the Corporation be and hereby is created, and that the designation
and number of shares thereof, and the voting and other powers, preferences and relative, participating, optional or other rights
of the shares of such series, and the qualifications, limitations and restrictions thereof, are as follows:


TERMS OF SERIES A PREFERRED STOCK


Section 1Designation and Amount.
Pursuant to these Articles of Amendment to Articles of Incorporation of the Corporation Designating Series A Preferred Stock (these
 “Series A Designations”) there is hereby designated a series of the Corporation’s authorized preferred
stock having a par value of $0.0001 per share (“Preferred Stock”), which series shall be designated as “Series
A Preferred Stock” (the “Series A Preferred Stock”) and the number of shares so designated shall be one
million five hundred thousand (1,500,000). Such number of shares may be increased or decreased by resolution of the Board of Directors;
provided, that no decrease shall reduce the number of shares of Series A Preferred Stock to a number less than the number of shares
then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or
upon the exercise of any options, rights or warrants issuable upon conversion of any outstanding securities issued by the Corporation
convertible into Series A Preferred Stock.


Section 2Dividends and Distributions.


(A)Subject
to the prior and superior rights of the holders of any shares of any series of Preferred Stock (or any similar stock) ranking prior
and superior to the shares of Series A Preferred Stock with respect to dividends, the holders of shares of Series A Preferred Stock,
in preference to the holders of common stock, par value $0.0001 per share, of the Corporation (“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 1st 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) $0.000005 or (b) subject to the provision for adjustment hereinafter
set forth, 50 times the aggregate per share amount of all cash dividends, and 50 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. In the event the Corporation shall at any time after April 25,
2018 (the “Rights Record Date”) (i) declare any dividend on Common Stock payable in shares of Common Stock,
(ii) subdivide the outstanding Common Stock, or (iii) combine or consolidate the outstanding shares of Common Stock into a smaller
number of shares through a reverse stock split or otherwise, then in each such case the amount to which holders of shares of Series
A Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by
multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after
such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such
event.



    	A-1



     


    




(B)The
Corporation shall declare a dividend or distribution on the Series A Preferred Stock as provided in Paragraph (A) above immediately
after it declares a dividend or distribution on the Common Stock (other than a dividend payable in shares of Common Stock); provided
that, in the event no dividend or distribution shall have been declared on the Common Stock during the period between any Quarterly
Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date, a dividend of $0.000005 per share on the Series
A Preferred Stock shall nevertheless be payable on such subsequent Quarterly Dividend Payment Date.


(C)Dividends,
to the extent payable as provide in paragraphs (A) and (B) of this Section, 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 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
no more than thirty (30) days prior to the date fixed for the payment thereof.


Section 3Voting Rights. 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 1,000 votes on all matters submitted to a vote of the shareholders of the Corporation. In the event the Corporation shall at
any time after the Rights Record Date (i) declare or pay any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide
the outstanding Common Stock, or (iii) combine or consolidate the outstanding shares of Common Stock into a smaller number of shares
through a reverse stock split or otherwise, then in each such case the number of votes per share to which holders of shares of
Series A Preferred Stock were entitled immediately prior to such event shall be adjusted by multiplying such number by a fraction
the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of
which is the number of shares of Common Stock that were outstanding immediately prior to such event.


(B)Except
as otherwise provided herein, in any other certificate of designations creating a series of Preferred Stock (or any similar stock),
or by law, the holders of shares of Series A Preferred Stock and the holders of shares of Common Stock shall vote together as one
class on all matters submitted to a vote of shareholders of the Corporation.



