Exhibit
4.1


 


AMENDED
AND RESTATED RIGHTS AGREEMENT


 


dated
as of May 2, 2022,


 


between


 


THE
ARENA GROUP HOLDINGS, INC.,


 


as
the Company,


 


and


 


AMERICAN
STOCK TRANSFER & TRUST COMPANY, LLC,


 


as
Rights Agent


 




    	 



     


    




 


TABLE
OF CONTENTS


 


	 	 	Page
	Section
    1.	Certain
    Definitions.	2
	Section
    2.	Appointment
    of Rights Agent.	11
	Section
    3.	Issue
    of Rights Certificates.	11
	Section
    4.	Form
    of Rights Certificate.	14
	Section
    5.	Countersignature
    and Registration.	15
	Section
    6.	Transfer,
    Split Up, Combination and Exchange of Rights Certificates; Mutilated, Destroyed, Lost or Stolen Rights Certificates.	16
	Section
    7.	Exercise
    of Rights; Exercise Price; Expiration Date of Rights.	17
	Section
    8.	Cancellation
    and Destruction of Rights Certificates.	19
	Section
    9.	Reservation
    and Availability of Capital Stock.	19
	Section
    10.	Preferred
    Stock Record Date.	21
	Section
    11.	Adjustment
    of Exercise Price, Number and Kind of Shares or Number of Rights.	21
	Section
    12.	Certificate
    of Adjusted Exercise Price or Number of Shares.	28
	Section
    13.	Consolidation,
    Merger or Sale or Transfer of Assets or Earning Power.	28
	Section
    14.	Fractional
    Rights; Fractional Shares; Waiver.	32
	Section
    15.	Rights
    of Action.	33
	Section
    16.	Agreement
    of Rights Holders.	34
	Section
    17.	Rights
    Certificate Holder Not Deemed a Stockholder.	35
	Section
    18.	Duties
    of Rights Agent.	35
	Section
    19.	Concerning
    the Rights Agent.	37
	Section
    20.	Merger
    or Consolidation or Change of Name of Rights Agent.	39
	Section
    21.	Change
    of Rights Agent.	39
	Section
    22.	Issuance
    of New Rights Certificates.	40
	Section
    23.	Redemption.	40
	Section
    24.	Exchange.	41
	Section
    25.	Process
    to Seek Exemption.	43
	Section
    26.	Notice
    of Certain Events.	44
	Section
    27.	Notices.	45
	Section
    28.	Supplements
    and Amendments.	46
	Section
    29.	Successors.	46
	Section
    30.	Determinations
    and Actions by the Board.	47
	Section
    31.	Benefits
    of this Agreement.	47
	Section
    32.	Tax
    Compliance and Withholding.	47
	Section
    33.	Severability.	47
	Section
    34.	Governing
    Law.	48
	Section
    35.	Counterparts.	48
	Section
    36.	Interpretation.	48
	Section
    37.	Force
    Majeure.	48



 


	Exhibit
    A	Certificate
    of Designations	A-1
	 	 	 
	Exhibit
    B	Summary
    of Rights	B-1
	 	 	 
	Exhibit
    C 	Form
    of Rights Certificate	C-1


 




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AMENDED
AND RESTATED RIGHTS AGREEMENT


 


AMENDED
AND RESTATED RIGHTS AGREEMENT, dated as of May 2, 2022 (this “Agreement”), by and between The Arena Group Holdings,
Inc., a Delaware corporation (formerly theMaven, Inc., the “Company”), and American Stock Transfer & Trust
Company, LLC, as rights agent (the “Rights Agent”).


 


WHEREAS,
on May 4, 2021, the Special Finance & Governance Committee (the “Special Committee”) of the Board of Directors
of the Company (the “Board”) authorized and declared a dividend (the “Rights Dividend”)
of one preferred share purchase right (a “Right”) for each share of Common Stock of the Company outstanding
at the Close of Business on the Record Date, each Right initially representing the right to purchase one one-thousandth (subject to adjustment)
of one share of Preferred Stock, upon the terms and subject to the conditions set forth in that certain Rights Agreement dated as of
May 4, 2021 between the Company and the Rights Agent (the “Original Rights Agreement”), and further authorized and
directed the issuance of one Right (subject to adjustment) with respect to each share of Common Stock of the Company that will become
outstanding between the Record Date and the earlier of the Distribution Date and the Expiration Date; provided, however,
that Rights may be issued with respect to shares of Common Stock that shall become outstanding after the Distribution Date and prior
to the Expiration Date in accordance with Section 22 hereof;


