PERMA-FIX
ENVIRONMENTAL SERVICES, INC.


(Company)


 


AND


 


CONTINENTAL
STOCK TRANSFER &

TRUST COMPANY


 


(Rights
Agent)


 


SHAREHOLDER
RIGHTS AGREEMENT





 


Dated
as of May 2, 2018


 




    	 	 



    	 



    

 


TABLE
OF CONTENTS


 


	SECTION
    1.	Certain Definitions.	3
	SECTION 2.	Appointment of Rights
    Agent. 	14
	SECTION 3.	Issue of Rights Certificates.	14
	SECTION 4.	Form of Rights Certificate.
    	17
	SECTION 5.	Countersignature and
    Registration. 	18
	SECTION 6.	Transfer, Split Up,
    Combination and Exchange of Rights Certificates; Mutilated, Destroyed, Lost or Stolen Rights Certificates. 	18
	SECTION 7.	Exercise of Rights;
    Exercise Price; Expiration Date of Rights. 	19
	SECTION 8.	Cancellation and Destruction
    of Rights Certificates. 	21
	SECTION 9.	Reservation and Availability
    of Capital Stock. 	22
	SECTION 10.	Preferred Stock Record
    Date. 	23
	SECTION 11.	Adjustment of Exercise
    Price, Number and Kind of Shares or Number of Rights. 	24
	SECTION 12.	Certificate of Adjusted
    Exercise Price or Number of Shares. 	30
	SECTION 13.	Consolidation, Merger
    or Sale or Transfer of Assets or Earning Power. 	30
	SECTION 14.	Fractional Rights;
    Fractional Shares; Waiver. 	34
	SECTION 15.	Rights of Action. 	35
	SECTION 16.	Agreement of Rights
    Holders.	36
	SECTION 17.	Rights Certificate
    Holder Not Deemed a Stockholder. 	36
	SECTION 18.	Duties of Rights Agent.
    	37
	SECTION 19.	Concerning the Rights
    Agent. 	39
	SECTION 20.	Merger or Consolidation
    or Change of Name of Rights Agent. 	41
	SECTION 21.	Change of Rights Agent.
    	41
	SECTION 22.	Issuance of New Rights
    Certificates. 	42
	SECTION 23.	Redemption. 	42
	SECTION 24.	Exchange. 	44
	SECTION 25.	Notice of Certain Events.
    	46
	SECTION 26.	Notices. 	47
	SECTION 27.	Supplements and Amendments.
    	48
	SECTION 28.	Successors. 	49
	SECTION 29.	Determinations and
    Actions by the Board. 	49
	SECTION 30.	Benefits of this Agreement.
    	49
	SECTION 31.	Tax Compliance and
    Withholding. 	49



 






    	 	i	 



    	 



    

 


	SECTION 32.	Severability. 	50
	SECTION 33.	Governing Law. 	50
	SECTION 34.	Counterparts.	50
	SECTION 35.	Descriptive Headings.
    	50
	SECTION 36.	Force Majeure. 	50



 






    	ii



    	 



    




 


SHAREHOLDER
RIGHTS AGREEMENT


 


This
SHAREHOLDER RIGHTS AGREEMENT, dated and effective as of the 2nd day of May, 2018 (the “Agreement”),
between PERMA-FIX ENVIRONMENTAL SERVICES, INC., a Delaware corporation (the “Company”), and CONTINENTAL STOCK
TRANSFER & TRUST COMPANY (the “Rights Agent”).


 


WITNESSETH


 


WHEREAS,
on May 2, 2008, the Board of Directors of the Company adopted the existing preferred share rights plan of the Company (“Existing
Rights Plan”); and


 


WHEREAS,
the Existing Rights Plan is scheduled to expire on May 2, 2018 (“Existing Rights Plan Expiration Date”); and


 


WHEREAS,
the Board of Directors of the Company (the “Board”) has determined it desirable and in the best interest of
the Company and its stockholders for the Company to adopt this Agreement as the Company’s new rights plan to replace the
Existing Rights Plan that is expiring as of the Existing Rights Plan Expiration Date, with this Agreement to be effective as of
the Existing Rights Plan Expiration Date, and to implement this Agreement as the Company’s new rights plan, with the Company
and the Rights Agent executing this Agreement and the Board declaring the dividend distribution referred to in the fourth WHEREAS
clause herein; and


 


WHEREAS,
on May 2, 2018 (the “Rights Dividend Declaration Date”), the Board authorized and declared a dividend distribution
of one Right (as hereinafter defined) for each share of Common Stock (as hereinafter defined) of the Company outstanding on May
12, 2018 (the “Record Date”) and authorized the issuance of one Right (as such number may hereafter be adjusted
pursuant to the provisions of Section 11 hereof) for each share of Common Stock of the Company that shall become outstanding between
the Record Date and the earlier of the Distribution Date, the Redemption Date and the Final Expiration Date (as such terms are
hereinafter defined), and under the certain circumstances thereafter, each Right initially representing the right to purchase
one one-thousandth of a Preferred Share (as hereinafter defined), upon the terms and subject to the conditions herein set forth
(the “Rights”).


 


NOW
THEREFORE, in consideration of the premises and the mutual agreements hereinafter 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 which, together with all of its Related Persons, is the Beneficial
Owner of 15% or more of the shares of Common Stock of the Company then outstanding, but shall exclude (i) the Exempt Persons and
(ii) any Grandfathered Persons.


 




    	 	3	 



    	 



    

 


(i)
as the result of an acquisition of shares of Common Stock by the Company which, by reducing the number of shares of Common Stock
outstanding, increases the percentage of the shares of Common Stock Beneficially Owned by such Person, together with all of its
Related Persons, to 15% or more of the shares of Common Stock of the Company then outstanding; provided, however,
that if a Person, together with all of its Related Persons, becomes the Beneficial Owner of 15% or more of the shares of Common
Stock of the Company then outstanding by reason of share acquisitions by the Company and, after such share acquisitions by the
Company, becomes the Beneficial Owner of any additional shares of Common Stock of the Company (other than pursuant to a dividend
or distribution paid or made by the Company on the outstanding Common Stock or pursuant to a split or subdivision of the outstanding
Common Stock), then such Person shall be deemed to be an “Acquiring Person” unless, upon becoming the Beneficial Owner
of such additional shares of Common Stock, such Person, together with all of its Related Persons, does not Beneficially Own 15%
or more of the Common Stock then outstanding;


 


(ii)
if (A) the Board determines, in its sole discretion, that such Person has become an “Acquiring Person” inadvertently
(including, without limitation, because (1) such Person was unaware that it Beneficially Owned a percentage of the then outstanding
Common Stock that would otherwise cause such Person to be an “Acquiring Person”; or (2) such Person was aware of the
extent of its Beneficial Ownership of Common Stock but had no actual knowledge of the consequences of such Beneficial Ownership
under this Agreement); and (B) such Person divests as promptly as practicable (as determined by the Board) a sufficient number
of shares of Common Stock so that such Person would no longer be an “Acquiring Person”;


 


(iii)
solely as a result of any unilateral grant of any security by the Company, or through the exercise of any options, warrants, rights
or similar interests (including, without limitation, restricted stock) granted by the Company to its directors, officers and employees;
provided, however, that if a Person, together with all of its Related Persons, becomes the Beneficial Owner of 15%
or more of the shares of Common Stock of the Company then outstanding by reason of a unilateral grant of a security by the Company,
or through the exercise of any options, warrants, rights or similar interests (including, without limitation, restricted stock)
granted by the Company to its directors, officers and employees, then such Person shall nevertheless be deemed to be an “Acquiring
Person” if, subject to Section 1(a)(ii), such Person, together with all of its Related Persons, thereafter becomes the Beneficial
Owner of any additional shares of Common Stock (unless upon becoming the Beneficial Owner of additional shares of Common Stock,
such Person, together with all of its Related Persons, does not Beneficially Own 15% or more of the Common Stock then outstanding),
except as a result of (A) a dividend or distribution paid or made by the Company on the outstanding Common Stock or a split or
subdivision of the outstanding Common Stock; or (B) the unilateral grant of a security by the Company, or through the exercise
of any options, warrants, rights or similar interest (including, without limitation, restricted stock) granted by the Company
to its directors, officers and employees;


 


(iv)
by means of share purchases or issuances (including, without limitation, debt to equity exchanges), directly from the Company
or indirectly through an underwritten offering of the Company, in a transaction approved by the Board; provided, however,
that a Person shall be deemed to be an “Acquiring Person” if such Person (A) is or becomes the Beneficial Owner of
15% or more of the shares of Common Stock then outstanding following such transaction and (B) following such transaction, becomes
the Beneficial Owner of any additional shares of Common Stock without the prior written consent of the Company and then Beneficially
Owns 15% or more of the shares of Common Stock then outstanding;


 




    	 	4	 



    	 



    

 


(v)
if such Person is a bona fide swaps dealer who has become an “Acquiring Person” as a result of its actions in the
ordinary course of its business that the Board determines, in its sole discretion, were taken without the intent or effect of
evading or assisting any other Person to evade the purposes and intent of this Agreement, or otherwise seeking to control or influence
the management or policies of the Company; or


 


(vi)
as the result of an acquisition of shares of Common Stock pursuant to a Qualifying Offer.


 


(b)
A person shall be deemed to be “Acting in Concert” with another Person if such Person knowingly acts (whether or not
pursuant to an express agreement, arrangement or understanding) in concert or in parallel with such other Person, or towards a
common goal with such other Person, relating to (i) acquiring, holding, voting or disposing of voting securities of the Company
or (ii) changing or influencing the control of the Company or in connection with or as a participant in any transaction having
that purpose or effect, where (A) each Person is conscious of the other Person’s conduct or intent and this awareness is
an element in their decision-making processes and (B) at least one additional factor supports a determination by the Board, in
its sole discretion, that such Persons intended to act in concert or in parallel, which such additional factors may include, without
limitation, exchanging information, attending meetings, conducting discussions or making or soliciting invitations to act in concert
or in parallel. A Person who is Acting in Concert with another Person shall be deemed to be Acting in Concert with any third Person
who is Acting in Concert with such other Person.


 


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


 


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


 


(e)
“Agreement” shall have the meaning set forth in the Preamble hereof.


 


(f)
“Associate” shall have the meaning ascribed to such term in Rule 12b-2 of the Exchange Act Regulations, as
in effect on the date of this Agreement.


 


(g)
A Person is the “Beneficial Owner” of (and “Beneficially Owns” and has “Beneficial
Ownership”) of any securities (that are as such “Beneficially Owned”):


 


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


 




    	 	5	 



    	 



    

 


(ii)
that such Person or any of such Person’s Affiliates or Associates, directly or indirectly, has (A) the right to acquire
(whether such right is exercisable immediately or only after the passage of time or satisfaction of other conditions) pursuant
to any agreement, arrangement or understanding (whether or not in writing), or upon the exercise of conversion rights, exchange
rights (other than the Rights), rights, warrants or options, or otherwise; provided, however, that a Person shall
not be deemed the “Beneficial Owner” of (1) securities tendered pursuant to a tender or exchange offer made in accordance
with the Exchange Act Regulations by or on behalf of such Person or any of such Person’s Affiliates or Associates until
such tendered securities are accepted for purchase or exchange; (2) securities issuable upon exercise of Rights at any time prior
to the occurrence of a Triggering Event; (3) securities issuable upon exercise of Rights from and after the occurrence of a Triggering
Event if such Rights were acquired by such Person or any of such Person’s Affiliates or Associates prior to the Distribution
Date or pursuant to Section 3(a) or Section 22 hereof (the “Original Rights”) or pursuant to Section 11(a)
hereof in connection with an adjustment made with respect to any Original Rights; or (4) securities which such Person or any of
such Person’s Affiliates or Associates may acquire, does or do acquire or may be deemed to have the right to acquire, pursuant
to any merger or other acquisition agreement between the Company and such Person (or one or more of such Person’s Affiliates
or Associates) if such agreement has been approved by the Board, in its sole discretion, prior to such Person’s becoming
an Acquiring Person; or (B) the right to vote pursuant to any agreement, arrangement, or understanding;


 


(iii)
that are Beneficially Owned, directly or indirectly, by any other Person (or any Affiliate or Associate of such Person) with which
such Person (or any of such Person’s Affiliates or Associates) is (A) Acting in Concert, or has (B) any agreement, arrangement,
or understanding (whether or not in writing), for the purpose of acquiring, holding, voting or disposing of any such securities;
or


 


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


 


Notwithstanding
anything in this definition of “Beneficial Ownership” to the contrary, (x) no Person engaged in business as an underwriter
of securities shall be the “Beneficial Owner” of any securities acquired through such Person’s participation
in good faith in a firm commitment underwriting until the expiration of 40 days after the date of such acquisition; and (y) no
Person shall be deemed the “Beneficial Owner” of any security as a result of an agreement, arrangement or understanding
to vote such security that would otherwise render such Person the Beneficial Owner of such security if such agreement, arrangement
or understanding is not also then reportable on Schedule 13D and 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 Exchange Act Regulations.


 




    	 	6	 



    	 



    

 


With
respect to any Person, for all purposes of this Agreement, any calculation of the number of shares of Common Stock outstanding
at any particular time, including, without limitation, for purposes of determining the particular percentage of the outstanding
shares of Common Stock of which any such Person is the Beneficial Owner, shall include the number of shares of Common Stock not
outstanding at the time of such calculation that such Person is otherwise deemed to Beneficially Own for purposes of this Agreement,
provided, however, that the number of shares of Common Stock not outstanding that such Person is otherwise deemed
to Beneficially Own for purposes of this Agreement shall not be included for the purpose of computing the percentage of the outstanding
shares of Common Stock Beneficially Owned by any other Person (unless such other Person is also deemed to Beneficially Own for
purposes of this Agreement such shares of Common Stock not outstanding).


 


(h)
“Board” shall have the meaning set forth in the Preamble hereof.


 


(i)
“Board Evaluation Period” shall have the meaning set forth in Section 23(c)(i) hereof.


 


(j)
“Book Entry” shall mean an uncertificated book entry for the Common Stock.


 


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


 


(l)
“Certificate of Designations” shall have the meaning set forth in Section 1(m) hereof.


 


(m)
“Certificate of Incorporation” shall mean the Amended and Restated Certificate of Incorporation of the Company,
as amended and as may be further amended from time to time, as filed with the Office of the Secretary of State of the State of
Delaware, and together with the Certificate of Designations of the Preferred Stock of the Company adopted contemporaneously with
the approval of this Agreement and attached hereto as Exhibit A(the “Certificate of Designations”), as the
same may hereafter be amended or restated.


 


(n)
“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.