    	A-2



     


    




(C)If,
at the time of any annual meeting of shareholders for the election of directors, the equivalent of six quarterly dividends (whether
or not consecutive) payable on any share or shares of Series A Preferred Stock are in default, the number of directors constituting
the Board of Directors of the Corporation shall be increased by two. In addition to voting together with the holders of Common
Stock for the election of other directors of the Corporation, the holders of record of the Series A Preferred Stock, voting separately
as a class to the exclusion of the holders of Common Stock, shall be entitled at such meeting of shareholders (and at each subsequent
annual meeting of shareholders), unless all dividends in arrears on the Series A Preferred Stock have been paid or declared and
set apart for payment prior thereto, to vote for the election of two directors of the Corporation, the holders of any Series A
Preferred Stock being entitled to cast a number of votes per share of Series A Preferred Stock as is specified in paragraph (A) of
this Section 3. Each such additional director shall serve until the next annual meeting of shareholders for the election
of directors, or until his successor shall be elected and shall qualify, or until his right to hold such office terminates pursuant
to the provisions of this Section 3(C). Until the default in payments of all dividends which permitted the election of
said directors shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) may
be removed at any time, without cause, only by the affirmative vote of the holders of the shares of Series A Preferred Stock at
the time entitled to cast a majority of the votes entitled to be cast for the election of any such director at a special meeting
of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and when
such default shall cease to exist, the holders of the Series A Preferred Stock shall be divested of the foregoing special voting
rights, subject to revesting in the event of each and every subsequent like default in payments of dividends. Upon the termination
of the foregoing special voting rights, the terms of office of all persons who may have been elected directors pursuant to said
special voting rights shall forthwith terminate, and the number of directors constituting the Board of Directors shall be reduced
by two. The voting rights granted by this Section 3(C) shall be in addition to any other voting rights granted to
the holders of the Series A Preferred Stock in this Section 3.


(D)Except
as set forth herein, or as otherwise provided by law, 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 authorizing or taking any corporate action.


Section 4Certain Restrictions.


(A)Whenever
quarterly dividends or other 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)redeem
or purchase or otherwise acquire for consideration shares of any stock ranking junior (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 junior 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)redeem
or purchase or otherwise acquire for consideration any shares of Series A Preferred Stock, or any shares of stock ranking on a
parity 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.



    	A-3



     


    




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


Section 5Reacquired Shares.
Any shares of Series A Preferred Stock purchased or otherwise acquired by the Corporation in any manner whatsoever shall be retired
and cancelled promptly after the acquisition thereof. All such shares shall upon their cancellation become authorized but unissued
shares of Preferred Stock and may be reissued as part of a new series of Preferred Stock to be created by resolution or resolutions
of the Board of Directors, subject to the conditions and restrictions on issuance set forth herein, in the Articles of Incorporation,
or in any other certificate of designations creating a series of Preferred Stock (or any similar stock) or as otherwise required
by law.


Section 6Liquidation, Dissolution
or Winding Up.


(A)Upon
any liquidation (voluntary or otherwise), dissolution or winding up of the Corporation, no distribution shall be made to the holders
of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred
Stock unless, prior thereto, the holders of shares of Series A Preferred Stock shall have received an amount equal to $0.000005
per share of Series A Preferred Stock, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether
or not declared, to the date of such payment (the “Series A Liquidation Preference”). Following the payment
of the full amount of the Series A Liquidation Preference, no additional distributions shall be made to the holders of shares of
Series A Preferred Stock unless, prior thereto, the holders of shares of Common Stock shall have received an amount per share (the
 “Common Adjustment”) equal to the quotient obtained by dividing (i) the Series A Liquidation Preference by (ii) 50
(as appropriately adjusted as set forth in subparagraph (C) below to reflect such events as stock splits, stock dividends and recapitalizations
with respect to the Common Stock) (such number in clause (ii), the “Adjustment Number”). Following the payment
of the full amount of the Series A Liquidation Preference and the Common Adjustment in respect of all outstanding shares of Series
A Preferred Stock and Common Stock, respectively, holders of Series A Preferred Stock and holders of shares of Common Stock shall
receive their ratable and proportionate share of the remaining assets to be distributed in the ratio of the Adjustment Number to
1 with respect to such Preferred Stock and Common Stock, on a per share basis, respectively. The merger or consolidation of the
Corporation, regardless of whether the Corporation is the surviving entity in such merger or consolidation, shall not be deemed
to be the liquidation, dissolution or winding up of the Corporation.