 


WHEREAS,
in connection with the declaration of the Rights Dividend, the Special Committee also authorized and declared a dividend of Rights on
the Company’s Series H Preferred Stock (the “Existing Preferred Stock”) outstanding at the Close of Business
on the Record Date, with one Right to be issued for each share of Common Stock issuable upon conversion of such Existing Preferred Stock,
upon the terms and subject to the conditions set forth in the Original Rights Agreement, and further authorized and directed the issuance
of one Right (subject to adjustment) with respect to each share of Existing Preferred Stock that will become outstanding between the
Record Date and the earlier of the Distribution Date and the Expiration Date; provided, however, that Rights may be issued
with respect to shares of Existing Preferred Stock that shall become outstanding after the Distribution Date and prior to the Expiration
Date in accordance with Section 22 hereof;


 


WHEREAS,
pursuant to Section 28 of the Original Rights Agreement, the Board may from time to time and in its sole and absolute discretion, and
the Rights Agent shall, if the Company so directs, amend the Original Rights Agreement without the approval of the holders of Rights,
including, without limitation, in order to lengthen the Expiration Date;


 


WHEREAS,
on March 24, 2022, the Board approved and adopted an extension of the Expiration Date for two (2) additional years;


 


WHEREAS,
the Company desires to amend and restate the Original Rights Agreement to extend the “Expiration Date” from May 3, 2022 to
May 3, 2024 and make other conforming changes; and


 


WHEREAS,
all acts and things necessary to make this Agreement a valid agreement according to its terms have been done and performed, and the execution
and delivery of this Agreement by the Company and the Rights Agent have been in all respects authorized by the Company and the Rights
Agent.


 


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


 




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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 then outstanding on a fully diluted basis (as defined in Section 1(pp)), but shall
exclude (i) the Excluded Persons, (ii) any Exempt Persons and (iii) any Grandfathered Persons.


 


Notwithstanding
anything in this Agreement to the contrary, no Person shall become an “Acquiring Person”:


 


(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 on a fully diluted basis; 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 on a fully diluted basis 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 or pursuant to a grant or exercise described in Section 1(a)(ii) below), 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 on a fully diluted basis;


 


(ii)
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 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 on a fully diluted basis 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 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 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 on a fully diluted basis), 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) a grant
or exercise described in this Section 1(a)(ii);


 




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(iii)
by means of share purchases directly from or issuances (including debt for equity exchanges) directly by the Company or indirectly through
an underwritten offering by 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 on a fully diluted basis following such transaction and (B) subsequently becomes the Beneficial Owner
of any additional shares of Common Stock (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 or pursuant to a grant or exercise described in Section
1(a)(ii) above) without the prior written consent of the Company and then Beneficially Owns 15% or more of the shares of Common Stock
then outstanding on a fully diluted basis;


 


(iv)
if (A) the Board determines in good faith 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 became an “Acquiring Person” in a manner described
in Section 1(a)(i), Section 1(a)(ii) or Section 1(a)(iii) and, in each case, inadvertently became a Beneficial Owner of additional shares
of Common Stock of the Company; 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 in good faith by the Board) a sufficient number of shares of Common Stock so that such Person would no longer be an “Acquiring
Person”; or


 


(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.


 


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


 


(c)
“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.


 


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


 


(e)
“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.


 


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


 




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(i)
that such Person or any of such Person’s Related Persons Beneficially Owns, directly or indirectly, as determined pursuant to Rule
13d-3 or Rule 13d-5 of the Exchange Act Regulations as in effect on the date of this Agreement;


 


(ii)
that such Person or any of such Person’s Related Persons, 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 Related Persons 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
Related Persons 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 Related Persons 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 Related
Persons) if such agreement has been approved by the Board prior to such Person becoming an Acquiring Person; or (B) the right to vote
or dispose of, pursuant to any agreement, arrangement or understanding (whether or not in writing);


 


(iii)
that are Beneficially Owned, directly or indirectly, by any other Person (or any Related Person of such Person) with which such Person
(or any Related Person of such Person) has 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)
that are Beneficially Owned, directly or indirectly, by a Counterparty (or any of such Counterparty’s Related Persons) 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 Related Persons 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 its Related Persons) 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 Related Persons) under any Derivatives Contract to which such first Counterparty (or any of
such first Counterparty’s Related Persons) is a Receiving Party, with this proviso being applied to successive Counterparties as
appropriate.