 


(o)
“Closing Price” shall mean in respect of any security for any day shall mean the last sale price, regular way,
reported at or prior to 4:00 P.M. New York City time or, in case no such sale takes place on such day, the average of the bid
and asked prices, regular way, reported at or prior to 4:00 P.M. New York City time, in either case as reported in the principal
consolidated transaction reporting system with respect to securities listed or admitted to trading on NASDAQ or the NYSE or, if
the security is not listed or admitted to trading on NASDAQ or the NYSE, as reported in the principal consolidated transaction
reporting system with respect to securities listed on the principal national securities exchange on which the security is listed
or admitted to trading or, if the security is not listed or admitted to trading on any national securities exchange, the last
quoted price reported at or prior to 4:00 P.M. New York City time or, if not so quoted, the average of the high bid and low asked
prices in the over-the-counter market, as reported by any system then in use reported as of 4:00 P.M. New York City time or, if
not so quoted, the average of the closing bid and asked price furnished by a professional market maker making a market in the
security selected by the Board.


 




    	 	7	 



    	 



    

 


(p)
“Common Stock” shall mean (i) when used with reference to the Company, the common stock, par value $0.001 per
share, of the Company; and (ii) when used with reference to any Person other than the Company, the class or series of capital
stock or equity interest with the greatest voting power (in relation to any other classes or series of capital stock or equity
interest) of such other Person or if such other Person is a Subsidiary of another Person, the Person who ultimately controls such
first mentioned Person.


 


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


 


(r)
“Company” shall have the meaning set forth in the Preamble hereof.


 


(s)
“Counterparty” shall have the meaning set forth in Section 1(x) hereof.


 


(t)
“Current Market Price” of any security on any date shall mean the average of the daily closing prices per share
of such security for the 30 consecutive Trading Days immediately prior to, but not including, such date; provided, however,
that in the event that the “Current Market Price” of such security is determined during a period following the announcement
by the issuer of such security of (i) a dividend or distribution on such security payable in shares of such security or securities
convertible into such shares (other than the Rights); or (ii) any subdivision, combination or reclassification of such security,
and prior to the expiration of the requisite 30 Trading Day period after the ex-dividend date for such dividend or distribution
or the record date for such subdivision, combination or reclassification, then, in each such case, the “Current Market Price”
shall be appropriately adjusted, as determined in good faith by the Board, in its sole discretion, whose determination shall be
described in a statement filed with the Rights Agent and shall be conclusive for all purposes, to take into account ex-dividend
trading. If on any such date no market maker is making a market in such security or such security is not publicly held or not
listed or traded, the “Current Market Price” shall mean the fair value per share as determined in good faith by the
Board, whose determination shall be described in a statement filed with the Rights Agent and shall be conclusive for all purposes.


 


Except
as provided in this paragraph, the “Current Market Price” of the Preferred Stock shall be determined in accordance
with the method set forth above. If the Preferred Stock is not publicly traded, the “Current Market Price” of the
Preferred Stock shall be conclusively deemed to be the Current Market Price of the Common Stock of the Company as determined pursuant
to the paragraph above (appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after
the date hereof), multiplied by one thousand. If neither the Common Stock nor the Preferred Stock is publicly held or so listed
or traded, the “Current Market Price” of the Preferred Stock shall mean the fair value per share as determined in
good faith by the Board, whose determination shall be described in a statement filed with the Rights Agent and shall be conclusive
for all purposes. For all purposes of this Agreement, the “Current Market Price” of one one-thousandth of a share
of Preferred Stock shall be equal to the “Current Market Price” of one share of Preferred Stock divided by 1,000.


 




    	 	8	 



    	 



    

 





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


 


(v)
“Definitive Acquisition Agreement” shall mean any definitive written agreement entered into by the Company
that is conditioned on the approval by the holders of not less than a majority of the outstanding shares of Common Stock at a
meeting of the stockholders of the Company with respect to (i) a merger, consolidation, recapitalization, reorganization, share
exchange, business combination or similar transaction involving the Company or (ii) the acquisition in any manner, directly or
indirectly, of more than 50% of the consolidated total assets (including, without limitation, equity securities of its subsidiaries)
of the Company and its Subsidiaries.


 


(w)
“Demanding Stockholders” shall have the meaning set forth in Section 23(c)(i) hereof.


 


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


 


(y)
“Distribution Date” shall mean the earlier of (i) the Close of Business on the tenth Business Day after the
Stock Acquisition Date (or, if the tenth 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 Business Day (or, if such tenth Business Day occurs
before the Record Date, the Close of Business on the Record Date), or such later date as may be determined by the Board, in its
sole discretion, prior to such time any Person becomes an Acquiring Person, after the date of the commencement by any Person (other
than any Exempt Person) of, or of the first public announcement of the intention of any Person (other than any Exempt Person)
to commence, a tender or exchange offer the consummation of which would result in such Person becoming the Beneficial Owner of
15% or more of the outstanding shares of Common Stock.


 


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


 


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


 




    	 	9	 



    	 



    

 


(bb)
“Exchange Act Regulations” shall mean the General Rules and Regulations under the Exchange Act.


 


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


 


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


 


(ee)
“Exempt Person” shall mean (i) the Company or any of its Subsidiaries; (ii) any officers, directors and employees
of the Companyor any of its Subsidiaries solely in respect of such Person’s status or authority as such (including, without
limitation, any fiduciary capacity); or (iii) any employee benefit plan of the Company or of any Subsidiary of the Company or
any entity or trustee holding (or acting in a fiduciary capacity in respect of) shares of capital stock of the Company for or
pursuant to the terms of any such plan, or for the purpose of funding other employee benefits for employees of the Company or
any Subsidiary of the Company.


 


(ff)
“Exemption Date” shall have the meaning set forth in Section 23(c)(iii) hereof.


 


(gg)
“Exercise Price” shall have the meaning set forth in Section 4(a), 11(a)(ii) and 13(a) hereof.


 


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


 


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


 


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


 


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


 


(ll)
“Flip-Over Event” shall mean any event described in clause (x), (y) or (z) of Section 13(a) hereof.


 


(mm)
“Grandfathered Person” shall mean any Person which, together with all of its Related Persons, is, as of the
date of this Agreement, the Beneficial Owner of 15% or more of the shares of Common Stock of the Company then outstanding. A Person
ceases to be a “Grandfathered Person” if and when (i) such Person becomes the Beneficial Owner of less than 15% of
the shares of Common Stock of the Company then outstanding; or (ii) such Person increases its Beneficial Ownership of shares of
Common Stock of the Company to an amount equal to or greater than the greater of (A) 15% of the shares of Common Stock of the
Company then outstanding and (B) the sum of (1) the lowest Beneficial Ownership of such Person as a percentage of the shares of
Common Stock of the Company outstanding as of any time from and after the public announcement of this Agreement (other than as
a result of an acquisition of shares of Common Stock by the Company) plus (2) one share of Common Stock of the Company.
The foregoing definition shall grandfather the security or instrument underlying such Beneficial Ownership only in the type and
form of the date of this Agreement and shall not grandfather any subsequent change, modification, swap or exchange of such security
or instrument into a different type or form of security or instrument (unless such exchange is contemplated explicitly by the
terms of such security or instrument). For the avoidance of doubt, the swap or exchange of contracts for differences for shares
of Common Stock or other equity securities of the Company shall not be grandfathered under this Agreement.


 




    	 	10	 



    	 



    

 


(nn)
“Minimum Tender Condition” shall have the meaning set forth in Section 1(ww)(iii).


 


(oo)
“NASDAQ” shall mean the NASDAQ Stock Market.


 


(pp)
“Notional Common Shares” shall have the meaning set forth in Section 1(x) hereof.


 


(qq)
“NYSE” shall mean the New York Stock Exchange.


 


(rr)
“Outside Meeting Date” shall have the meaning set forth in Section 23(c)(iii) hereof.


 


(ss)
“Person” shall mean any individual, firm, corporation, partnership (general or limited), limited liability
company, limited liability partnership, association, unincorporated organization, trust or other legal entity, including, without
limitation, (i) any syndicate or group deemed to be a Person under Section 13(d)(3) of the Exchange Act and Rule 13d-5(b) thereunder;
and (ii) any successor (by merger or otherwise) of any such firm, corporation, partnership (general or limited), limited liability
company, limited liability partnership, association, unincorporated organization, trust, or other group or entity.


 


(tt)
“Preferred Stock” shall mean the Series B Junior Participating Preferred Stock, par value $0.001 per share,
of the Company, having the voting rights, powers, designations, preferences and relative, participating, optional or other special
rights and qualifications, limitations and restrictions set forth in the Certificate of Designations.


 


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


 


(vv)
“Qualifying Offer” shall mean an offer determined by a majority of the Board who are not officers of the Company
and who are not Acquiring Persons or Affiliates or Associates, nominees or representatives of an Acquiring Person, in good faith
and in its sole discretion, to be:


 


(i)
an offer that has commenced within the meaning of Rule 14d-2(a) under the Exchange Act;


 


(ii)
a fully financed all-cash tender offer or an exchange offer offering shares of Common Stock of the offeror, or a combination thereof,
in each such case for any and all of the outstanding shares of Common Stock of the Company at the same per-share consideration;


 


(iii)
an offer that is conditioned on a minimum of at least a majority of (1) the shares of Common Stock of the Company outstanding
on a fully-diluted basis; and (2) the outstanding shares of Common Stock of the Company not held by the offeror (or such offeror’s
Related Persons) being tendered and not withdrawn as of the offer’s expiration date, which condition shall not be waivable
(the “Minimum Tender Condition”);


 




    	 	11	 



    	 



    

 


(iv)
an offer that is subject only to the Minimum Tender Condition and other customary terms and conditions, which conditions shall
not include any financing, funding or similar conditions or any requirements with respect to the offeror or its representatives
being permitted any due diligence with respect to the books, records, management, accountants or other outside advisers of the
Company;


 


(v)
an offer pursuant to which the Company has received an irrevocable written commitment by the offeror that the offer, if it is
otherwise to expire prior thereto, will be extended for at least 20 calendar days after any increase in the consideration offered
or after any bona fide alternative offer is commenced;


 


(vi)
an offer pursuant to which the Company has received an irrevocable, legally binding written commitment of the offeror that the
offer will remain open until at least the later of (1) the date the Board redeems the outstanding Rights or exempts such offer
from the terms of this Agreement; (2) if no Special Meeting Demand has been received from the holders of a Requisite Percentage
with respect to such offer, 10 calendar days after the end of the Board Evaluation Period; and (3) if a Special Meeting is duly
requested in accordance with Section 23, 10 calendar days after the date of such Special Meeting or, if no Special Meeting is
held within the Special Meeting Period, 10 calendar days following the last day of such Special Meeting Period;


 


(vii)
an offer pursuant to which the Company has received an irrevocable, legally binding written commitment of the offeror to consummate,
as promptly as practicable upon successful completion of the offer, a second step transaction whereby all shares of Common Stock
not tendered into the offer shall be acquired at the same consideration per share of Common Stock actually paid pursuant to the
offer, subject to stockholders’ statutory appraisal rights, if any;


 


(viii)
an offer pursuant to which the Company has received an irrevocable, legally binding written commitment of the offeror that no
amendments shall be made to the offer to reduce the consideration being offered or to otherwise change the terms of the offer
in a way that is adverse to a tendering stockholder (other than extensions of the offer consistent with the terms thereof);


 


(ix)
For the purposes of the definition of Qualifying Offer, “fully financed” shall mean that the offeror has sufficient
funds for the offer and related expenses which shall be evidenced by (1) firm, unqualified, written commitments from responsible
financial institutions having the necessary financial capacity, accepted by the offeror, to provide funds for such offer subject
only to customary terms and conditions; (2) cash or cash equivalents then available to the offeror, set apart and maintained solely
for the purpose of funding the offer with an irrevocable, legally binding written commitment being provided by the offeror to
the Board to maintain such availability until the offer is consummated or withdrawn; or (3) a combination of the foregoing; which
evidence has been provided to the Company prior to, or upon, commencement of the offer. If an offer becomes a Qualifying Offer
in accordance with this definition, but subsequently ceases to be a Qualifying Offer as a result of the failure at a later date
to continue to satisfy any of the requirements of this definition, such offer shall cease to be a Qualifying Offer and the provisions
of Section 23 shall no longer be applicable to such offer.


 




    	 	12	 



    	 



    

 


(ww)
“Qualifying Offer Resolution” shall have the meaning set forth in Section 23(c)(i) hereof.


 


(xx)
“Receiving Party” shall have the meaning set forth in Section 1(x) hereof.


 


(yy)
“Record Date” shall mean the Close of Business on May 12, 2018.


 


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


 


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


 


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


 


(ccc)
“Related Person” shall mean, as to any Person, any Affiliates or Associates of such Person.


 


(ddd)
“Requisite Percentage” shall have the meaning set forth in Section 23(c)(i) hereof.


 


(eee)
“Rights” shall have the meaning set forth in the Preamble hereof.


 


(fff)
“Rights Agent” shall have the meaning set forth in the Preamble hereof.


 


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


 


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


 


(iii)
“Special Meeting” shall have the meaning set forth in Section 23(c)(i) hereof.


 


(jjj)
“Special Meeting Demand” shall have the meaning set forth in Section 23(c)(i) hereof.


 


(kkk)
“Special Meeting Period” shall have the meaning set forth in Section 23(c)(ii) hereof.


 


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


 


(mmm)
“Stock Acquisition Date” shall mean the first date of public announcement (including, without limitation, the
filing of any report pursuant to Section 13(d) of the Exchange Act) by the Company or an Acquiring Person that a Person has become
an Acquiring Person, or such other date, as determined by the Board, in its sole discretion, on which a Person has become an Acquiring
Person.


 


(nnn)
“Subsidiary” shall mean, with reference to any Person, any other Person of which (i) a majority of the voting
power of the voting securities or equity interests is Beneficially Owned, directly or indirectly, by such first-mentioned Person
or otherwise controlled by such first-mentioned Person; or (ii) an amount of voting securities or equity interests sufficient
to elect at least a majority of the directors or equivalent governing body of such other Person is Beneficially Owned, directly
or indirectly, by such first-mentioned Person, or otherwise controlled by such first-mentioned Person.


 




    	 	13	 



    	 



    

 


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


 


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


 


(qqq)
“Trading Day” shall mean, in respect to any security, (i) if such security is listed or admitted to trading
on any national securities exchange, a day on which the principal national securities exchange on which such security is listed
or admitted to trading is open for the transaction of business; and (ii) if such security is not so listed or admitted, a Business
Day.


 


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


 


(sss)
“Trust” shall have the meaning set forth in Section 24(d) hereof.


 


(ttt)
“Trust Agreement” shall have the meaning set forth in Section 24(d) hereof.


 


	SECTION
    2.	Appointment
    of Rights Agent.


 


The
Company hereby appoints the Rights Agent to act as rights agent for the Company and in accordance with the express terms and conditions
hereof (and no implied terms or conditions), and the Rights Agent hereby accepts such appointment. The Company may from time to
time appoint such co-Rights Agents as it may deem necessary or desirable, upon 10 calendar days’ prior written notice to
the Rights Agent. In the event the Company appoints one or more co-Rights Agents, the respective duties of the Rights Agent and
any co-Rights Agents under the provisions of this Agreement shall be as the Company reasonably determines, and the Company shall
notify, in writing, the Rights Agent and any co-Rights Agents of such duties. The Rights Agent shall have no duty to supervise,
and shall in no event be liable for, the acts or omissions of any such co-Rights Agents.