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


(C)In
the event the Corporation shall at any time after the Rights Record Date (i) declare any dividend on Common Stock payable in shares
of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine or consolidate the outstanding shares of Common
Stock into a smaller number of shares through a reverse stock split or otherwise, then in each such case the Adjustment Number
in effect immediately prior to such event shall be adjusted by multiplying such Adjustment Number by a fraction the numerator of
which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number
of shares of Common Stock that were outstanding immediately prior to such event.


Section 7Consolidation, Merger,
etc. If the Corporation shall enter into any consolidation, merger, share exchange, 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 each share of Series A Preferred Stock shall at the same time be similarly exchanged or changed into an amount per
share (subject to the provision for adjustment hereinafter set forth) equal to 50 times the aggregate amount of stock, securities,
cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is changed
or exchanged. In the event the Corporation shall at any time after the Rights Record Date (i) declare or pay any dividend on Common
Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine or consolidate the outstanding
shares of Common Stock into a smaller number of shares through a reverse stock split or otherwise, then in each such case the amount
set forth in the preceding sentence with respect to the exchange or change of shares of Series A 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.



    	A-4



     


    




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


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


Section 10Amendment. At any
time when any shares of Series A Preferred Stock are outstanding, neither the Articles of Incorporation nor these Series A Designations
shall 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 a majority of the outstanding shares
of Series A Preferred Stock, voting separately as a class; provided that none of (i) the creation or issuance of (A) additional
shares of Series A Preferred Stock or (B) shares of any class or series of Preferred Stock ranking junior to or on parity with
the Series A Preferred Stock as to the payment of dividends and the distribution of assets, (ii) a merger or consolidation in which
the Corporation is the surviving entity and the Series A Preferred Stock remains outstanding with no material adverse change in
its powers, preferences and special rights, or (iii) a merger or consolidation in which the Corporation is not the surviving entity
and the holders of the Series A Preferred Stock receive in exchange therefor a substantially identical security of the surviving
entity, shall be considered to materially adversely alter or change the powers, preferences or special powers of the Series A Preferred
Stock.


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


[Signature page follows]









    	A-5



     


    









RESOLVED, FURTHER, that any executive
officer of the Corporation be and they hereby is authorized and directed to prepare and file Articles of Amendment to the Articles
of Incorporation of the Corporation in accordance with the foregoing resolution and the provisions of Florida law.


IN WITNESS WHEREOF, the undersigned has
caused these Articles of Amendment to be duly executed as of this 24th day of April, 2018.


	 	CORD BLOOD AMERICA, INC.
	 	 
	 	By:	
        /s/ Anthony Snow

	 	 	Name:	Anthony Snow
	 	 	Title:	Interim President 


 


 













    	A-6



     


    

Exhibit B


[Form of Rights Certificate]


 





	Certificate No. R-	________ Rights




 


NOT EXERCISABLE AFTER THE EARLIER OF (I) 11:59 P.M., NEW
YORK CITY TIME, ON APRIL 25, 2021; AND (II) SUCH TIME AS THE RIGHTS ARE EARLIER REDEEMED, EXCHANGED OR TERMINATED OR SUCH OTHER
EARLIER EXPIRATION DATE (AS DEFINED IN THE TAX BENEFITS PRESERVATION PLAN). THE RIGHTS ARE SUBJECT TO REDEMPTION AT THE OPTION
OF THE COMPANY, AT $0.0001 PER RIGHT, AND TO EXCHANGE ON THE TERMS SET FORTH IN THE TAX BENEFITS PRESERVATION PLAN. UNDER CERTAIN
CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON (AS SUCH TERM IS DEFINED IN THE TAX BENEFITS PRESERVATION PLAN)
AND ANY SUBSEQUENT HOLDER OF SUCH RIGHTS MAY BECOME NULL AND VOID. [THE RIGHTS REPRESENTED BY THIS RIGHTS CERTIFICATE ARE OR WERE
BENEFICIALLY OWNED BY A PERSON THAT WAS OR BECAME AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS
SUCH TERMS ARE DEFINED IN THE TAX BENEFITS PRESERVATION PLAN). ACCORDINGLY, THIS RIGHTS CERTIFICATE AND THE RIGHTS REPRESENTED
HEREBY MAY BECOME NULL AND VOID IN THE CIRCUMSTANCES SPECIFIED IN SECTION 7(e) OF SUCH AGREEMENT.]1


Rights Certificate



CORD BLOOD AMERICA, INC.