 




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Notwithstanding
anything in this definition of “Beneficial Ownership” to the contrary, Beneficial Owners of the Series H Preferred Stock
shall be deemed to Beneficially Own the shares of Common Stock of the Company issuable upon conversion of the Series H Preferred Stock
(without regard to any limitations on conversion thereof).


 


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 forty (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.


 


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, but 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).


 


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


 


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


 


(i)
“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; provided, that banks shall not be deemed
to be authorized or obligated to be closed due to a “shelter in place,” “non-essential employee” or similar closure
of physical branch locations at the direction of any governmental authority if such banks’ electronic funds transfer systems (including
for wire transfers) are open for use by customers on such day.


 


(j)
“Capital Stock” shall mean the Common Stock of the Company and the Existing Preferred Stock.


 


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


 


(l)
“Certificate of Incorporation” shall mean the Amended and Restated Certificate of Incorporation of the Company,
as may be amended or restated 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 Series L Junior Participating 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.


 




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(m)
“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.


 


(n)
“Closing Price” shall mean, in respect of any security for any day, 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 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 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, which professional market maker is selected by the Board.


 


(o)
“Common Stock” shall mean (i) when used with reference to the Company, the Common Stock, par value $0.01 per
share (subject to adjustment from time to time), 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.


 


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


 


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


 


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


 


(s)
“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 thirty (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 thirty (30) Trading Day period after but not including 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 to take into account ex-dividend trading, as determined in good faith
by the Board, whose determination shall be described in a statement delivered to the Rights Agent and shall be conclusive for all purposes.
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 written statement filed with the Rights Agent and shall be conclusive for all purposes.


 




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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 written 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.


 


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


 


(u)
“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 voting power of the outstanding shares of Capital 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 fifty percent (50%) of the consolidated total assets (including, without limitation, equity securities of its subsidiaries)
of the Company and its Subsidiaries or businesses or assets of the Company and its subsidiaries (including, without limitation, equity
securities of its subsidiaries) that generated more than fifty percent (50%) of the Company’s consolidated net revenue or earnings
before interest, taxes, depreciation and amortization for the preceding twelve (12) months.


 


(v)
“Derivatives Contract” shall mean a contract between two parties (the “Receiving Party”
and the “Counterparty”) that is designed to produce economic benefits and risks to the Receiving Party that
correspond substantially to the ownership by the Receiving Party of a number of shares of Common Stock specified or referenced in such
contract (the number corresponding to such economic benefits and risks, the “Notional Common Shares”), regardless
of whether obligations under such contract are required or permitted to be settled through the delivery of cash, 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.”


 


(w)
“Distribution Date” shall mean the earlier of (i) the Close of Business on the tenth (10th) Business
Day after the Stock Acquisition Date (or, if the tenth (10th) Business Day after the Stock Acquisition Date occurs before
the Record Date, the Close of Business on the Record Date) and (ii) the Close of Business on the tenth (10th) Business Day
(or, if such tenth (10th) Business Day occurs before the Record Date, the Close of Business on the Record Date) after the
Tender Offer Commencement Date; provided, however, that if either of the Stock Acquisition Date or the Tender Offer Commencement
Date occurs after the date of this Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date.


 




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


 


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


 


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


 


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


 


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


 


(cc)
“Excluded Person” shall mean (i) the Company or any of its Subsidiaries; (ii) any officers, directors and employees
of the Company or 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.


 


(dd)
“Exempt Person” shall mean any Person determined by the Board to be an “Exempt Person” in accordance
with the requirements set forth in Section 25 hereof for so long as such Person complies with any limitations or conditions required
by the Board in making such determination.


 


(ee)
“Exemption Request” shall have the meaning set forth in Section 25 hereof.


 


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


 


(gg)
“Existing Preferred Stock” shall have the meaning set forth in the recitals of this Agreement.