 


	SECTION
    3.	Issue
    of Rights Certificates.


 


(a)
On the Record Date, or as soon as practicable thereafter, the Company will send (directly or, at the expense of the Company, through
the Rights Agent or its transfer agent if the Rights Agent or transfer agent is directed by the Company and provided with all
necessary information and documents) a copy of a Summary of Rights to Purchase Preferred Stock, in substantially the form attached
hereto as Exhibit B and which may be appended to certificates that represent shares of Common Stock (the “Summary of
Rights”), to each record holder of Common Stock as of the Close of Business on the Record Date (other than any Acquiring
Person or any Associate or Affiliate of any Acquiring Person), at the address of such holder shown on the records of the Company
or transfer agent or register for Common Stock. With respect to certificates representing shares of Common Stock (or Book Entry
shares of Common Stock) outstanding as of the Record Date, until the Distribution Date, the Rights shall be evidenced by such
shares of Common Stock registered in the names of the holders thereof together with the Summary of Rights, and not by separate
Rights Certificates. With respect to Book Entry shares of Common Stock outstanding as of the Record Date, until the Distribution
Date, the Rights shall be evidenced by the balances indicated in the Book Entry account system of the transfer agent for the Common
Stock together with the Summary of Rights. Until the earlier of the Distribution Date and the Expiration Date, the transfer of
any shares of Common Stock outstanding on the Record Date (whether represented by certificates or evidenced by the balances indicated
in the Book Entry account system of the transfer agent for the Common Stock, and, in either case, regardless of whether a copy
of the Summary of Rights is submitted with the surrender or request for transfer), shall also constitute the transfer of the Rights
associated with such shares of Common Stock.


 




    	 	14	 



    	 



    

 


(b)
Rights shall be issued, without any further action, in respect of all shares of Common Stock that become outstanding (whether
originally issued or delivered from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution
Date and the Expiration Date; provided, however, that Rights also shall be issued to the extent provided in Section
22 hereof. Confirmation and account statements sent to holders of Common Stock for Book Entry form or, in the case of certificated
shares, certificates, representing such shares of Common Stock, issued after the Record Date shall bear a legend substantially
in the following form:


 


“[This
certificate] [These shares] also evidence[s] and entitle[s] the holder hereof to certain Rights as set forth in a Shareholder
Rights Agreement between Perma-Fix Environmental Services, Inc., a Delaware corporation (the “Company”), and Continental
Stock Transfer & Trust Company (the “Rights Agent”), dated as of May 2, 2018, as the same may be amended from
time to time (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of
which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the Rights Agreement,
such Rights shall be evidenced by separate certificates and will no longer be evidenced by [this certificate] [these shares].
The Company will mail to the holder of [this certificate] [these shares] a copy of the Rights Agreement as in effect on the date
of mailing without charge after receipt of a written request therefor.


 


Under
certain circumstances, as set forth in the Rights Agreement, Rights that are Beneficially Owned by any Person who is, was or becomes
an Acquiring Person or any Related Person thereof (as such capitalized terms are defined in the Rights Agreement), or specified
transferees of such Acquiring Person (or Related Person thereof) may become null and void and will no longer be transferable.”


 


With
respect to all certificates representing shares of Common Stock containing the foregoing legend in substantially similar form,
until the earliest of the Distribution Date and 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 such certificate(s) shall also constitute the transfer of the Rights
associated with the shares of Common Stock represented by such certificates.


 




    	 	15	 



    	 



    

 


With
respect to Common Stock in Book Entry form for which there has been sent a confirmation or account statement containing the foregoing
legend in substantially similar form, until the earliest of the Distribution Date and the Expiration Date, the Rights associated
with the Common Stock shall be evidenced by such Common Stock alone and registered holders of Common Stock shall also be the registered
holders of the associated Rights, and the transfer of any such Common Stock shall also constitute the transfer of the Rights associated
with such shares of Common Stock.


 


Notwithstanding
this paragraph (b), the omission of the legend or the failure to send, deliver or provide the registered owner of shares of Common
Stock a copy of the Summary of Rights shall not affect the enforceability of any part of this Agreement or the rights of any holder
of the Rights.


 


In
the event that the Company purchases or otherwise acquires any shares of Common Stock after the Record Date but prior to the Distribution
Date, any Rights associated with such shares of Common Stock shall be cancelled and retired so that the Company is not entitled
to exercise any Rights associated with the shares of Common Stock that are no longer outstanding.


 


(c)
Until the Distribution Date, the Rights shall be transferable only in connection with the transfer of the underlying shares of
Common Stock (including, without limitation, a transfer to the Company).


 


(d)
As soon as practicable after the Distribution Date, the Company will prepare and execute, and upon the written request of the
Company, the Rights Agent will countersign and the Company will send or cause to be sent (and the Rights Agent will, if so requested
and provided with all necessary information and documents, at the expense of the Company, send) by first-class, insured, postage-prepaid
mail, to each record holder of shares of Common Stock as of the Close of Business on the Distribution Date (other than any Acquiring
Person or any Related Person of an Acquiring Person), at the address of such holder shown on the records of the Company, one or
more rights certificates, in substantially the form of Exhibit C hereto (the “Rights Certificate”), evidencing
one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in
the number of Rights per share of Common Stock has been made pursuant to Section 11 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 shall be evidenced solely by such Rights Certificates, and
the Rights Certificates and the Rights shall be transferable separately from the transfer of Common Stock. The Company shall promptly
notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if such notification is given orally, the
Company shall confirm the same in writing on or prior to the Business Day next following. Until such written notice is received
by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred.


 




    	 	16	 



    	 



    

 


	SECTION
    4.	Form
    of Rights Certificate.


 


(a)
The Rights Certificates (and the forms of election to purchase and of assignment and the certificate to be printed on the reverse
thereof) shall be substantially in the form set forth in Exhibit C hereto and may have such changes or marks of identification
or designation and such legends, summaries, or endorsements printed thereon as the Company may deem appropriate (but which do
not affect the rights, duties, liabilities or responsibilities of the Rights Agent), and as are not inconsistent with the provisions
of this Agreement, or as may be required to comply with any applicable law or any rule or regulation thereunder or with any applicable
rule or regulation of any stock exchange upon which the Rights may from time to time be listed or the Financial Industry Regulatory
Authority, or to conform to customary usage. Subject to the provisions of this Agreement, the Rights Certificates, whenever distributed,
shall be dated as of the Distribution Date and on their face shall entitle the holders thereof to purchase such number of one
one-thousandth of a share of Preferred Stock as shall be set forth therein at the price set forth therein (such price, the “Exercise
Price”), but the amount and type of securities, cash, or other assets that may be acquired upon the exercise of each
Right and the Exercise Price thereof shall be subject to adjustment as provided herein.


 


(b)
Any Rights Certificate issued pursuant hereto that represents Rights Beneficially Owned by (i) an Acquiring Person or any Related
Person of an Acquiring Person; (ii) a transferee of an Acquiring Person (or of any such Related Person) that becomes a transferee
after the Acquiring Person becomes an Acquiring Person; or (iii) a transferee of an Acquiring Person (or of any such Related Person)
that becomes a transferee prior to or concurrently with the Acquiring Person becoming an Acquiring Person and that receives such
Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person (or any such Related Person)
to holders of equity interests in such Acquiring Person (or any such Related Person) or to any Person with whom such Acquiring
Person (or any such Related Person) has any continuing written or oral plan, agreement, arrangement, or understanding regarding
the transferred Rights, shares of Common Stock, or the Company; or (B) a transfer that the Board has determined in good faith
and in its sole discretion to be part of a plan, agreement, arrangement, or understanding that has as a primary purpose or effect
the avoidance of Section 7(e) hereof (and any Rights Certificate issued pursuant to Section 6 or Section 11 hereof upon transfer,
exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence), shall contain upon the direction
of the Board a legend substantially in the following form:


 


“The
Rights represented by this Rights Certificate are or were Beneficially Owned by a Person who was or became an Acquiring Person
or a Related Person of an Acquiring Person (as such terms are defined in the Shareholder Rights Agreement dated as of May 2, 2018
by and between Perma-Fix Environmental Services, Inc. and Continental Stock Transfer & Trust Company, LLC (the “Rights
Agreement”)). Accordingly, this Rights Certificate and the Rights represented hereby may become null and void in the circumstances
specified in Section 7(e) of the Rights Agreement.”


 


The
Company shall give written notice to the Rights Agent promptly after it becomes aware of the existence and identity of any Acquiring
Person or any Related Person thereof. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively
for all purposes that no Person has become an Acquiring Person or a Related Person of an Acquiring Person. The Company shall instruct
the Rights Agent in writing of the Rights which should be so legended.


 




    	 	17	 



    	 



    

 


	SECTION
    5.	Countersignature
    and Registration.


 


(a)
The Rights Certificates shall be executed on behalf of the Company by its Chief Executive Officer, President, Secretary, Treasurer,
any Vice-President, any Assistant Secretary or any other officer of the Company, shall have affixed thereto the Company’s
corporate seal (or a facsimile thereof), and shall be attested by the Company’s Secretary or one of its Assistant Secretaries.
The signature of any of these officers on the Rights Certificates may be manual or by facsimile or other customary shall mean
of electronic transmission (e.g., “pdf”). Rights Certificates bearing the manual or facsimile signatures of the individuals
who were at the time of execution the proper officers of the Company shall bind the Company, notwithstanding that such individuals
or any of them have ceased to hold such offices prior to the countersigning of such Rights Certificates by the Rights Agent or
did not hold such offices at the date of such Rights Certificates. No Rights Certificate shall be entitled to any benefit under
this Agreement or shall be valid for any purpose unless there appears on such Rights Certificate a countersignature duly executed
by the Rights Agent by manual or facsimile or other customary shall mean of electronic transmission (e.g., “pdf”)
of an authorized officer, and such countersignature upon any Rights Certificate shall be conclusive evidence, and the only evidence,
that such Rights Certificate has been duly countersigned as required hereunder.


 


(b)
Following the Distribution Date, and receipt by the Rights Agent of written notice to that effect and all other relevant and necessary
information referred to in Section 3(d) hereof, the Rights Agent shall keep or cause to be kept, at its office designated for
such purpose, books for registration and transfer of the Rights Certificates issued hereunder. Such books shall show the name
and address of each holder of the Rights Certificates, the number of Rights evidenced on its face by each Rights Certificate and
the date of each Rights Certificate.


 


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


 


(a)
Subject to the provisions of Sections 4(b), 7(e) and 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 (other than Rights Certificates representing
Rights that have become null and void pursuant to Section 7(e) hereof, that have been redeemed pursuant to Section 23 hereof,
or that have been exchanged pursuant to Section 24 hereof) may be transferred, split up, combined or exchanged for another Rights
Certificate, entitling the registered holder to purchase a like number of one one-thousandth of a share of Preferred Stock (or
following a Triggering Event, Common Stock, other securities, cash or other assets, as the case may be) as the Rights Certificate
or Certificates surrendered then entitled such holder to purchase. Any registered holder desiring to transfer, split up, combine
or exchange any Rights Certificate shall make such request in writing delivered to the Rights Agent, and shall surrender, together
with any required form of assignment duly executed and properly completed, the Rights Certificates to be transferred, split up,
combined or exchanged at the office of the Rights Agent designated for such purpose. The Rights Certificates are transferable
only on the books and records of the Rights Agent. 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 has properly completed
and executed the certificate set forth in the form of assignment on the reverse side of such Rights Certificate and has provided
such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) of the Rights represented by such
Rights Certificate or Related Person thereof as the Company or the Rights Agent requests, whereupon the Rights Agent shall, subject
to the provisions of Sections 4(b), 7(e) and 14 hereof, countersign and deliver to the Person entitled thereto a Rights Certificate
or Rights Certificates, as the case may be, as so requested. The Company may require payment by the holder of the Rights of a
sum sufficient to cover any tax or charge that may be imposed in connection with any transfer, split up, combination or exchange
of Rights Certificates. If and to the extent the Company does require payment of any such taxes or charges, the Company shall
give the Rights Agent prompt written notice thereof and the Rights Agent shall not deliver any Rights Certificate unless and until
it is satisfied that all such payments have been made, and the Rights Agent shall forward any such sum collected by it to the
Company or to such Persons as the Company specifies by written notice. The Rights Agent shall have no duty or obligation to take
any action with respect to a Rights holder under any Section of this Agreement which requires the payment by such Rights holder
of applicable taxes and/or charges unless and until it is satisfied that all such taxes and/or charges have been paid.


 




    	 	18	 



    	 



    

 


(b)
If a Rights Certificate is mutilated, lost, stolen or destroyed, upon request by the registered holder of the Rights represented
thereby and upon payment to the Company and the Rights Agent of all reasonable expenses incident thereto, there shall be issued,
in exchange for and upon cancellation of the mutilated Rights Certificate, or in substitution for the lost, stolen or destroyed
Rights Certificate, a new Rights Certificate, in substantially the form of the prior Rights Certificate, of like tenor and representing
the equivalent number of Rights, but, in the case of loss, theft, or destruction, only upon receipt of evidence satisfactory to
the Company and the Rights Agent of such loss, theft or destruction of such Rights Certificate and such additional evidence of
the identity of the Beneficial Owner (or former Beneficial Owner) or Related Persons thereof as the Company or the Rights Agent
requests, and, if requested by the Company or the Rights Agent, indemnity also satisfactory to it.


 


(c)
Notwithstanding any other provision hereof, the Company and the Rights Agent may amend this Agreement to provide for uncertificated
Rights in addition to or in lieu of Rights evidenced by Right Certificates, to the extent permitted by applicable law.


 


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


 


(a)
Subject to Section 7(e) hereof, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except
as otherwise provided herein including, without limitation, in the restrictions on exercisability set forth in Sections 9(c),
11(a)(iii) and 23(a) hereof), in whole or in part, at any time after the Distribution Date upon surrender of the Rights Certificate,
with the form of election to purchase and the certificate on the reverse side thereof properly completed and duly executed, to
the Rights Agent at the office of the Rights Agent designated for such purpose, together with payment of the Exercise Price for
each one one-thousandth of a share of Preferred Stock (or Common Stock, other securities, cash or other assets, as the case may
be) as to which the Rights are exercised, at or prior to the earliest of (i) the Close of Business on May 2, 2019 (the “Final
Expiration Date”); (ii) the time at which the Rights are redeemed pursuant to Section 23 hereof (the “Redemption
Date”); (iii) the time at which the Rights are exchanged pursuant to Section 24 hereof (the “Exchange Date”);
or (iv) the closing of any merger or other acquisition transaction involving the Company pursuant to an agreement of the type
described in Section 1(g)(ii)(A)(4) and Section 13(f) at which time the Rights are terminated; (the earliest of (i), (ii) (iii)
and (iv) being herein referred to as the “Expiration Date”).