This certifies that ______________________,
or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof,
subject to the terms, provisions and conditions of the Tax Benefits Preservation Plan, dated as of April 25, 2018, as the same
may be amended from time to time (the “Tax Benefits Preservation Plan”), between Cord Blood America, Inc., a
Florida corporation (the “Company”), and Issuer Direct Corporation, a Delaware corporation, as Rights Agent
(the “Rights Agent”), to purchase from the Company at any time after the Distribution Dated and prior to the
earlier of (i) 11:59 p.m., New York City time, on April 25, 2021; and (ii) such time as the Rights are earlier redeemed, exchanged
or terminated or such other earlier Expiration Date (as defined in the Tax Benefits Preservation Plan), at the office or offices
of the Rights Agent designated for such purpose, or its successors as Rights Agent, one one-thousandth of a fully paid, non-assessable
share of Series A Preferred Stock (the “Preferred Stock”) of the Company, at a purchase price of $0.0001 per
one one-thousandth of a share (the “Purchase Price”), upon presentation and surrender of this Rights Certificate
with the Form of Election to Purchase and related Certificate duly executed. The number of Rights evidenced by this Rights Certificate
(and the number of shares that may be purchased upon exercise thereof) set forth above, and the Purchase Price per share set forth
above, are the number and Purchase Price as of April 25, 2018, based on the Preferred Stock as constituted at such date. The Company
reserves the right to require prior to the occurrence of a Triggering Event (as such term is defined in the Tax Benefits Preservation
Plan) that a number of Rights be exercised so that only whole shares of Preferred Stock will be issued. Capitalized terms used
in this Rights Certificate without definition shall have the meanings ascribed to them in the Tax Benefits Preservation Plan.


Upon the occurrence of a Section 11(a)(ii)
Event (as such term is defined in the Tax Benefits Preservation Plan), if the Rights evidenced by this Rights Certificate are beneficially
owned by (i) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person (as such terms are defined in the Tax
Benefits Preservation Plan), (ii) a transferee of any such Acquiring Person, Associate or Affiliate, or (iii) under certain circumstances
specified in the Tax Benefits Preservation Plan, a transferee of a Person that, 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.





1 The portion of the legend in brackets shall be inserted only if applicable and shall replace the preceding sentence.



    	B-1



     


    




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


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


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


Subject to the provisions of the Tax
Benefits Preservation Plan, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption
price of $0.0001 per Right at any time prior to the earlier of the close of business on (i) the tenth Business Day following the
Stock Acquisition Date, and (ii) the Final Expiration Date. In addition, under certain circumstances following the Stock Acquisition
Date, the Rights may be exchanged, in whole or in part, for shares of the Common Stock, or shares of preferred stock of the Company
having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the
Company authorizing any such exchange, and without any further action or any notice, the Rights (other than Rights that are not
subject to such exchange) will terminate and the Rights will only enable holders to receive the shares issuable upon such exchange.


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


No holder of this Rights Certificate
shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other
securities of the Company that may at any time be issuable on the exercise hereof, nor shall anything contained in the Tax Benefits
Preservation Plan 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
consent to or withhold consent from any corporate action, or, to receive notice of meetings or other actions affecting shareholders
(except as provided in the Tax Benefits Preservation Plan), or to receive dividends or subscription rights, or otherwise, until
the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Tax Benefits Preservation
Plan.