 


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


 


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


 


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


 


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


 




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(ll)
“Grandfathered Person” shall mean any Person that, together with all of its Related Persons, is, as of the
date of this Agreement, the Beneficial Owner of 15% or more of the outstanding shares of Common Stock of the Company on a fully diluted
basis. 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 on a fully diluted basis 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 on a fully diluted basis 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 on a fully diluted basis 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.


 


(mm)
“NASDAQ” shall mean The NASDAQ Stock Market LLC.


 


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


 


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


 


(pp)
“on a fully diluted basis” shall mean, with respect to any given date, the total number of shares of Common
Stock outstanding as of the Close of Business on such date after assuming and giving effect to the exercise or conversion of any options,
warrants, other stock purchase rights, preferred stock, debentures or any other securities of the Company then outstanding (other than
the Rights and without regard to any limitations on exercise or conversion thereof).


 


(qq)
“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 (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.


 


(rr)
“Preferred Stock” shall mean the Series L Junior Participating Preferred Stock, par value $0.01 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.


 


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


 


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


 


(uu)
“Record Date” shall mean the Close of Business on May 14, 2021.


 


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


 




    	- 9 -



    	 



    

 


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


 


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


 


(yy)
“Requesting Person” shall have the meaning set forth in Section 25 hereof.


 


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


 


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


 


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


 


(ccc)
“Rights Dividend” shall have the meanings set forth in the recitals of this Agreement.


 


(ddd)
“Schedule 13D” shall mean a statement on Schedule 13D pursuant to Rule 13d-1(a), 13d-1(e), 13d-1(f) or 13d-1(g)
of the General Rules and Regulations under the Exchange Act as in effect at the time of the public announcement of the declaration of
the Rights dividend with respect to the shares of Common Stock Beneficially Owned by the Person filing such statement.


 


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


 


(fff)
“Series H Preferred Stock” shall mean the Series H Convertible Preferred Stock of the Company, par value $0.01
per share.


 


(ggg)
“Special Committee” shall have the meaning set forth in the recitals of this Agreement.


 


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


 


(iii)
“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, on which a Person has become an Acquiring Person.


 


(jjj)
“Stockholder Approval” shall mean the approval or ratification by the stockholders of the Company of this Agreement
(or such Agreement as then in effect or as contemplated to be in effect following such Stockholder Approval) as demonstrated by the affirmative
vote of the holders of a majority of the voting power of the outstanding Common Stock of the Company entitled to vote (excluding the
vote of any Acquiring Person) that are present in person or represented by proxy, at a duly called meeting of stockholders of the Company
(or any adjournment or postponement thereof) at which a quorum is established.


 


(kkk)
“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; or (iii) any corporation or other entity that is otherwise controlled
by such other Person.


 




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


 


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


 


(nnn)
“Tender Offer Commencement Date” shall mean the date that a tender offer or exchange offer or other transaction
by any Person (other than an Exempt Person) is first published or sent or given within the meaning of Rule 14d-2(a) of the Exchange Act
Regulation, if, upon consummation thereof, such Person would become an Acquiring Person.


 


(ooo)
“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; provided, that any national securities exchange shall be deemed to be open
for the transaction of business if electronic auctions are open on such day regardless of the closure of physical locations; and (ii)
if such security is not so listed or admitted, a Business Day.


 


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


 


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


 


(rrr)
“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 agent for the Company and the holders of the Rights (who, in accordance with Section
3 hereof, shall prior to the Distribution Date be the holders of Capital Stock) 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; provided, that the Company shall notify the Rights Agent
in writing two (2) Business Days prior to such appointment. 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 shall make available (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 Capital Stock (the “Summary of Rights”),
to each record holder of Capital Stock as of the Close of Business on the Record Date (other than any Acquiring Person or any Related
Person of any Acquiring Person), at the address of such holder shown on the records of the Company or transfer agent or register for
the Capital Stock. With respect to certificates representing shares of Capital Stock (or Book Entry shares of Capital Stock) outstanding
as of the Record Date, until the Distribution Date, the Rights shall be evidenced by such shares of Capital 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 Capital 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 Capital Stock or, if there is no transfer agent for any Capital Stock,
on the registry books of the Company for such Capital Stock, together with the Summary of Rights. Until the earlier of the Distribution
Date and the Expiration Date, the transfer of any shares of Capital 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 or on the registry books of the Company
for the Capital 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 Capital Stock.