 




    	 	19	 



    	 



    

 


(b)
Each Right shall entitle the registered holder thereof to purchase one one-thousandth of a share of Preferred Stock. The Exercise
Price for each one one-thousandth of a share of Preferred Stock pursuant to the exercise of a Right shall be initially $20.00,
and shall be subject to adjustment from time to time as provided in Sections 11 and 13 hereof and payable in lawful money
of the United States in accordance with paragraph (c) of this Section 7.


 


(c)
Upon receipt of a Rights Certificate representing exercisable Rights, with the form of election to purchase and the certificate
properly completed and duly executed, accompanied by payment, with respect to each Right so exercised, of the Exercise Price per
one one-thousandth of a share of Preferred Stock (or Common Stock, other securities, cash or other assets, as the case may be)
to be purchased and an amount equal to any applicable tax or charge, then the Rights Agent shall, subject to Section 18(j) hereof,
promptly (i) (A) requisition from any transfer agent of the Preferred Stock certificates representing such number of one one-thousandth
of a share of Preferred Stock (or fractions of shares that are integral multiples of one one-thousandth of a share of Preferred
Stock) as are to be purchased and the Company shall direct its transfer agent to comply with all such requests; or (B) if the
Company has 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-thousandth 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 shall direct the depositary
agent to comply with all such requests; (ii) if necessary to comply with this Agreement, 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 such 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) if necessary to comply with
this Agreement, after receipt thereof, deliver such cash, if any, to or upon the order of the registered holder of such Rights
Certificate. In the event that the Company is obligated to issue Common Stock or other securities of the Company, pay cash and/or
distribute other assets pursuant to Section 11(a) hereof, the Company shall make all arrangements necessary so that such Common
Stock, other securities, cash and/or other assets are available for distribution by the Rights Agent, if and when necessary to
comply with this Agreement, and until so received, the Rights Agent shall have no duties or obligations with respect to such securities,
cash and/or other assets. The payment of the Exercise Price (as such amount may be reduced pursuant to Section 11(a)(iii) hereof)
may be made in cash or by certified or bank check or money order payable to the order of the Company.


 


(d)
In the event a registered holder of any Rights Certificate exercises 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, such holder, registered in such name or names as designated by such holder, subject to the provisions of Sections 6 and 14
hereof.


 




    	 	20	 



    	 



    

 


(e)
Notwithstanding anything in this Agreement to the contrary, from and after the first occurrence of a Flip-In Event, any Rights
Beneficially Owned by (i) an Acquiring Person or a Related Person of an Acquiring Person; (ii) a transferee of an Acquiring Person
(or of any such Related Person) who becomes a transferee after the Acquiring Person becomes such; or (iii) a transferee of an
Acquiring Person (or of any such Related Person) who becomes a transferee prior to or concurrently with the Acquiring Person becoming
such and who receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person
(or any such Related Person) to holders of equity interests in such Acquiring Person (or any such Related Person) or to any Person
with whom the Acquiring Person (or any such Related Person) has any continuing written or oral plan, agreement, arrangement or
understanding regarding the transferred Rights, shares of Common Stock or the Company; or (B) a transfer that the Board has determined
in good faith and in its sole discretion to be part of a plan, agreement, arrangement or understanding that has as a primary purpose
or effect the avoidance of this Section 7(e), shall be null and void without any further action, and any holder of such Rights
thereafter shall have no rights or preferences whatsoever with respect to such Rights, whether under any provision of this Agreement,
the Rights Certificates or otherwise (including, without limitation, rights and preferences pursuant to Sections 7, 11, 13, 23
and 24 hereof). The Company shall use commercially reasonable efforts to ensure compliance with the provisions of this Section
7(e) and Section 4(b) hereof, but neither the Company nor the Rights Agent have any liability to any holder of Rights or any other
Person as a result of the Company’s failure to make any determination with respect to an Acquiring Person or its Related
Persons or transferees hereunder.


 


(f)
Notwithstanding anything in this Agreement or any Rights Certificate to the contrary, neither the Rights Agent nor the Company
shall be obligated to take any action with respect to a registered holder upon the occurrence of any purported transfer or exercise
as set forth in this Section 7 by such registered holder unless such registered holder has (i) properly completed and duly executed
the certificate following 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)
of the Rights represented by such Rights Certificate or Related Persons thereof as the Company or the Rights Agent reasonably
requests.


 


	SECTION
    8.	Cancellation
    and Destruction of Rights Certificates.


 


All
Rights Certificates surrendered for the purpose of exercise, transfer, split up, combination or exchange shall, if surrendered
to the Company or to 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 this Agreement. The Company shall deliver to the Rights Agent for cancellation and retirement, and the Rights Agent
shall so cancel and retire, any Rights Certificates 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
or cause to be destroyed such cancelled Rights Certificates, and in such case shall deliver a certificate of destruction thereof
to the Company.


 




    	 	21	 



    	 



    

 


	SECTION
    9.	Reservation
    and Availability of Capital Stock.


 


(a)
The Company shall cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock (and following
the occurrence of a Triggering Event, out of its authorized and unissued shares of Common Stock and/or other securities or out
of its authorized and issued shares held in its treasury), a number of shares of Preferred Stock (and, following the occurrence
of a Triggering Event, shares of Common Stock and/or other securities) that, as provided in this Agreement, including Section
11(a)(iii) hereof, shall be sufficient to permit the exercise in full of all outstanding Rights. Upon the occurrence of any events
resulting in an increase in the aggregate number of shares of Preferred Stock (or Common Stock and/or other equity securities
of the Company) issuable upon exercise of all outstanding Rights above the number then reserved, the Company shall make appropriate
increases in the number of shares so reserved.


 


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


 


(c)
If the Company is required to file a registration statement pursuant to the Securities Act with respect to the securities purchasable
upon exercise of the Rights, the Company shall use its commercially reasonable efforts to (i) file, as soon as practicable following
the earliest date after the first occurrence of a Flip-In Event on which the consideration to be delivered by the Company upon
exercise of the Rights has been determined in accordance with this Agreement, or as soon as is required by applicable law following
the Distribution Date, as the case may be, such registration statement; (ii) cause such registration statement to become effective
as soon as practicable after such filing; and (iii) cause such registration statement to remain effective (and to include a prospectus
at all times complying with the requirements of the Securities Act) until the earlier of (A) the date as of which the Rights are
no longer exercisable for the securities covered by such registration statement, and (B) the Expiration Date. The Company shall
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 (with prompt written
notice thereof to the Rights Agent), for a period of time not to exceed 90 days after the date set forth in clause (i) of the
first sentence of this Section 9(c), the exercisability of the Rights in order to prepare and file such registration statement
and permit it to become effective. Upon any such suspension, the Company shall issue a public announcement (with prompt written
notice thereof to the Rights Agent; and until such written notice is received by the Rights Agent, the Rights Agent may presume
conclusively that no such suspension has occurred) stating that the exercisability of the Rights has been temporarily suspended,
as well as a public announcement at such time as the suspension has been rescinded (with prompt written notice to the Rights Agent;
and until such written notice is received by the Rights Agent, the Rights Agent may presume conclusively that such suspension
has not 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 an effective registration statement is required and shall not have been declared effective
or has been suspended.


 




    	 	22	 



    	 



    

 


(d)
The Company shall take such action as may be necessary to ensure that each one one-thousandth of a share of Preferred Stock (and,
following the occurrence of a Triggering Event, Common Stock and/or other securities that may be delivered upon exercise of Rights)
shall be, at the time of delivery of the certificates or depositary receipts for such securities (subject to payment of the Exercise
Price), duly and validly authorized and issued, fully paid and non-assessable.


 


(e)
The Company shall pay when due and payable any and all documentary, stamp or transfer tax, or other tax or charge, that is payable
in respect of the issuance and delivery of the Rights Certificates or the issuance and delivery of any certificates or depository
receipts or entries in the Book Entry account system of the transfer agent for the Preferred Stock for a number of one one-thousandth
of a share of Preferred Stock (or Common Stock and/or other equity securities of the Company that may be delivered upon exercise
of the Rights) upon the exercise of Rights; provided, however, the Company shall not be required to pay any such
tax or charge that may be payable in connection with the issuance or delivery of any of any certificates or depositary receipts
or entries in the Book Entry account system of the transfer agent for the Preferred Stock for a number of one one-thousandth of
a share of Preferred Stock (or Common Stock and/or other equity securities of the Company as the case may be) to any Person other
than the registered holder of the Rights Certificates evidencing the Rights surrendered for exercise. The Company shall not be
required to issue or deliver any certificates or depositary receipts or entries in the Book Entry account system of the transfer
agent for the Preferred Stock (or Common Stock and/or other equity securities of the Company as the case may be) to, or in a name
other than that of, the registered holder upon the exercise of any Rights until any such tax or charge has been paid (any such
tax or charge being payable by the holder of such Rights Certificate at the time of surrender) or until it has been established
to the Company’s or Rights Agent’s satisfaction that no such tax or charge is due.


 


	SECTION
    10.	Preferred
    Stock Record Date.


 


Each
Person in whose name any certificate or entry in the Book Entry account system of the transfer agent for the Preferred Stock for
a number of one one-thousandth 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 be for all purposes the holder of record of such fractional shares of Preferred Stock
(or Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate or entry shall be dated
the date upon which the Rights Certificate evidencing such Rights was duly surrendered and payment of the Exercise Price (and
any applicable transfer taxes and charges) was made; provided, however, that if the date of such surrender and payment
is a date upon which the applicable transfer books of the Company are closed, such Person shall be deemed to have become the record
holder of such securities (fractional or otherwise) on, and such certificate or entry shall be dated, the next succeeding Business
Day on which the applicable transfer books of the Company are open; provided, further, that if delivery of a number
of one one-thousandth of a share of Preferred Stock is delayed pursuant to Section 9(c) hereof, such Persons shall be deemed to
have become the record holders of such number of one one-thousandth of a share of Preferred Stock only when such Preferred Stock
first become deliverable. Prior to the exercise of the Rights evidenced thereby, the holder of a Rights Certificate shall not
be entitled to any rights of a stockholder of the Company with respect to the securities for which the Rights are exercisable,
including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights,
and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.


 




    	 	23	 



    	 



    

 


	SECTION
    11.	Adjustment
    of Exercise Price, Number and Kind of Shares or Number of Rights.


 


The
Exercise Price, the number and kind of securities 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 at any time after the date hereof (A) declares a dividend on the Preferred Stock payable in shares
of Preferred Stock; (B) subdivides the outstanding Preferred Stock; (C) combines the outstanding Preferred Stock into a smaller
number of shares; or (D) issues any shares of its capital stock in a reclassification of Preferred Stock (including any such reclassification
in connection with a consolidation or merger in which the Company is the continuing or surviving corporation), except as otherwise
provided in this Section 11(a), then the Exercise Price in effect at the time of the record date for such dividend or of the effective
date of such subdivision, combination or reclassification, and the number and kind of shares (or fractions thereof) of Preferred
Stock or capital stock, as the case may be, issuable on such date upon exercise of the Rights, shall be proportionately adjusted
so that the holder of any Right exercised after such time becomes entitled to receive, upon payment of the Exercise Price then
in effect, the aggregate number and kind of shares (or fractions thereof) of Preferred Stock or capital stock, as the case may
be, which, if such Right had been exercised immediately prior to such date, such holder would have owned upon such exercise and
been entitled to receive by virtue of such dividend, subdivision, combination or reclassification. If an event occurs that would
require an adjustment under both this Section 11(a)(i) and Section 11(a)(ii) hereof, the adjustment provided for in this Section
11(a)(i) shall be in addition to, and shall be made prior to, any adjustment required pursuant to Section 11(a)(ii) hereof.


 


(ii)
Subject to Section 23 and Section 24 hereof, in the event that any Person (other than any Exempt Person), alone or together with
its Related Persons, becomes an Acquiring Person (the first occurrence of such event, the “Flip-In Event”),
unless the event causing such Person to become an Acquiring Person is a transaction set forth in Section 13(a) hereof, then proper
provision shall be made so that promptly following the Redemption Period, each holder of a Right (except as provided below and
in Section 7(e) hereof) thereafter has the right to receive, upon exercise thereof and payment of an amount equal to the then
current Exercise Price in accordance with the terms of this Agreement, in lieu of a number of one one-thousandth of a share
of Preferred Stock, a number of shares of Common Stock of the Company equal to the result obtained by (A) multiplying the then
current Exercise Price by the then number of one one-thousandth of a share of Preferred Stock for which a Right was or would have
been exercisable immediately prior to the first occurrence of a Flip-In Event, whether or not such Right was then exercisable;
and (B) dividing that product (which, following such first occurrence, shall be referred to as the “Exercise Price”
for each Right and for all purposes of this Agreement except to the extent set forth in Section 13 hereof) by 50% of the Current
Market Price of Common Stock on the date of such first occurrence (such number of shares, the “Adjustment Shares”).
The Company shall provide the Rights Agent with written notice of the identity of any such Acquiring Person, Related Person or
the nominee or transferee of any of the foregoing, and the Rights Agent may rely on such notice in carrying out its duties under
this Agreement and shall be deemed not to have any knowledge of the identity of any such Acquiring Person, Related Person or the
nominee or transferee of any of the foregoing, unless and until it has received such notice.


 




    	 	24	 



    	 



    

 


(iii)
In the event that the number of shares of Common Stock authorized by the Certificate of Incorporation, but not outstanding, or
reserved for issuance for purposes other than upon exercise of the Rights, is not sufficient to permit the exercise in full of
the Rights in accordance with the foregoing clause (ii), the Board shall, to the extent permitted by applicable law and by any
agreements or instruments then in effect to which the Company is a party, (A) determine the excess of (1) the value of the Adjustment
Shares issuable upon the exercise of a Right (the “Current Value”) over (2) the Exercise Price (such excess
being the “Spread”), and (B) with respect to each Right (subject to Section 7(e) hereof), make adequate provision
to substitute for some or all of the Adjustment Shares, upon exercise of a Right and payment of the applicable Exercise Price,
(1) cash; (2) a reduction in the Exercise Price; (3) shares or fractions of a share of Preferred Stock or other equity securities
of the Company (including, without limitation, shares, or units of shares, of Preferred Stock which the Board has determined to
have the same value as shares of Common Stock) (such shares of equity securities being herein called “Common Stock Equivalents”);
(4) debt securities of the Company; (5) other assets; or (6) any combination of the foregoing, in each case having an aggregate
value equal to the Current Value, as determined by the Board based upon the advice of a financial advisor selected by the Board;
provided, however, if the Company has not made adequate provision to deliver value pursuant to clause (B) above
within 30 days following the later of (x) the first occurrence of a Flip-In Event; and (y) the date on which the Redemption Period
expires (the later of (x) and (y) being referred to herein as the “Flip-In Trigger Date”), then the Company
shall deliver, upon the surrender for exercise of a Right and without requiring payment of the Exercise Price, shares of Common
Stock (to the extent available), and then, if necessary such number or fractions of shares of Preferred Stock (to the extent available)
and then, if necessary, cash, which shares and/or cash have an aggregate value equal to the Spread.