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









    	B-2



     


    




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


Dated as of _________ __, ______


	ATTEST:	 	 	CORD BLOOD AMERICA, INC.
	 	 	 	 
	
   

	 	By:	
   


	 	 	 	Title:	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


 


Countersigned:


	ISSUER DIRECT CORPORATION
	 
	By:	
   


	 	Authorized Signature
	 	 	 


 









    	B-3



     


    









[Form of Reverse Side of Rights Certificate]


FORM OF ASSIGNMENT


(To be executed by the registered holder
if such

holder desires to transfer the Rights Certificate.)


FOR VALUE RECEIVED ________________________________
hereby sells, assigns and transfers unto _______________________________________________________________

 (Please print name and address of transferee)


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


	 	 
	 	 
	Dated: _____________,_____	
   


	 	Signature


 


 


Signature Medallion Guaranteed:


 


 


 


Signatures must be guaranteed by an “eligible guarantor institution”
as defined in Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934, as amended, which is a member of a recognized
Medallion Signature Guarantee Program.


 


 









    	B-4



     


    




Certificate


The undersigned hereby certifies by checking
the appropriate boxes that:


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


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


	 	 
	 	 
	Dated: _____________,_____	
   


	 	Signature


 


 


Signature Medallion Guaranteed:


 


 


 


Signatures must be guaranteed by an “eligible guarantor institution”
as defined in Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934, as amended, which is a member of a recognized
Medallion Signature Guarantee Program.



    	B-5



     


    






NOTICE


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









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FORM OF ELECTION TO PURCHASE


(To be executed if holder desires

to exercise Rights represented

by the Rights Certificate.)


To: CORD BLOOD AMERICA, INC.


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


Please insert social security

or other identifying number


	
   


	(Please print name and address)
	
   


	 


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


Please insert social security

or other identifying number


	
  
 
 
	(Please print name and address)
	
 


	 


 


	 	 
	 	 
	Dated: _____________,_____	
   


	 	Signature


 


Signature Medallion Guaranteed:


 


 


 


 


 


Signatures must be guaranteed by an “eligible guarantor institution”
as defined in Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934, as amended, which is a member of a recognized
Medallion Signature Guarantee Program.



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Certificate


The undersigned hereby certifies by checking
the appropriate boxes that:


(1) the Rights evidenced by this Rights
Certificate [ ] are [ ] are not beneficially owned by an Acquiring Person and [ ] are [ ] are not being exercised by or on behalf
of a Person that is or was an Acquiring Person or an Affiliate or Associate of any such Acquiring Person (as such terms are defined
pursuant to the Tax Benefits Preservation Plan);


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


 


	 	 
	 	 
	Dated: _____________,_____	
   


	 	Signature


 


 


Signature Medallion Guaranteed:









    	B-8



     


    









NOTICE


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









    	B-9



     


    

Exhibit C


FORM OF



SUMMARY OF RIGHTS TO PURCHASE

PREFERRED STOCK


On April 25, 2018, the Board of Directors
(the “Board”) of Cord Blood America, Inc. (the “Company”) declared a dividend distribution
of one right (a “Right”) for each outstanding share of common stock, par value $0.0001 per share, of the Company
(the “Common Stock”), to shareholders of record at the close of business on April 25, 2018 (the “Record
Date”). Each Right entitles the registered holder to purchase from the Company a unit consisting of one one-thousandth
of a share (a “Unit”) of Series A Preferred Stock, par value $0.0001 per share (the “Series A Preferred
Stock”), at a purchase price of $0.0001 per Unit, subject to adjustment (the “Purchase Price”). The
description and terms of the Rights are set forth in a Tax Benefits Preservation Plan (the “Tax Benefits Preservation
Plan”) between the Company and Issuer Direct Corporation, a Delaware corporation, as Rights Agent. The Tax Benefits Preservation
Plan is intended to help protect the Company’s tax net operating losses and certain other tax assets (“Tax Benefits”)
by deterring any person from becoming the Beneficial Owner (as defined in the Tax Benefits Preservation Plan) of 4.9% or more of
the shares of Common Stock then outstanding.