 




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(b)
Rights shall be issued, without any further action, in respect of all shares of Capital 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 Capital Stock for Book Entry form or, in the case of certificated shares, certificates, representing
such shares of Capital 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 an Amended and Restated
Rights Agreement between The Arena Group Holdings, Inc., a Delaware corporation (formerly theMaven, Inc., the “Company”),
and American Stock Transfer & Trust Company, LLC or any successor Rights Agent (the “Rights Agent”) dated as of
May 2, 2022, as the same may be amended or supplemented 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 shall no longer be evidenced
by [this certificate] [these shares]. The Company shall 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) shall become null and void and shall no longer be transferable.”


 


With
respect to all certificates representing shares of Capital Stock containing the foregoing legend in substantially similar form, until
the earlier of the Distribution Date and the Expiration Date, the Rights associated with the Capital Stock represented by such certificates
shall be evidenced by such certificates alone and registered holders of Capital Stock shall also be the registered holders of the associated
Rights, and the transfer of any such certificate shall also constitute the transfer of the Rights associated with the shares of Capital
Stock represented by such certificates.


 




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With
respect to Capital 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 earlier of the Distribution Date and the Expiration Date, the Rights associated with
the Capital Stock shall be evidenced by such Capital Stock alone and registered holders of Capital Stock shall also be the registered
holders of the associated Rights, and the transfer of any such Capital Stock shall also constitute the transfer of the Rights associated
with such shares of Capital Stock.


 


Notwithstanding
this paragraph (b), the omission of the legend or the failure to send, deliver or provide the registered owner of shares of Capital 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 Capital Stock after the Record Date but prior to the Distribution
Date, any Rights associated with such shares of Capital Stock shall be cancelled and retired so that the Company is not entitled to exercise
any Rights associated with the shares of Capital 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 Capital
Stock (including a transfer to the Company).


 


(d)
As soon as practicable after the Distribution Date, the Company shall prepare and execute, and the Rights Agent shall countersign and
the Company shall send or cause to be sent (and the Rights Agent shall, 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 Capital
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 Capital Stock so held, subject
to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Capital Stock has been made pursuant
to Section 11 hereof, at the time of distribution of the Rights Certificates, the Company may make the necessary and appropriate adjustments
(in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and,
if such adjustments are made, the Company may pay cash in lieu of any fractional Rights (in accordance with Section 14(a) hereof). 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 Capital 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.


 




    	- 13 -



    	 



    

 


Section
4. Form of Rights Certificate.


 


(a)
The Rights Certificates (including the forms of election to purchase and of assignment and applicable certificate) 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,
protections 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-thousandths 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
Capital Stock, or the Company; or (B) a transfer that the Board has determined in good faith 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 (to the extent feasible, and only if the Company has provided specific
written instructions to the Rights Agent) 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 Amended and Restated Rights Agreement dated as of May 2, 2022, by and
between The Arena Group Holdings, Inc. (formerly theMaven, Inc.) and American Stock Transfer & Trust Company, LLC (the “Rights
Agreement”)). Accordingly, this Rights Certificate and the Rights represented hereby shall become null and void in the circumstances
specified in Section 7(e) of the Rights Agreement.”


 




    	- 14 -



    	 



    

 


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 without
independent verification thereof 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.


 


Section
5. Countersignature and Registration.


 


(a)
The Rights Certificates shall be executed on behalf of the Company by its Chief Executive Officer, President, Chief Operating Officer,
Chief Financial Officer, any Senior Vice President, any Vice President, Treasurer, Secretary, any Assistant Treasurer or any Assistant
Secretary 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 means 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 means 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.


 




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	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-thousandths of a share of Preferred Stock (or following a Triggering Event,
Common Stock, other securities, cash or other assets, as the case may be) as the Rights Certificate or 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 governmental 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
governmental 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 governmental charges unless and until it is satisfied that all such taxes and/or governmental
charges have been paid.


 


(b)
If a Rights Certificate is mutilated, lost, stolen or destroyed, upon written 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 and/or the posting of a bond also satisfactory to the Company and/or the Rights Agent to cover any claim
that may be made against them with respect to such Certificate.