 


If,
upon the occurrence of a Flip-In Event, the Board determines in good faith and in its sole discretion that it is likely that sufficient
additional shares of Common Stock could be authorized for issuance upon exercise in full of the Rights, then if the Board so elects,
the 30-day period set forth above may be extended to the extent necessary, but not more than 90 days after the Flip-In Trigger
Date, in order that the Company may seek stockholder approval for the authorization of such additional shares (such period, as
it may be extended, the “Substitution Period”). To the extent that action is to be taken pursuant to the preceding
provisions of this Section 11(a)(iii), the Company (aa) shall provide, subject to Section 7(e) hereof, that such action shall
apply uniformly to all outstanding Rights; and (bb) may suspend the exercisability of the Rights until the expiration of the Substitution
Period in order to seek an authorization of additional shares and/or to decide the appropriate form of distribution to be made
pursuant to the second sentence of this Section 11(a)(iii) and to determine the value thereof. In the event of any such suspension,
the Company shall issue a public announcement (with prompt written notice thereof to the Rights Agent) stating that the exercisability
of the Rights has been temporarily suspended, as well as a public announcement (with prompt written notice thereof to the Rights
Agent) at such time as the suspension is no longer in effect. For purposes of this Section 11(a)(iii), the value of the Common
Stock shall be the Current Market Price of the Common Stock on the Flip-In Trigger Date and the value of any Common Stock Equivalents
shall have the same value as the Common Stock on such date. The Board, in its sole discretion, may establish procedures to allocate
the right to receive shares of Common Stock upon the exercise of the Rights among holders of Rights pursuant to this Section 11(a)(iii).


 




    	 	25	 



    	 



    

 





(b)
In case the Company fixes a record date for the issuance of rights, options or warrants to all holders of Preferred Stock entitling
them (for a period expiring within 45 days after such record date) to subscribe for or purchase 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 of the Preferred Stock on such record date, the Exercise Price to be in effect
after such record date shall be determined by multiplying the Exercise Price in effect immediately prior to such record date by
a fraction, the numerator of which shall be the number of shares of Preferred Stock or Equivalent Preferred Stock outstanding
on such record date, plus the number of shares of Preferred Stock or Equivalent Preferred Stock which the aggregate offering price
of the total number of shares of Preferred Stock and/or Equivalent Preferred Stock so to be offered (and/or the aggregate initial
conversion price of the convertible securities so to be offered) would purchase at such Current Market Price, and the denominator
of which shall be the number of shares of Preferred Stock or Equivalent 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 all or part of which may be in a form other than cash, the value of such consideration shall
be determined by the Board, in its sole discretion, whose determination shall be described in a statement filed with the Rights
Agent and shall be binding on the Rights Agent and the holders of the Rights. Shares of Preferred Stock or Equivalent Preferred
Stock owned by or held for the account of the Company or any Subsidiary will not be deemed outstanding for the purpose of such
computation. Such adjustment shall be made successively whenever such a record date is fixed, and in the event that such rights,
options or warrants are not so issued, the Exercise Price shall be adjusted to be the Exercise Price that would then be in effect
if such record date had not been fixed.


 




    	 	26	 



    	 



    

 


(c)
In case the Company fixes a record date for a distribution to all holders of shares of Preferred Stock (including, without limitation,
any such distribution made in connection with a consolidation or merger in which the Company is the continuing or surviving corporation),
evidences of indebtedness, cash (other than a regular quarterly cash dividend out of the earnings or retained earnings of the
Company), assets (other than a dividend payable in shares of Preferred Stock, but including any dividend payable in stock other
than Preferred Stock), or subscription rights, options or warrants (excluding those referred to in Section 11(b) hereof), then,
in each case, the Exercise Price to be in effect after such record date shall be determined by multiplying the Exercise Price
in effect immediately prior to such record date by a fraction, the numerator of which shall be the Current Market Price of the
Preferred Stock on such record date minus the fair market value (as determined in good faith by the Board, in its sole discretion,
whose determination shall be described in a statement filed with the Rights Agent and shall be binding and conclusive for all
purposes 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 distributable in respect of a share of Preferred Stock, and the denominator
of which shall be the Current Market Price of the Preferred Stock on such record date. Such adjustments shall be made successively
whenever such a record date is fixed; and in the event that such distribution is not so made, the Exercise Price shall be adjusted
to be the Exercise Price that would have been in effect if such record date had not been fixed.


 


(d)
Notwithstanding anything herein to the contrary, no adjustment in the Exercise Price is required unless such adjustment would
require an increase or decrease of at least one percent (1%) in the Exercise Price; provided, however, that any
adjustments that by reason of this Section 11(d) are not required to be made shall be carried forward and taken into account in
any subsequent adjustment. All calculations under this Section 11 shall be made to the nearest cent or to the nearest one-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(d), no adjustment required by this Section 11 may be made after the earlier of (i) three
years from the date of the transaction that requires such adjustment and (ii) the Expiration Date.


 


(e)
If, as a result of an adjustment made pursuant to Sections 11(a)(ii) or 13(a) hereof, the holder of any Right thereafter exercised
becomes entitled to receive any shares of capital stock other than Preferred Stock, the number of such other shares 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), (d), (f), (g), (h), (i), (j) and (k) 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.


 


(f)
All Rights originally issued by the Company subsequent to any adjustment made to the Exercise Price hereunder will evidence the
right to purchase, at the adjusted Exercise Price, the number of one one-thousandth of a share of Preferred Stock (or other securities
or amount of cash or combination thereof) that may be acquired from time to time hereunder upon exercise of the Rights, all subject
to further adjustment as provided herein.


 


(g)
Unless the Company has exercised its election pursuant to Section 11(h), upon each adjustment of the Exercise 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
will thereafter evidence the right to purchase, at the adjusted Exercise Price, a number of one one-thousandth of a share of Preferred
Stock (calculated to the nearest one-millionth of a share) obtained by (i) multiplying (A) the number of one one-thousandth of
a share covered by a Right immediately prior to this adjustment by (B) the Exercise Price in effect immediately prior to such
adjustment of the Exercise Price; and (ii) dividing the product so obtained by the Exercise Price in effect immediately after
such adjustment of the Exercise Price.


 




    	 	27	 



    	 



    

 


(h)
The Company may elect, on or after the date of any adjustment of the Exercise Price, to adjust the number of Rights, in lieu
of any adjustment in the number of one one-thousandth of a share of Preferred Stock that may be acquired 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-thousandth 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 a number of Rights (calculated to the nearest
one one-thousandth of a Right) obtained by dividing the Exercise Price in effect immediately prior to adjustment of the Exercise
Price by the Exercise Price in effect immediately after adjustment of the Exercise Price. The Company shall make a public announcement
(with prompt written notice thereof to the Rights Agent) 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. Such record date may be the date
on which the Exercise Price is adjusted or any day thereafter, but, if the Rights Certificates have been issued, shall be at least
10 days later than the date of such public announcement. If Rights Certificates have been issued, upon each adjustment of the
number of Rights pursuant to this Section 11(h), the Company shall, as promptly as practicable, at the option of the Company,
either (A) 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 are entitled as a result of such adjustment, or (B)
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 become entitled after such adjustment. Rights Certificates so to be distributed shall be issued,
executed and delivered by the Company, and countersigned and delivered by the Rights Agent, in the manner provided for herein
(and may bear, at the option of the Company, the adjusted Exercise Price) and shall be registered in the names of the holders
of record of Rights Certificates on the record date specified in the public announcement.


 


(i)
Irrespective of any adjustment or change in the Exercise Price or the number of one one-thousandth 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
Exercise Price per one one-thousandth of a share and the number of one one-thousandth of a share which were expressed in the initial
Rights Certificates issued hereunder.


 


(j)
In any case in which this Section 11 requires that an adjustment in the Exercise Price be made effective as of a record date for
a specified event, the Company may elect to defer (with prompt written notice thereof to the Rights Agent; and until such written
notice is received by the Rights Agent, the Rights Agent may presume conclusively that no such election has occurred) until the
occurrence of such event the issuance to the holder of any Right exercised after such record date of that number of one one-thousandth
of a share of Preferred Stock and shares of other capital stock or securities of the Company, if any, issuable upon such exercise
over and above the number of one one-thousandth of a share of Preferred Stock and shares of other capital stock or securities
of the Company, if any, issuable upon such exercise on the basis of the Exercise Price in effect prior to such adjustment; provided,
however, that the Company shall deliver to such holder a due bill or other appropriate instrument evidencing such holder’s
right to receive such additional shares (fractional or otherwise) or securities upon the occurrence of the event requiring such
adjustment.


 




    	 	28	 



    	 



    

 




(k)
Notwithstanding anything in this Section 11 to the contrary, prior to the Distribution Date, the Company is entitled to make such
reductions in the Exercise Price, in addition to those adjustments expressly required by this Section 11, to the extent that the
Board determines that any (i) consolidation or subdivision of the Preferred Stock; (ii) issuance wholly for cash of any shares
of Preferred Stock at less than the Current Market Price; (iii) issuance wholly for cash of shares of Preferred Stock or securities
that by their terms are convertible into or exchangeable for shares of Preferred Stock; (iv) stock dividends; or (v) issuance
of rights, options or warrants referred to in this Section 11, hereafter made by the Company to holders of its Preferred Stock
is taxable to such holders or reduces the taxes payable by such holders.


 


(l)
The Company may not, at any time after the Distribution Date, (i) consolidate with any other Person (other than a direct or indirect,
wholly owned Subsidiary of the Company in a transaction that complies with Section 11(m) hereof); (ii) merge with or into any
other Person (other than a direct or indirect, wholly owned Subsidiary of the Company in a transaction that complies with Section
11(m) hereof); or (iii) sell or transfer (or permit any Subsidiary to sell or transfer), in one transaction, or a series of transactions,
assets or earning power aggregating more than 50% of the assets or earning power of the Company and its Subsidiaries (taken as
a whole) to any other Person or Persons (other than the Company and/or any of its direct or indirect, wholly owned Subsidiaries
in one or more transactions, each of which complies with Section 11(m) hereof), if (A) at the time of or immediately after such
consolidation, merger or sale there are any rights, warrants or other instruments or securities outstanding or agreements in effect
that would substantially diminish or otherwise eliminate the benefits intended to be afforded by the Rights; or (B) prior to,
simultaneously with or immediately after such consolidation, merger or sale, the stockholders or other Persons holding an equity
interest in such Person that constitutes, or would constitute, the “Principal Party” for purposes of Section 13(a)
hereof shall have received a distribution of, or otherwise have transferred to them, the Rights previously owned by such Person
or any of its Related Persons; provided, however, this Section 11(l) shall not affect the ability of any Subsidiary
of the Company to consolidate with, merge with or into, or sell or transfer assets or earning power to, any other Subsidiary of
the Company.


 


(m)
After the earlier of the Distribution Date and the Stock Acquisition Date and as long as any Rights are outstanding (other than
Rights that have become null and void pursuant to Section 7(e) hereof), the Company may not, except as permitted by Section 23,
Section 24, and 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 diminish substantially or otherwise eliminate the benefits intended
to be afforded by the Rights.


 




    	 	29	 



    	 



    

 


(n)
Notwithstanding anything in this Agreement to the contrary, in the event that the Company, at any time after the date hereof and
prior to the Distribution Date, (i) declares a dividend on the outstanding shares of Common Stock payable in shares of Common
Stock; (ii) subdivides any outstanding shares of Common Stock; (iii) combines any of the outstanding shares of Common Stock into
a smaller number of shares; or (iv) issues any shares of its capital stock in a reclassification of the Common Stock (including
any such reclassification in connection with a consolidation or merger in which the Company is the continuing or surviving corporation),
then 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 equals 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. The adjustments provided for in this Section 11(n)
shall be made successively whenever such a dividend is declared or paid or such a subdivision, combination, or reclassification
is effected. If an event occurs that would require an adjustment under Section 11(a)(ii) hereof and this Section 11(n), the adjustments
provided for in this Section 11(n) shall be in addition and prior to any adjustment required pursuant to Section 11(a)(ii) hereof.


 


	SECTION
    12.	Certificate
    of Adjusted Exercise Price or Number of Shares.


 


Whenever
an adjustment is made or any event affecting the Rights or their exercisability (including, without limitation, an event that
causes Rights to become null and void) occurs as provided in Section 11 or Section 13 hereof, the Company shall (a) promptly prepare
a certificate setting forth such adjustment or describing such event, and a brief reasonably detailed statement of the facts,
computations and methodology accounting for such adjustment; (b) promptly file with the Rights Agent, and with each transfer agent
for the Preferred Stock and the Common Stock, a copy of such certificate; and (c) mail a brief summary thereof to each holder
of a Rights Certificate (or, if prior to the Distribution Date, each registered holder of shares of Common Stock) in accordance
with Section 26 hereof. Notwithstanding the foregoing sentence, the failure of the Company to make such certification or give
such notice shall not affect the validity of or the force or effect of the requirement for such adjustment. Any adjustment to
be made pursuant to Section 11 or Section 13 hereof shall be effective as of the date of the event giving rise to such adjustment.
The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment or statement therein contained
and shall have no duty or liability with respect thereto, and shall not be deemed to have knowledge of any such adjustment or
any such event unless and until it shall have received such certificate.