Rights Certificates; Exercise Period.


Initially, the Rights will be attached
to all Common Stock certificates representing shares then outstanding, and no separate rights certificates (“Rights Certificates”)
will be distributed. Subject to certain exceptions specified in the Tax Benefits Preservation Plan, the Rights will separate from
the Common Stock and a distribution date (the “Distribution Date”) will occur upon the earlier of (i) ten (10)
business days following a public announcement that a person or group of affiliated or associated persons (an Acquiring Person,
as defined below) has become a Beneficial Owner of 4.9% or more of the shares of Common Stock then outstanding (the “Stock
Acquisition Date”) and (ii) ten (10) business days (or such later date as the Board shall determine) following the commencement
of a tender offer or exchange offer that would result in a person or group becoming an Acquiring Person.


Until the Distribution Date, (i) the
Rights will be evidenced by the Common Stock certificates (or, in the case of book entry shares, by the notations in the book entry
accounts) and will be transferred with and only with such Common Stock, (ii) new Common Stock certificates issued after the Record
Date will contain a notation incorporating the Tax Benefits Preservation Plan by reference and (iii) the surrender for transfer
of any certificates for Common Stock outstanding will also constitute the transfer of the Rights associated with the Common Stock
represented by such certificates. Pursuant to the Tax Benefits Preservation Plan, the Company reserves the right to require prior
to the occurrence of a Triggering Event (as defined below) that, upon any exercise of Rights, a number of Rights be exercised so
that only whole shares of Series A Preferred Stock will be issued.


The definition of “Acquiring Person”
contained in the Tax Benefits Preservation Plan contains several exemptions, including for (i) the Company or any of its subsidiaries;
(ii) any employee benefit plan of the Company, or of any subsidiary of the Company, or any person or entity organized, appointed
or established by the Company for or pursuant to the terms of any such plan; (iii) any person who becomes a Beneficial Owner of
4.9% or more of the shares of Common Stock then outstanding as a result of a reduction in the number of shares of Common Stock
by the Company or a stock dividend, stock split, reverse stock split or similar transaction, unless and until such person increases
his ownership by any amount over such person’s lowest percentage stock ownership on or after the consummation of the relevant
transaction; (iv) any person who, together with all affiliates and associates of such person, was a Beneficial Owner of 4.9% or
more of the shares of Common Stock then outstanding on the date of the Tax Benefits Preservation Plan or becomes a Beneficial Owner
of 4.9% or more shares of Common Stock then outstanding as a result of a transaction pursuant to which such person received the
Prior Approval of the Company, unless and until such person and its affiliates and associates increase their aggregate ownership
by any amount over their lowest percentage stock ownership on or after the date of the Tax Benefits Preservation Plan or decrease
their aggregate percentage stock ownership below 4.9%; (v) any person who, within ten (10) business days of being requested by
the Company to do so, certifies to the Company that such person became an Acquiring Person inadvertently or without knowledge of
the terms of the Rights and who, together with all affiliates and associates, thereafter within ten (10) business days following
such certification disposes of such number of shares of Common Stock so that it, together with all affiliates and associates, ceases
to be an Acquiring Person; and (vi) any person that the Board has affirmatively determined shall not be deemed an Acquiring Person,
including as a result of an exemption request or a request for prior approval.



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The Rights are not exercisable until
the Distribution Date and will expire at the earliest of (i) 11:59 p.m., New York City time, on April 25, 2021; (ii) the time at
which the Rights are redeemed or exchanged as provided in the Tax Benefits Preservation Plan, and (iii) the time at which the Board
determines that the Tax Benefits Preservation Plan is no longer necessary or desirable for the preservation of Tax Benefits.