 


(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 Rights Certificates, to the extent permitted by
applicable law.


 




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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
prior to the earliest of (i) the Close of Business on May 3, 2024 or such later date as may be established by the Board prior to the
expiration of the Rights as long as the extension is submitted to the stockholders of the Company for ratification at the next annual
meeting of stockholders succeeding such extension; (ii) the time at which the Rights are redeemed pursuant to Section 23 hereof; (iii)
the time at which the Rights are exchanged pursuant to Section 24 hereof and (iv) the closing of any merger or other acquisition transaction
involving the Company pursuant to an agreement of the type described in Section 13(f) at which time the Rights are terminated (the earliest
of (i) – (iv) being herein referred to as the “Expiration Date”).


 


(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 $4.00, 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 Section 7(c).


 


(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 governmental 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-thousandths 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-thousandths of a share of Preferred Stock as are to be purchased (in which
case certificates for the shares of Preferred Stock represented by such receipts shall be deposited by the transfer agent with the depositary
agent), and the Company shall direct the depositary 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 and, after receipt thereof, deliver such cash to or upon the order of the registered holder of such Rights Certificate; and (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. 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, by certified or bank check, wire transfer, electronic transfer
or money order payable to the order of the Company.


 




    	- 17 -



    	 



    

 


(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.


 


(e)
Notwithstanding anything in this Agreement to the contrary, from and after the 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)
that becomes a transferee after the Acquiring Person becomes such; 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 such 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 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
Capital Stock or the Company; or (B) a transfer that the Board has determined in good faith 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 voting rights, powers, designations, preferences or any other relative,
participating, optional or other special rights whatsoever with respect to such Rights, whether under any provision of this Agreement,
the Rights Certificates or otherwise (including, without limitation, the 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 has or shall 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 assignment or the form of election to purchase set forth on the reverse side of the Rights Certificate surrendered
for such transfer or 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.


 


(g)
Except for those provisions herein that expressly survive the termination of this Agreement, this Agreement shall terminate upon the
earlier of the Expiration Date and such time as all outstanding Rights have been exercised, redeemed or exchanged hereunder.


 




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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. Subject to applicable law and regulation, the
Rights Agent shall maintain, in a retrievable database, electronic records of all cancelled or destroyed stock certificates that have
been cancelled or destroyed by the Rights Agent. The Rights Agent shall maintain such electronic records or physical records for the
time period required by applicable law and regulation. Upon written request of the Company (and at the expense of the Company), the Rights
Agent shall provide to the Company or its designee copies of such electronic records or physical records relating to Rights Certificates
cancelled or destroyed by the Rights Agent.


 


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, except as otherwise 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 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.


 




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(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 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 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 written notice thereof to the Rights Agent, for a period of time not to exceed ninety (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 stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time
as the suspension is no longer in effect, in each case with prompt written notice to the Rights Agent. 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.


 


(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 governmental 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-thousandths
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 governmental
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-thousandths 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 governmental charge has been paid (any such tax or governmental 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 governmental charge is due.


 




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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-thousandths of a share of Preferred Stock (or Common Stock and/or other securities, as the case may be) is issued upon the
exercise of Rights shall 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 governmental
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-thousandths 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-thousandths 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.


 


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 entity), 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; provided, however, that in no event may the consideration to be paid upon the exercise of one Right
be less than the aggregate par value of the shares (or fractions thereof) of capital stock of the Company issuable upon exercise of one
Right. If an event occurs that would require an adjustment under both this Section 11(a)(i) and Section 11(a)(ii) hereof, the adjustment
provided for in this Section 11(a)(i) shall be in addition to, and shall be made prior to, any adjustment required pursuant to Section
11(a)(ii) hereof.