 


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


 


(a)
Subject to Section 23 hereof, at any time after a Person has become an Acquiring Person, in the event that, directly or indirectly,


 


(x)
the Company consolidates with, or merges with and into, any other Person (other than a direct or indirect, wholly owned Subsidiary
of the Company in a transaction that complies with Section 11(m) hereof), and the Company is not the continuing or surviving entity
of such consolidation or merger;


 


(y)
any Person (other than a direct or indirect, wholly owned Subsidiary of the Company in a transaction that complies with Section
11(m) hereof) consolidates with, or merges with or into, the Company, and the Company is 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 is converted into or exchanged for stock or other securities of any other Person (or the Company) or cash or any other property;
or


 




    	 	30	 



    	 



    

 


(z)
the Company sells or otherwise transfers (or one or more of its Subsidiaries sells or otherwise transfers) to any Person or Persons
(other than the Company or any of its direct or indirect, wholly owned Subsidiaries in one or more transactions, each of which
complies with Section 11(m) hereof), in one or more transactions, assets or earning power aggregating 50% or more of the assets
or earning power of the Company and its Subsidiaries, taken as a whole;


 


(any
such event described in (x), (y), or (z), a “Flip-Over Event”), then, 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, upon the expiration of the Redemption Period, will have
the right to receive, upon the exercise of the Right at the then current Exercise Price in accordance with the terms of this
Agreement, and in lieu of a number of one one-thousandth shares of Preferred Stock, a number of validly authorized and
issued, fully paid, non-assessable and freely tradable shares of Common Stock of the Principal Party, free of any liens,
encumbrances, rights of first refusal, transfer restrictions or other adverse claims, equal to the result obtained
by:


 


(A)
multiplying such then current Exercise Price by the number of one one-thousandth of a share of Preferred Stock for which such
Right is exercisable immediately prior to the first occurrence of a Flip-Over Event (or, if a Flip-In Event has occurred prior
to the first occurrence of a Flip-Over Event, multiplying the number of one one-thousandth of a share of Preferred Stock for which
a Right would be exercisable hereunder but for the first occurrence of such Flip-In Event by the Exercise Price that would be
in effect hereunder but for such first occurrence), and


 


(B)
dividing that product (which, following the first occurrence of a Flip-Over Event, shall be the “Exercise Price”
for each Right and for all purposes of this Agreement) by 50% of the then Current Market Price of the shares of Common Stock of
such Principal Party on the date of consummation of such Flip-Over Event (or the fair market value on such date of other securities
or property of the Principal Party, as provided for herein);


 


(ii)
such Principal Party shall be liable for, and shall assume, by virtue of such Flip-Over Event, all the obligations and duties
of the Company pursuant to this Agreement;


 


(iii)
the term “Company” will thereafter be deemed to refer to such Principal Party, it being specifically intended that
the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Flip-Over Event;


 


(iv)
such Principal Party will take such steps (including, without limitation, 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 ensure that the provisions
hereof shall be applicable, as nearly as reasonably may be possible, to its shares of Common Stock thereafter deliverable upon
the exercise of the Rights; and


 




    	 	31	 



    	 



    

 


(v)
the provisions of Section 11(a)(ii) hereof shall be of no further effect following the first occurrence of any Flip-Over Event,
and the Rights that have not theretofore been exercised shall thereafter become exercisable in the manner described in this Section
13.


 


(b)
“Principal Party” shall mean


 


(i)
in the case of any transaction described in clause (x) or (y) of the first sentence of Section 13(a) hereof, (A) the Person (including
the Company as successor thereto or as the surviving entity) that is the issuer of any securities or other equity interests into
which shares of Common Stock of the Company are converted in such merger or consolidation, or, if there is more than one such
issuer, the issuer of Common Stock that has the highest aggregate Current Market Price; and (B) if no securities or other equity
interests are so issued, (1) the Person that is the other constituent party to such merger, if such Person survives the merger,
or, if there is more than one such Person, the Person, the Common Stock of which has the highest aggregate Current Market Price
or (2) if the Person that is the other party to the merger does not survive the merger, the Person that does survive the merger
(including the Company if it survives) or (3) the Person resulting from the consolidation; and


 


(ii)
in the case of any transaction described in clause (z) of the first sentence of Section 13(a) hereof, the Person that is the party
receiving the largest portion of the assets or earning power transferred pursuant to such transaction or transactions, or, if
each Person that is a party to such transaction or transactions receives the same portion of the assets or earning power transferred
pursuant to such transaction or transactions or if the Person receiving the largest portion of the assets or earning power cannot
be determined, whichever Person that has received assets or earning power pursuant to such transaction or transactions, the Common
Stock of which has the highest aggregate Current Market Price; provided, however, that in any such case: (1) if
the Common Stock of such Person is not at such time and has not been continuously over the preceding 12 month period registered
under Section 12 of the Exchange Act, and such Person is a direct or indirect Subsidiary of another Person the Common Stock of
which is and has been so registered, “Principal Party” will refer to such other Person; (2) if the Common Stock of
such Person is not and has not been so registered and such Person is a Subsidiary, directly or indirectly, of more than one Person,
the Common Stock of two or more of which are and have been so registered, “Principal Party” will refer to whichever
of such Persons is the issuer of the Common Stock having the highest aggregate market value; and (3) if the Common Stock of such
Person is not and has not been so registered and such Person is owned, directly or indirectly, by a joint venture formed by two
or more Persons that are not owned, directly or indirectly, by the same Person, the rules set forth in (1) and (2) above will
apply to each of the chains of ownership having an interest in such joint venture as if such party were a Subsidiary of both or
all of such joint venturers, and the Principal Parties in each such chain shall bear the obligations set forth in this Section
13 in the same ratio as their direct or indirect interests in such Person bear to the total of such interests.


 


(c)
The Company may not consummate any Flip-Over Event unless the Principal Party has a sufficient number of authorized shares of
its Common Stock that have not been issued (or reserved for issuance) or that are held in its treasury 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 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 such Flip-Over Event, the Principal Party,
at its own expense, shall:


 




    	 	32	 



    	 



    

 


(i)
if the Principal Party is required to file a registration statement pursuant to the Securities Act with respect to the Rights
and the securities purchasable upon exercise of the Rights, (A) prepare and file such registration statement; (B) use its best
efforts to cause such registration statement to become effective as soon as practicable after such filing and remain effective
(and to include a prospectus at all times complying with the requirements of the Securities Act) until the Expiration Date; and
(C) take such action as may be required to ensure that any acquisition of such securities that may be acquired upon exercise of
the Rights complies with any applicable state security or “blue sky” laws as soon as practicable following the execution
of such agreement;


 


(ii)
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;


 


(iii)
use its best efforts to obtain any and all necessary regulatory approvals as may be required with respect to the securities that
may be acquired upon exercise of the Rights;


 


(iv)
use its best efforts, if such Common Stock of the Principal Party is listed or admitted to trading on NASDAQ, the NYSE or on another
national securities exchange, to list or admit to trading (or continue the listing of) the Rights and the securities that may
be acquired upon exercise of the Rights on NASDAQ, the NYSE or on such securities exchange, or if the securities of the Principal
Party that may be acquired upon exercise of the Rights are not listed or admitted to trading on NASDAQ, the NYSE or on another
national securities exchange, to cause the Rights and the securities that may be acquired upon exercise of the Rights to be authorized
for quotation on any other system then in use; and


 


(v)
obtain waivers of any rights of first refusal or preemptive rights in respect of the Common Stock of the Principal Party subject
to purchase upon exercise of outstanding Rights.


 


(d)
In case the Principal Party that is to be a party to a transaction referred to in this Section 13 has at the time of such transaction,
or immediately following such transaction has a provision in any of its authorized securities or in its certificate or articles
of incorporation or by-laws or other instrument governing its affairs, or any other agreements or arrangements, which provision
would have the effect of (i) causing such Principal Party to issue, in connection with, or as a consequence of, the consummation
of a transaction referred to in this Section 13, shares of Common Stock of such Principal Party at less than the then Current
Market Price or securities exercisable for, or convertible into, Common Stock of such Principal Party at less than such then Current
Market Price (other than to holders of Rights pursuant to this Section 13); (ii) providing for any special payment, tax or similar
provisions in connection with the issuance of the Common Stock of such Principal Party pursuant to the provisions of this Section
13; or (iii) otherwise eliminating or substantially diminishing the benefits intended to be afforded by the Rights in connection
with, or as a consequence of, the consummation of a transaction referred to in this Section 13, then, in each such case, the Company
may not consummate any such transaction unless prior thereto the Company and such Principal Party have executed and delivered
to the Rights Agent a supplemental agreement providing that the provision in question of such Principal Party has been cancelled,
waived or amended, or that the authorized securities have been redeemed, so that the applicable provision will have no effect
in connection with, or as a consequence of, the consummation of such transaction.


 




    	 	33	 



    	 



    

 


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


 


(f)
Notwithstanding anything contained herein to the contrary, in the event of any merger or other acquisition transaction involving
the Company pursuant to a merger or other acquisition agreement between the Company and any Person (or one or more of such Person’s
Affiliates or Associates) which agreement has been approved by the Board, in its sole discretion, prior to any Person becoming
an Acquiring Person, this Agreement and the rights of holders of Rights hereunder shall be terminated in accordance with Section
7(a).


 


	SECTION
    14.	Fractional
    Rights; Fractional Shares; Waiver.


 


(a)
The Company is not required to issue fractions of Rights except prior to the Distribution Date as provided in Section 11(n) hereof,
or to distribute Rights Certificates that evidence fractional Rights. In lieu of such fractional Rights, the Company shall pay
to the Persons to which such fractional Rights would otherwise be issuable an amount in cash equal to such fraction of the market
value of a whole Right. For purposes of this Section 14(a), the market value of a whole Right is the Closing Price of the Rights
for the Trading Day immediately prior to the date that such fractional Rights would have been otherwise issuable.


 


(b)
The Company is not required to issue fractions of shares of Preferred Stock (other than fractions which are integral multiples
of one one-thousandth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence
fractional shares of Preferred Stock (other than fractions which are integral multiples of one 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 is one one-thousandth
of the Closing Price of a share of Preferred Stock for the Trading Day immediately prior to the date of such exercise.


 


(c)
Following the occurrence of one of the events specified in Section 11 hereof giving rise to the right to receive Common Stock,
Common Stock Equivalents or other securities upon the exercise of a Right, the Company will not be required to issue fractions
of shares of Common Stock, Common Stock Equivalents or other securities upon exercise of the Rights or to distribute certificates
which evidence fractional shares of Common Stock, Common Stock Equivalents or other securities. In lieu of fractional shares of
Common Stock, Common Stock Equivalents or other securities, the Company may pay to the registered holders of Rights Certificates
at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value
of one share of Common Stock, Common Stock Equivalents or other securities. For purposes of this Section 14(c), the current market
value of one share of Common Stock is the Closing Price of one share of Common Stock for the Trading Day immediately prior to
the date of such exercise.


 




    	 	34	 



    	 



    

 


(d)
The holder of a Right, by the acceptance of the Right, 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 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 may rely upon such a certificate and
has no duty with respect to, and will 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 has received such a certificate and sufficient monies.


 


	SECTION
    15.	Rights
    of Action.


 


All
rights of action in respect of this Agreement, other than the rights of action vested in the Rights Agent hereunder, are vested
in the respective registered holders of the Rights Certificates (and, prior to the Distribution Date, the registered holders of
shares of the Common Stock); and any registered holder of a Rights Certificate (or, prior to the Distribution Date, any registered
holder of shares 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, any registered holder of shares 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
or any other Person 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 by the Company and shall be entitled to specific performance of the
obligations hereunder, and injunctive relief against actual or threatened violations by the Company of the obligations hereunder
of any Person (including, without limitation, the Company) subject to this Agreement.


 




    	 	35	 



    	 



    

 


	SECTION
    16.	Agreement
    of Rights Holders.


 


Every
holder of a Right, by accepting such Right, 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 shall be evidenced by the balances indicated in the Book Entry account system of the
transfer agent for the Common Stock registered in the names of the holders of Common Stock (which Common Stock shall also be deemed
to represent certificates for Rights) or, in the case of certificated shares, the certificates for the Common Stock registered
in the names of the holders of the Common Stock (which certificates for shares of Common Stock shall also constitute certificates
for Rights) and each Right is transferable only in connection with the transfer of the Common Stock;


 


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


 


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


 


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


 


	SECTION
    17.	Rights
    Certificate Holder Not Deemed a Stockholder.


 


No
holder, as such, of any Rights Certificate is entitled to vote, receive dividends or be deemed for any purpose the holder of the
shares of Preferred Stock or any other securities of the Company that may at any time be issuable on the exercise of the Rights
represented thereby, nor shall anything contained herein or in any Rights Certificate be construed to confer upon the holder of
any Rights Certificate, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors
or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or,
except as provided in Section 25 hereof, to receive notice of meetings or other actions affecting stockholders, or to receive
dividends or subscription rights, or otherwise, until the Right evidenced by such Rights Certificate have been exercised in accordance
with the provisions hereof.


 




    	 	36	 



    	 



    

 


	SECTION
    18.	Duties
    of Rights Agent.


 


The
Rights Agent undertakes to perform only the duties and obligations expressly imposed by this Agreement (and no implied duties
or obligations) upon the following terms and conditions, by all of which the Company and the holders of Rights Certificates, or,
prior to the Distribution Date, Common Stock, by their acceptance thereof, shall be bound:


 


(a)
The Rights Agent may consult with legal counsel selected by it (who may be legal counsel for the Rights Agent or the Company or
an employee of the Rights Agent), and the advice or opinion of such counsel shall be full and complete authorization and protection
to the Rights Agent, and the Rights Agent will have no liability for or in respect of, any action taken, suffered or omitted to
be taken by it in the absence of bad faith in accordance with such advice or opinion.


 


(b)
Whenever in the performance of its duties under this Agreement the Rights Agent shall deem it necessary or desirable that any
fact or matter (including, without limitation, the identity of any Acquiring Person and the determination of the Current Market
Price) be proved or established by the Company prior to taking, suffering or omitting to take any action hereunder, such fact
or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved
and established by a certificate signed by the Chairman of the Board, the President, the Chief Executive Officer, the Chief Financial
Officer, or the Secretary of the Company and delivered to the Rights Agent; and such certificate shall be full and complete authorization
and protection to the Rights Agent, and the Rights Agent shall incur no liability for or in respect of any action taken, suffered
or omitted to be taken by it, in the absence of bad faith, under the provisions of this Agreement in reliance upon such certificate.


 


(c)
The Rights Agent shall be liable hereunder to the Company and any other Person only for its own gross negligence, bad faith, or
willful misconduct (which gross negligence, bad faith or willful misconduct must be determined by a final judgment of a court
of competent jurisdiction). Anything to the contrary notwithstanding, in no event shall the Rights Agent be liable for special,
punitive, indirect, consequential or incidental loss or damage of any kind whatsoever (including, without limitation, lost profits),
even if the Rights Agent has been advised of the likelihood of such loss or damage. Any liability of the Rights Agent under this
Agreement will be limited to the amount of annual fees paid by the Company to the Rights Agent.


 


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


 




    	 	37	 



    	 



    

 


(e)
The Rights Agent shall not have any liability for nor be under any responsibility in respect of the validity of this Agreement
or the execution and delivery hereof (except the due execution and delivery hereof by the Rights Agent) or for the validity or
execution of any Rights Certificate (except its countersignature thereon); nor will it be liable or responsible for any breach
by the Company of any covenant or failure by the Company to satisfy any condition contained in this Agreement or in any Rights
Certificate; nor will it be liable or responsible for any change in the exercisability of the Rights (including, without limitation,
the Rights becoming null and void pursuant to Section 7(e) hereof) or any change or adjustment in the terms of the Rights including,
without limitation, to any adjustment required under the provisions of Sections 11, 13, 23 or 24 hereof or for the manner, method
or amount of any such change or adjustment or the ascertaining of the existence of facts that would require any such change or
adjustment (except with respect to the exercise of Rights evidenced by Rights Certificates after receipt by the Rights Agent of
the certificate describing any such adjustment contemplated by Section 12 hereof, upon which the Rights Agent may rely); nor will
it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares
of Common Stock, Preferred Stock or any other securities to be issued pursuant to this Agreement or any Rights Certificate or
as to whether any shares of Common Stock, Preferred Stock or any other securities will, when so issued, be validly authorized
and issued, fully paid and non-assessable.