As soon as practicable after the Distribution
Date, Rights Certificates will be mailed to holders of record of the Common Stock as of the close of business on the Distribution
Date and, thereafter, the separate Rights Certificates alone will represent the Rights. After the Distribution Date, the Company
generally would issue Rights with respect to shares of Common Stock issued upon the exercise of stock options or pursuant to awards
under any employee plan or arrangement, which stock options or awards are outstanding as of the Distribution Date, or upon the
exercise, conversion or exchange of securities issued by the Company after the Tax Benefits Preservation Plan’s adoption
(except as may otherwise be provided in the instruments governing such securities). In the case of other issuances of shares of
Common Stock after the Distribution Date, the Company generally may, if deemed necessary or appropriate by the Board, issue Rights
with respect to such shares of Common Stock.


Flip-in Trigger.


In the event that a person or group of
affiliated or associated persons becomes an Acquiring Person (unless the event causing such person or group to become an Acquiring
Person is a transaction described under “Flip-over Trigger”, below), each holder of a Right will thereafter
have the right to receive, upon exercise, Common Stock (or, in certain circumstances, cash, property or other securities of the
Company) having a value equal to two times the exercise price of the Right. Notwithstanding the foregoing, following the occurrence
of such an event, all Rights that are, or (under certain circumstances specified in the Tax Benefits Preservation Plan) were, beneficially
owned by any Acquiring Person will be null and void. However, Rights are not exercisable following the occurrence of such an event
until such time as the Rights are no longer redeemable by the Company as set forth below.


For example, at an exercise price of
$0.0001 per Right, each Right not owned by an Acquiring Person (or by certain related parties) following an event set forth in
the preceding paragraph would entitle its holder to purchase $0.0002 worth of Common Stock (or other consideration, as noted above)
for $0.0001. Assuming that the Common Stock had a per share value of $0.00002 at such time, the holder of each valid Right would
be entitled to purchase ten (10) shares of Common Stock for $0.0001.


Flip-over Trigger.


In the event that, at any time following
the Stock Acquisition Date, (i) the Company engages in a merger or other business combination transaction in which the Company
is not the surviving corporation or (ii) the Company engages in a merger or other business combination transaction in which the
Company is the surviving corporation and the Common Stock is changed or exchanged, each holder of a Right (except Rights that have
previously been voided as set forth above) shall thereafter have the right to receive, upon exercise, common stock of the acquiring
company having a value equal to two times the exercise price of the Right. The events set forth in this paragraph and in the next
preceding paragraph are referred to as the “Triggering Events.”


Exchange Feature.


At any time after a person becomes an
Acquiring Person and prior to the acquisition by such person or group of fifty percent (50%) or more of the outstanding Common
Stock, the Board may exchange the Rights (other than Rights owned by such person or group which have become void), in whole or
in part, at an exchange ratio of one (1) share of Common Stock, or one one-thousandth of a share of Series A Preferred Stock (or
of a share of a class or series of the Company’s preferred stock having equivalent rights, preferences and privileges), per
Right (subject to adjustment).



    	C-2



     


    




Equitable Adjustments.


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


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


Redemption Rights.


At any time until ten (10) business days
following the Stock Acquisition Date, the Company may, at its option, redeem the Rights in whole, but not in part, at a price of
$0.0001 per Right (payable in cash, Common Stock or other consideration deemed appropriate by the Board). Immediately upon the
action of the Board ordering redemption of the Rights, the Rights will terminate and the only right of the holders of Rights will
be to receive the $0.0001 redemption price.


Amendment of Rights.


Any of the provisions of the Tax Benefits
Preservation Plan may be amended by the Board prior to the Distribution Date. After the Distribution Date, the provisions of the
Tax Benefits Preservation Plan may be amended by the Board in order to cure any ambiguity, to make changes that do not adversely
affect the interests of holders of Rights, or to shorten or lengthen any time period under the Tax Benefits Preservation Plan.
The foregoing notwithstanding, no amendment may be made at such time as the Rights are not redeemable, except to cure any ambiguity
or correct or supplement any provision contained in the Tax Benefits Preservation Plan which may be defective or inconsistent with
any other provision therein.


Miscellaneous.


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


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


 



    	C-3