 




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(ii)
Subject to Section 23 and Section 24 hereof, in the event that any 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) shall thereafter have 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-thousandths 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 number of one one-thousandths of a share
of Preferred Stock for which a Right was or would have been exercisable immediately prior to the Flip-In Event, whether or not such Right
was then exercisable (and, following such Flip-In Event, references to the “Exercise Price” shall thereafter
mean such product for each Right and for all purposes of this Agreement except to the extent set forth in Section 13 hereof); and (B)
dividing that product by fifty percent (50%) of the Current Market Price of Common Stock on the date of such Flip-In Event (such number
of shares, the “Adjustment Shares”); provided, however, that in connection with any exercise
effected pursuant to this Section 11(a)(ii), no holder of Rights shall be entitled to receive Common Stock (or other shares of capital
stock of the Company) that would result in such holder, together with such holder’s Related Persons, becoming the Beneficial Owner
of more than 15% of the then-outstanding Common Stock of the Company on a fully diluted basis (or, in the case of a Grandfathered Person,
becoming the Beneficial Owner of an additional share of Common Stock (or other shares of capital stock of the Company)). If a holder
would, but for the proviso in the immediately preceding sentence, be entitled to receive upon exercise of a Right a number of shares
that would otherwise result in such holder, together with such holder’s Related Persons, becoming the Beneficial Owner of in excess
of 15% of the then-outstanding Common Stock on a fully diluted basis (or, in the case of a Grandfathered Person, becoming the Beneficial
Owner of an additional share of Common Stock (or other shares of capital stock of the Company)) (such shares, the “Excess
Shares”), then in lieu of receiving such Excess Shares and to the extent permitted by law or orders applicable to the Company,
such holder shall only be entitled to receive an amount in cash or, at the election of the Company, a note or other evidence of indebtedness
maturing within nine (9) months with a principal amount, equal to the Current Market Price of a share of Common Stock at the Close of
Business on the Trading Day following the date of exercise multiplied by the number of Excess Shares that would otherwise have been issuable
to such holder. 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.


 




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(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 thirty (30) days following the later of (x) the 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 the Flip-In Event, the Board determines in good faith that it is likely that sufficient additional shares of Common
Stock could be authorized for issuance upon exercise in full of the Rights, then if the Board so elects, the thirty (30) day period set
forth above may be extended to the extent necessary, but not more than ninety (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 (a) shall provide, subject to Section 7(e) hereof, that such action shall apply uniformly to all outstanding Rights; and (b)
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 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).


 




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(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 forty-five (45) days after such record date) to subscribe for or purchase Preferred Stock (or shares having
the same voting rights, powers, designations, preferences and relative, participating, optional or other special rights 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); provided, however, that
in no event may the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital
stock of the Company issuable upon exercise of one Right. 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, 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 shall 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 have been in effect if such record date had not been fixed.


 


(c)
In case the Company fixes a record date for a distribution to all holders of shares of Preferred Stock (including any such distribution
made in connection with a consolidation or merger in which the Company is the continuing or surviving entity), 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, 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; provided, however, that in no event
shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock
of the Company issuable upon exercise of one Right. Such adjustments shall be made successively whenever such a record date is fixed;
and in the event that such distribution is not so made, the Exercise Price shall be adjusted to be the Exercise Price that would have
been in effect if such record date had not been fixed.


 




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(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 ten-thousandth of a share of Common Stock
or other share or one-millionth of a share of Preferred Stock, as the case may be. Notwithstanding the first sentence of this Section
11(d), no adjustment required by this Section 11 may be made after the earlier of (i) three (3) 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), (k) and (l) 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 shall evidence the right
to purchase, at the adjusted Exercise Price, the number of one one-thousandths 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 shall thereafter
evidence the right to purchase, at the adjusted Exercise Price, a number of one one-thousandths 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-thousandths 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.


 




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(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-thousandths 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-thousandths
of a share of Preferred Stock for which a Right was exercisable immediately prior to such adjustment. Each Right held of record prior
to such adjustment of the number of Rights shall become a number of Rights (calculated to the nearest one ten-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 ten (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 may,
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-thousandths of a share of Preferred Stock issuable
upon the exercise of the Rights, if substitute or replacement Rights Certificates have not been issued in accordance with Section 11(h),
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-thousandths of a share which were expressed in the initial Rights Certificates issued hereunder.


 


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


 


(k)
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) 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-thousandths 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-thousandths 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.


 




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(l)
Notwithstanding anything in this Section 11 to the contrary, prior to the Distribution Date, the Company is entitled to make such adjustments
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.


 


(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 (i) consolidate with any other Person (other than
a direct or indirect, wholly-owned Subsidiary of the Company in a transaction that is not prohibited by Section 11(n) 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 is not prohibited
by Section 11(n) 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 fifty percent (50%) of the assets or earning power of the Company and its
Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company and/or any of its direct or indirect, wholly-owned
Subsidiaries in one or more transactions, none of which is prohibited by Section 11(n) 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(m) 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.