 


(f)
The Company shall perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all
such further acts, instruments and assurances as may reasonably be required by the Rights Agent for the performance by the Rights
Agent of its duties under this Agreement.


 


(g)
The Rights Agent is hereby authorized and directed to accept instructions with respect to the performance of its duties hereunder
and certificates delivered pursuant to any provision hereof from the Chairman of the Board, the President, the Chief Executive
Officer, the Chief Financial Officer, or the Secretary of the Company, and to apply to such officers for advice or instructions
in connection with its duties, and such advice or instruction shall be full authorization and protection to the Rights Agent and
the Rights Agent shall incur no liability for or in respect of any action taken or suffered or omitted to be taken by it by it,
in the absence of bad faith, in accordance with advice or instructions of any such officer or for any delay in acting while waiting
for those instructions. Any application by the Rights Agent for written instructions from the Company may, at the option of the
Rights Agent, set forth in writing any action proposed to be taken or omitted by the Rights Agent under this Agreement and the
date on and/or after which such action shall be taken or such omission shall be effective. The Rights Agent shall be fully authorized
and protected in relying upon the most recent instructions received from any such officer, and shall not be liable for any action
taken, suffered or omitted to be taken by the Rights Agent in the absence of bad faith in accordance with a proposal included
in any such application on or after the date specified in such application (which date shall not be less than 5 Business Days
after the date any officer of the Company actually receives such application unless any such officer shall have consented in writing
to an earlier date) unless, prior to taking any such action (or the effective date in the case of an omission), the Rights Agent
shall have received written instructions in response to such application specifying the action to be taken, suffered or omitted.


 




    	 	38	 



    	 



    

 


 


(h)
The Rights Agent and any stockholder, affiliate, 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.


 


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


 


(j)
No provision of this Agreement shall require the Rights Agent to expend or risk its own funds or otherwise incur any financial
liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if there are reasonable
grounds for believing that repayment of such funds or adequate indemnification against such risk or liability is not reasonably
assured to it.


 


(k)
If, with respect to any Rights Certificate surrendered to the Rights Agent for exercise or transfer, either (i) 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, or (ii) any other actual or suspected irregularity exists, the Rights Agent
shall not take any further action with respect to such requested exercise or transfer without first consulting with the Company.


 





	SECTION
    19.	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, to reimburse the Rights Agent for all of its reasonable and documented expenses, counsel
fees and disbursements and other disbursements incurred in the preparation, delivery, amendment, administration and execution
of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent
for, and to hold it harmless against, any loss, liability, damage, demand, judgment, fine, penalty, claim, settlement, cost or
expense (including the reasonable fees and expenses of legal counsel), incurred without gross negligence, bad faith or willful
misconduct on the part of the Rights Agent (each as determined by a final judgment of a court of competent jurisdiction) for any
action taken, suffered or omitted to be taken by the Rights Agent pursuant to this Agreement or in connection with the acceptance,
administration, exercise and performance of its duties under this Agreement, including the reasonable and documented costs and
expenses of defending against any claim of liability arising therefrom, directly or indirectly, or enforcing its rights hereunder.


 


(b)
The Rights Agent shall be authorized and protected and shall incur no liability for or in respect of any action taken, suffered
or omitted to be taken by it in connection with its acceptance and administration of this Agreement and the exercise and performance
of its duties hereunder in reliance upon any Rights Certificate or Book Entry for Common Stock or other securities of the Company,
instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate,
statements or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, guaranteed,
verified or acknowledged, by the proper Person or Persons, or otherwise upon the advice of counsel as set forth in Section 18
hereof. The Rights Agent shall not be deemed to have knowledge of any event of which it was supposed to receive notice thereof
hereunder, and the Rights Agent shall be fully protected and shall incur no liability for failing to take action in connection
therewith unless and until it has received such notice in writing.


 




    	 	39	 



    	 



    

 


(c)
Notwithstanding anything in this Agreement to the contrary, in no case shall the Company be liable with respect to any action,
proceeding, suit or claim against the Rights Agent unless the Rights Agent shall have notified the Company in accordance with
Section 26 hereof of the assertion of such action, proceeding, suit or claim against the Rights Agent, promptly after the Rights
Agent shall have notice of such assertion of an action, proceeding, suit or claim or have been served with the summons or other
first legal process giving information as to the nature and basis of the action, proceeding, suit or claim; provided that the
failure to provide such notice promptly shall not affect the rights of the Rights Agent hereunder except to the extent that such
failure actually prejudices the Company. The Company shall be entitled to participate at its own expense in the defense of any
such action, proceeding, suit or claim, and, if the Company so elects, the Company shall assume the defense of any such action,
proceeding, suit or claim. In the event that the Company assumes such defense, the Company shall not thereafter be liable for
the fees and expenses of any counsel retained by the Rights Agent, so long as the Company shall retain counsel satisfactory to
the Rights Agent, in the exercise of its reasonable judgment, to defend such action, proceeding, suit or claim, and provided that
the Rights Agent does not have defenses that are adverse to or different from any defenses of the Company. The Rights Agent agrees
not to settle any litigation in connection with any action, proceeding, suit or claim with respect to which it may seek indemnification
from the Company without the prior written consent of the Company, which shall not be unreasonably withheld.


 


(d)
The provisions of this Section 19 and Section 21 below shall survive the termination of this Agreement, the resignation, replacement
or removal of the Rights Agent and the exercise, termination and the expiration of the Rights. Notwithstanding anything in this
Agreement to the contrary, in no event shall the Rights Agent be liable for special, punitive, incidental, indirect or consequential
loss or damage of any kind whatsoever (including, without limitation, to lost profits), even if the Rights Agent has been advised
of the likelihood of such loss or damage and regardless of the form of the action; and the Company agrees to indemnify the Rights
Agent and to hold it harmless to the fullest extent permitted by law against any loss, liability or expense incurred as a result
of claims for special, punitive, incidental, indirect or consequential loss or damages of any kind whatsoever provided in each
case that such claims are not based on the gross negligence, bad faith or willful misconduct of the Rights Agent (each as determined
by a final judgment of a court of competent jurisdiction). Any liability of the Rights Agent under this Agreement shall be limited
to the amount of annual fees paid by the Company to the Rights Agent.


 




    	 	40	 



    	 



    

 


	SECTION
    20.	Merger
    or Consolidation or Change of Name of Rights Agent.


 


(a)
Any Person into which the Rights Agent or any successor Rights Agent is merged or with which the Rights Agent or any successor
Rights Agent is consolidated, or any Person resulting from any merger or consolidation to which the Rights Agent or any successor
Rights Agent is a party, or any Person succeeding to the corporate trust, stock transfer or other stockholder services business
of the Rights Agent or any successor Rights Agent, shall be the successor to the Rights Agent under this Agreement without the
execution or filing of any paper or any further act on the part of any of the parties hereto; but only if such Person would
be eligible for appointment as a successor Rights Agent under the provisions of Section 21 hereof. The purchase of all or substantially
all of the Rights Agent’s assets employed in the performance of transfer agent activities shall be deemed a merger or consolidation
for purposes of this Section 20. In case at the time such successor Rights Agent shall succeed to the agency created by this Agreement,
any of the Rights Certificates have been countersigned but not delivered, any such successor Rights Agent may adopt the countersignature
of a predecessor Rights Agent and deliver such Rights Certificates so countersigned; and in case at that time any of the Rights
Certificates have not been countersigned, any successor Rights Agent may countersign such Rights Certificates either in the name
of the predecessor or in the name of the successor Rights Agent; and in all such cases such Rights Certificates shall have the
full force provided in the Rights Certificates and in this Agreement.


 


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


 


	SECTION
    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 at least 30
days’ notice in writing mailed to the Company. The Company may remove the Rights Agent or any successor Rights Agent upon
at least 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 resigns or is removed or
otherwise becomes incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company fails to make
such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such
resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Rights Certificate (such holder
shall, with such notice, submit its Rights Certificate for inspection by the Company), then the incumbent Rights Agent or 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 Person organized and doing
business under the laws of the United States or any State thereof, in good standing, which is authorized under such laws to exercise
corporate trust, stock transfer or stockholder services powers and which at the time of its appointment as Rights Agent has, or
with its parent has, a combined capital and surplus of at least $50,000,000 or (b) an affiliate of a Person described in clause
(a) of this sentence. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities
as if it had been originally named as Rights Agent under this Agreement 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, 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.


 




    	 	41	 



    	 



    

 


	SECTION
    22.	Issuance
    of New Rights Certificates.


 


Notwithstanding
any of the provisions of this Agreement or the Rights Certificates 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, in its sole discretion, to reflect any adjustment
or change made in accordance with the provisions of this Agreement in the Exercise Price or the number or kind or class of shares
or other securities or property that may be acquired under the Rights Certificates. In addition, in connection with the issuance
or sale of shares of Common Stock following the Distribution Date (other than upon exercise of a Right) and prior to the redemption
or the Expiration Date, the Company (a) shall, with respect to shares of Common Stock so issued or sold pursuant to the exercise
of stock options or under any employee plan or arrangement, or upon the exercise, conversion or exchange of securities hereinafter
issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by the Board, issue Rights Certificates
representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that
(i) no such Rights Certificate may be issued if, and to the extent that, the Company has been 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 may be issued if, and to the extent that, appropriate adjustment shall otherwise
have been made in lieu of the issuance thereof.


 


	SECTION
    23.	Redemption.


 


(a)
The Board may, within its sole discretion, at any time before any Person becomes an Acquiring Person (the “Redemption
Period”) cause the Company to redeem all, but not less than all, of the then outstanding Rights at a redemption price
of $0.001 per Right, as such amount may be appropriately adjusted to reflect any stock split, reverse stock split, stock dividend
or similar transaction occurring after the date hereof (such redemption price, as adjusted, the “Redemption Price”).
Notwithstanding anything contained in this Agreement to the contrary, the Rights will not be exercisable after the first occurrence
of a Flip-In Event or Flip-Over Event until such time as the Company’s right of redemption hereunder has expired. The redemption
of the Rights by the Board pursuant to this paragraph (a) may be made effective at such time, on such basis and with such conditions
as the Board may establish, in its sole discretion. The Company may, at its option, pay the Redemption Price in cash, shares of
Common Stock based on the Current Market Price or any other form of consideration deemed appropriate by the Board, in its sole
discretion.


 




    	 	42	 



    	 



    

 


(b)
Immediately upon the action of the Board ordering the redemption of the Rights pursuant to paragraph (a) of this Section 23 (or
such later time as the Board, in its sole discretion, may establish for the effectiveness of such redemption), and without any
further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders
of Rights shall be to receive the Redemption Price for each Right held. The Company shall promptly give (i) written notice to
the Rights Agent of any such redemption (and until such written notice is received by the Rights Agent, the Rights Agent may presume
conclusively that no such redemptions have occurred); and (ii) public notice of any such redemption; provided, however,
that the failure to give, or any defect in, any such notice will not affect the validity of such redemption. Within 10 days after
such action of the Board ordering the redemption of the Rights, the Company shall mail a notice of redemption to all the holders
of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to
the Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice that is mailed in the manner
herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state
the method by which the payment of the Redemption Price shall be made. Neither the Company nor any of its Related Persons may
redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section
23 or in Section 24 hereof, or other than in connection with the purchase of shares of Common Stock or the conversion or redemption
of shares of Common Stock in accordance with the applicable provisions of the Certificate of Incorporation prior to the Distribution
Date.


 


(c)
(i) In the event (1) the Company receives a Qualifying Offer, (2) a sufficient number of shares of Common Stock of the Company
have been tendered into the Qualifying Offer and not withdrawn to meet the Minimum Tender Condition, and (3) the Board, in its
sole discretion, has not redeemed the outstanding Rights or exempted such Qualifying Offer from the terms of this Agreement or
called a special meeting of stockholders for the purpose of voting on whether or not to exempt such Qualifying Offer from the
terms of this Agreement, in each case, by the Close of Business on the date that is 90 calendar days following the commencement
of such Qualifying Offer within the meaning of Rule 14d-2(a) under the Exchange Act (the “Board Evaluation Period”),
the holders of record (or their duly authorized proxy) of at least 15% or more of shares of Common Stock of the Company then outstanding
(excluding shares of Common Stock that are Beneficially Owned by the Person making the Qualifying Offer) (the “Requisite
Percentage”) may submit to the Board, no later than 90 calendar days following the Board Evaluation Period a written
demand complying with the terms of this Section 23(c) (the “Special Meeting Demand”) directing the Board to
submit to a vote of stockholders at a special meeting of the stockholders of the Company (a “Special Meeting”)
a resolution exempting such Qualifying Offer from the provisions of this Agreement (the “Qualifying Offer Resolution”).
For purposes of a Special Meeting Demand, the record date for determining eligible holders of record shall be the 30th calendar
day following the commencement of such Qualifying Offer within the meaning of Rule 14d-2(a) under the Exchange Act. Any Special
Meeting Demand must be (A) delivered to the Secretary at the principal executive offices of the Company; and (B) signed by the
demanding stockholders (the “Demanding Stockholders”) or a duly authorized agent of the Demanding Stockholders.


 




    	 	43	 



    	 



    

 


(i)
After receipt of Special Meeting Demands in proper form and in accordance with this Section 23(c) from Demanding Stockholders
holding the Requisite Percentage, the Board shall take such actions necessary or desirable to cause the Qualifying Offer Resolution
to be so submitted to a vote of stockholders at a Special Meeting to be convened within 90 calendar days following the last day
of the Board Evaluation Period (the “Special Meeting Period”) by including a proposal relating to adoption
of the Qualifying Offer Resolution in the proxy materials of the Company for the Special Meeting; provided, however, that if the
Company at any time during the Special Meeting Period and prior to a vote on the Qualifying Offer Resolution enters into a Definitive
Acquisition Agreement, the Special Meeting Period may be extended (and any Special Meeting called in connection therewith may
be cancelled) if the Qualifying Offer Resolution is separately submitted to a vote at the same meeting as the Definitive Acquisition
Agreement. Subject to the requirements of applicable law, the Board may take a position in favor of or opposed to the adoption
of the Qualifying Offer Resolution, or no position with respect to the Qualifying Offer Resolution, as it determines to be appropriate
in the exercise of its fiduciary duties.


 


(ii)
In the event that no Person has become an Acquiring Person prior to the Exemption Date and the Qualifying Offer continues to be
a Qualifying Offer and either (A) the Special Meeting has not been convened on or prior to the last day of the Special Meeting
Period (the “Outside Meeting Date”); or (B) if, at the Special Meeting at which a quorum is present, a majority
of shares of Common Stock outstanding as of the record date for the Special Meeting selected by the Board (excluding shares of
Common Stock Beneficially Owned by the Person making the Qualified Offer and such Person’s Related Persons) shall vote in
favor of the Qualifying Offer Resolution, then the Qualifying Offer shall be exempt from the application of this Agreement in
all respects to such Qualifying Offer as long as it remains a Qualifying Offer, such exemption to be effective on the Close of
Business on (A) the Outside Meeting Date or (B) the date on which the results of the vote on the Qualifying Offer Resolution at
the Special Meeting are certified as official by the appointed inspectors of election for the Special Meeting, as the case may
be (the “Exemption Date”). Notwithstanding anything herein to the contrary, no action or vote by stockholders
not in compliance with the provisions of this Section 23(c) shall serve to exempt any offer from the terms of this Agreement.
Immediately upon the Close of Business on the Exemption Date, and without any further action and without any notice, the right
to exercise the Rights with respect to the Qualifying Offer will terminate and, notwithstanding anything in this Agreement to
the contrary, the consummation of the Qualifying Offer shall not cause the offeror (or its Related Persons) to become an Acquiring
Person; and the Rights shall immediately expire and have no further force and effect upon such consummation.


 


	SECTION
    24.	Exchange.


 


(a)
The Board may, at its option and in its sole discretion, 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 share of Common Stock per each
outstanding Right, as appropriately adjusted to reflect any stock split, reverse 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 is not empowered to effect such exchange at any time after any Acquiring Person, together
with all of its Related Persons, becomes the Beneficial Owner of 50% or more of the shares of Common Stock then outstanding. The
exchange of the Rights by the Board may be made effective at such time, on such basis and with such conditions as the Board in
its sole discretion may establish. From and after the occurrence of a Flip-Over Event, any Rights that theretofore have not been
exchanged pursuant to this Section 24(a) will thereafter be exercisable only in accordance with Section 13 hereof and may not
be exchanged pursuant to this Section 24(a).


 




    	 	44	 



    	 



    

 


(b)
Immediately upon the action of the Board ordering the exchange of any Rights pursuant to paragraph (a) of this Section 24 and
without any further action or notice, the right to exercise such Rights will terminate and the only right thereafter of a holder
of such Rights shall be to receive a 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 (i) written notice to the Rights Agent of any such exchange (and until
such written notice is received by the Rights Agent, the Rights Agent may presume conclusively that no such exchange has occurred);
and (ii) public notice of any such exchange; provided, however, that the failure to give, or any defect in, such
notice will 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 shares of Common Stock for Rights shall be effected and, in the
event of any partial exchange, the number of Rights that shall 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)
The Company may at its option substitute, and, in the event that there shall not be sufficient shares of Common Stock issued but
not outstanding or authorized but unissued to permit an exchange of Rights for Common Stock as contemplated in accordance with
this Section 24, the Company shall substitute to the extent of such insufficiency, for each share of Common Stock that would otherwise
be issuable upon exchange of a Right, a number of shares of Preferred Stock or fraction thereof (or Equivalent Preferred Stock,
as such term is defined in Section 11(b)) such that the Current Market Price of one share of Preferred Stock (or Equivalent Preferred
Stock) multiplied by such number or fraction is equal to the Current Market Price of one share of Common Stock as of the date
of such exchange.


 


(d)
Upon declaring an exchange pursuant to this Section 24, or as promptly as reasonably practicable thereafter, the Company may implement
such procedures as it deems appropriate, in its sole discretion, for the purpose of ensuring that the Common Stock (or such other
consideration) issuable upon an exchange pursuant to this Section 24 is not received by holders of Rights that have become null
and void pursuant to Section 7(e) hereof. Before effecting an exchange pursuant to this Section 24, the Board may, in its sole
discretion, direct the Company to enter into a Trust Agreement in such form and with such terms as the Board shall then approve
(the “Trust Agreement”). If the Board so directs, the Company shall enter into the Trust Agreement and the
Company shall issue to the trust created by the Trust Agreement (the “Trust”) all or a portion (as designated
by the Board) of the shares of Common Stock and other securities, if any, distributable pursuant to the Exchange, and all stockholders
entitled to distribution of such shares or other securities (and any dividends or distributions made thereon after the date on
which such shares or other securities are deposited in the Trust) shall be entitled to receive a distribution of such shares or
other securities (and any dividends or distributions made thereon after the date on which such shares or other securities are
deposited in the Trust) only from the Trust and solely upon compliance with all relevant terms and provisions of the Trust Agreement.
Prior to effecting an exchange and registering shares of Common Stock (or other such securities) in any Person’s name, including
any nominee or transferee of a Person, the Company may require (or cause the trustee of the Trust to require), as a condition
thereof, that any holder of Rights provide evidence, including, without limitation, the identity of the Beneficial Owners thereof
and their Related Persons (or former Beneficial Owners thereof and their Related Persons) as the Company reasonably requests in
order to determine if such Rights are null and void. If any Person fails to comply with such request, the Company shall be entitled
conclusively to deem the Rights formerly held by such Person to be null and void pursuant to Section 7(e) hereof and not transferable
or exercisable or exchangeable in connection herewith. Any shares of Common Stock or other securities issued at the direction
of the Board in connection herewith shall be validly issued, fully paid and nonassessable shares of Common Stock or of such other
securities (as the case may be).


 




    	 	45	 



    	 



    

 


	SECTION
    25.	Notice
    of Certain Events.


 


(a)
In case the Company proposes, at any time after the earlier of the Distribution Date or the Stock Acquisition Date, (i) to pay
any dividend payable in stock of any class or series 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);
(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; (iii) to effect any reclassification of Preferred
Stock (other than a reclassification involving only the subdivision of outstanding shares of Preferred Stock); (iv) to effect
any consolidation or merger into or with any other Person (other than a Subsidiary of the Company in a transaction which complies
with Section 11(m) hereof) or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any
sale or other transfer), in one or more transactions, of more than 50% of the assets or earning power of the Company and its Subsidiaries
(taken as a whole) to any other Person or Persons (other than the Company and/or any of its Subsidiaries in one or more transactions
each of which complies with Section 11(m) 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 registered holder of a Rights Certificate, to the extent feasible, and
to the Rights Agent in accordance with Section 26 hereof, a written notice of such proposed action, which shall specify the record
date for the purposes of such stock dividend, distribution of rights or warrants, or the date on which such reclassification,
consolidation, merger, sale, transfer, liquidation, dissolution or winding up is to take place and the date of participation therein
by the holders of the shares of Preferred Stock if any such date is to be fixed, and such notice shall be so given in the case
of any action covered by clause (i) or (ii) above at least 10 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 10 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
is earlier; provided, however, that no such action shall be taken pursuant to this Section 25(a) that will or would
conflict with any provision of the Certificate of Incorporation; provided, further, that no such notice is required
pursuant to this Section 25 if any Subsidiary of the Company effects a consolidation or merger with or into, or effects a sale
or other transfer of assets or earning power to, any other Subsidiary of the Company.


 




    	 	46	 



    	 



    

 


(b)
In case any Flip-In Event occurs, (i) the Company shall, as soon as practicable thereafter, give to each registered holder of
a Rights Certificate, to the extent feasible, and to the Rights Agent in accordance with Section 26 hereof, a written notice of
the occurrence of such event, which notice shall describe such event and the consequences of such event to holders of Rights under
Section 11(a)(ii) hereof; and (ii) all references in paragraph (a) of this Section 25 to Preferred Stock shall be deemed thereafter
to refer to Common Stock and/or, if appropriate, to any other securities that may be acquired upon exercise of a Right.


 


(c)
In case any Flip-Over Event occurs, then the Company shall, as soon as practicable thereafter, give to each registered holder
of a Rights Certificate, to the extent feasible, and to the Rights Agent in accordance with Section 26 hereof, a written notice
of the occurrence of such event, which notice shall describe such event and the consequences of such event to holders of Rights
under Section 13(a) hereof.


 


	SECTION
    26.	Notices.


 


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


 


If
to the Company, at its address at:


 


Perma-Fix
Environmental Services, Inc.


8302
Dunwoody Place, Suite 250


Atlanta,
Georgia 30350


Attention:
Ben Naccarato


E-mail:
bnaccarato@perma-fix.com


Telephone:
(770) 587-9898, ext. 112


Facsimile:
(770) 587-9937


 


with
a copy to:


 


Conner
& Winters, LLP


1700
One Leadership Square


211
North Robinson


Oklahoma
City, Oklahoma 73102


Attention:
Irwin H. Steinhorn, Esq.


 


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


 




    	 	47	 



    	 



    

 


Continental
Stock Transfer & Trust Company


1700
Battery Place


New
York, New York 10004-1123


Attention:
Corporate Department


 


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


 


	SECTION
    27.	Supplements
    and Amendments.


 


Except
as otherwise provided in this Section 27, the Company, by action of the Board, may from time to time and in its sole and absolute
discretion, and the Rights Agent shall if the Company so directs, supplement or amend this Agreement in any respect without the
approval of any holders of Rights, including, without limitation, in order to (a) cure any ambiguity; (b) correct or supplement
any provision contained herein that may be defective or inconsistent with any other provisions herein; (c) shorten or lengthen
any time period hereunder; (d) otherwise change, amend, or supplement any provisions hereunder in any manner that the Company
may deem necessary or desirable; provided, however, that from and after any Person becomes an Acquiring Person,
this Agreement may not be supplemented or amended in any manner that would adversely affect the interests of the holders of
Rights (other than Rights that have become null and void pursuant to Section 7(e) hereof) as such or cause this Agreement to become
amendable other than in accordance with this Section 27. Without limiting the foregoing, the Company, by action of the Board,
may at any time before any Person becomes an Acquiring Person amend this Agreement to make the provisions of this Agreement inapplicable
to a particular transaction by which a Person might otherwise become an Acquiring Person or to otherwise alter the terms and conditions
of this Agreement as they may apply with respect to any such transaction. 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, however, that any supplement or amendment
that does not amend Sections 18, 19, 20, 21, or this Section 27 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. The Company shall provide within
three Business Days of the adoption of an amendment to the Agreement written notification of such amendment to the Rights Agent.


 


Notwithstanding
anything contained in this Agreement to the contrary, the Rights Agent may enter into any supplement or amendment that affects
the Rights Agent’s own rights, duties, obligations or immunities under this Agreement.


 


Prior
to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders
of Common Stock.


 




    	 	48	 



    	 



    

 


	SECTION
    28.	Successors.


 


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


 


	SECTION
    29.	Determinations
    and Actions by the Board.


 


Except
as otherwise specifically provided herein, the Board, in its sole discretion, has 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 hereunder, or as may
be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power (a) to interpret
the provisions of this Agreement, and (b) to make all determinations deemed necessary or advisable for the administration of this
Agreement (including, without limitation, a determination to redeem or not redeem the Rights in accordance with Section 23 hereof,
to exchange or not exchange the rights in accordance with Section 24 hereof, to amend or not amend this Agreement in accordance
with Section 27 hereof). All such actions, calculations, interpretations and determinations (including, for purposes of clause
(ii) below, all omissions with respect to the foregoing) that are done or made by the Board shall be (i) be final, conclusive,
and binding on the Company, the Rights Agent, the holders of the Rights and all other parties; and (ii) not subject the Board
or any member thereof to any liability to the holders of the Rights. Without limiting the foregoing, nothing contained herein
shall be construed to suggest or imply that the Board shall not be entitled to reject any Qualifying Offer or any other tender
offer or other acquisition proposal, or to recommend that holders of shares of Common Stock of the Company reject any Qualifying
Offer or any other tender offer or other acquisition proposal, or to take any other action (including, without limitation, the
commencement, prosecution, defense or settlement of any litigation and the submission of additional or alternative offers or other
proposals) with respect to any Qualifying Offer or any other tender offer or other acquisition proposal that the Board determines
in good faith is necessary or appropriate in the exercise of its fiduciary duties.


 


	SECTION
    30.	Benefits
    of this Agreement.


 


Nothing
in this Agreement may 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, the registered holders of shares of the Common Stock of the Company)
any legal or equitable right, remedy or claim under this Agreement; rather, this Agreement is 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, the
registered holders of shares of Common Stock of the Company).


 


	SECTION
    31.	Tax
    Compliance and Withholding.


 


The
Company hereby authorizes the Rights Agent to deduct from all payments disbursed by the Rights Agent to the holders of the Rights,
if applicable, the tax required to be withheld pursuant to Sections 1441, 1442, 1445, 1471 through 1474, and 3406 of the Internal
Revenue Code of 1986, as amended, or by any federal or state statutes subsequently enacted, and to make the necessary returns
and payments of such tax to the relevant taxing authority. The Company will provide withholding and reporting instructions to
the Rights Agent from time to time as relevant, and upon request of the Rights Agent. The Rights Agent shall have no responsibilities
with respect to tax withholding, reporting, or payment except as specifically instructed by the Company.


 




    	 	49	 



    	 



    

 


	SECTION
    32.	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 will
remain in full force and effect and will 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 good faith judgment that severing the invalid
language from this Agreement would materially and adversely affect the purpose or effect of this Agreement, the right of redemption
set forth in Section 23 hereof shall be reinstated and will not expire until the Close of Business on the 10th Business Day following
the date of such determination by the Board.


 


	SECTION
    33.	Governing
    Law.


 


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


 


	SECTION
    34.	Counterparts.


 


This
Agreement may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which
when executed shall be deemed to be an original, but all of which taken together shall constitute one and the same instrument.
Delivery of an executed signature page of Agreement by facsimile or other customary shall mean of electronic transmission (e.g.,
“pdf”) shall be effective as delivery of a manually executed counterpart hereof.


 


	SECTION
    35.	Descriptive
    Headings.


 


The
headings contained in this Agreement are for descriptive purposes only and shall not affect in any way the meaning or interpretation
of this Agreement.


 


	SECTION
    36.	Force
    Majeure.


 


Notwithstanding
anything to the contrary contained herein, the Rights Agent will not have any liability for not performing, or a delay in the
performance of, any act, duty, obligation or responsibility by reason of any occurrence beyond the reasonable control of the Rights
Agent (including, without limitation, any act or provision of any present or future law or regulation or governmental authority,
any act of God, war, civil or military disobedience or disorder, riot, rebellion, terrorism, insurrection, fire, earthquake, storm,
flood, strike, work stoppage, interruptions or malfunctions of computer facilities, loss of data due to power failures or mechanical
difficulties with information, labor dispute, accident or failure or malfunction of any utilities, communication or computer (software
or hardware) services or similar occurrence).


 


[SIGNATURE
PAGE FOLLOWS]


 







    	 	50	 



    	 



    

 


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


 


	 	PERMA-FIX
                                         ENVIRONMENTAL

                                                                     SERVICES,
                                         INC., as Company

	 	 	 
	 	By:	/s/
    Mark Duff
	 	 	Mark
    Duff
	 	 	President
    and Chief Executive Officer


 


Signature
Page to

Shareholder Rights Agreement


 




    	 	51	 



    	 



    

 


	 	CONTINENTAL
                                         STOCK TRANSFER &

                                                                                TRUST
                                         COMPANY, as Rights Agent

	 	 	 
	 	By:	/s/
    Henry Farrell
	 	Name:	Henry
    Farrell
	 	Title:	Vice
    President


 


Signature
Page to

Shareholder Rights Agreement


 




    	 	52