 


(n)
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 Sections 23, 24, 28 and
30 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.


 




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(o)
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 entity), 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(o) 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(o), the adjustments provided for in this Section 11(o) shall be in addition and prior to any adjustment
required pursuant to Section 11(a)(ii) hereof.


 


(p)
Notwithstanding anything in this Agreement to the contrary, if, at any time after the date hereof and prior to the Distribution Date,
the number of shares of Common Stock issuable upon conversion of any shares of Existing Preferred Stock then outstanding is adjusted
pursuant to the terms of such Existing Preferred Stock, then the number of Rights associated with such shares of Existing Preferred Stock
shall be proportionately adjusted so that the number of Rights thereafter associated with each such share of Existing Preferred Stock
equals the result obtained by multiplying the number of shares of Common Stock issuable upon conversion of such share of Existing Preferred
Stock by the number of Rights associated with each share of Common Stock then outstanding. If an event occurs that would require an adjustment
under Section 11(a)(ii) hereof and this Section 11(p), the adjustments provided for in this Section 11(p) 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) make available a brief summary thereof to each holder of a Rights Certificate (or,
if prior to the Distribution Date, each registered holder of shares of Capital Stock) in accordance with Section 27 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 entitled to rely 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)
At any time after a Person has become an Acquiring Person, in the event that, directly or indirectly,


 




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(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 is not prohibited by Section 11(n) 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 is not prohibited by Section
11(n) 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


 


(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, none of which is prohibited
by Section 11(n) hereof), in one or more transactions, assets or earning power aggregating fifty percent (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, shall 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-thousandths of a share 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-thousandths 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 the Flip-In Event has occurred prior to the first
occurrence of a Flip-Over Event, multiplying the number of one one-thousandths of a share of Preferred Stock for which a Right would
be exercisable hereunder but for such Flip-In Event by the Exercise Price that would be in effect hereunder but for such Flip-In Event)
(following the first occurrence of a Flip-Over Event, references to the “Exercise Price” shall thereafter mean
such product for each Right and for all purposes of this Agreement); and


 


(B)
dividing that product by fifty percent (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;


 




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


 


(iv)
such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common
Stock) in connection with the consummation of any such transaction as may be necessary to 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


 


(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 twelve (12) month period registered under Section 12 of the Exchange Act,
and such Person is a direct or indirect Subsidiary of another Person the Common Stock of which is and has been so registered, “Principal
Party” shall refer to such other Person; (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 Stocks of two or more of which are and have been
so registered, “Principal Party” shall refer to whichever of such Persons is the issuer of the Common Stock having the 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 shall apply to each of the chains of ownership having an interest in such joint venture as if such party
were a Subsidiary of both or all of such joint venturers, and the Principal Parties in each such chain shall bear the obligations set
forth in this Section 13 in the same ratio as their direct or indirect interests in such Person bear to the total of such interests.


 




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(c)
The Company 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:


 


(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; and


 


(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
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 a 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.


 




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(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 bylaws 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 shall have no effect in connection with, or as a consequence of, the consummation of such transaction.


 


(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 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
Related Persons) which agreement has been approved by the Board 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(o) hereof, or
to distribute Rights Certificates that evidence fractional Rights. In lieu of such fractional Rights, the Company may 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 Price of one one-thousandth of a share of Preferred Stock. For purposes of this Section 14(b),
the Current Market Price 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.


 




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(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 shall 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 Price of one share of Common Stock, Common Stock Equivalents
or other securities. For purposes of this Section 14(c), the Current Market Price 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.


 


(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
shall not be deemed to have knowledge of, any payment for fractional Rights or fractional shares under any Section of this Agreement
relating to the payment of fractional Rights or fractional shares unless and until the Rights Agent 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
Capital Stock); and any registered holder of a Rights Certificate (or, prior to the Distribution Date, any registered holder of shares
of the Capital 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 Capital Stock), may, on 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.


 




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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 Capital Stock, or if there is no transfer agent for any Capital Stock, on the registry books of the Company for such Capital
Stock, registered in the names of the holders of Capital Stock (which Capital Stock shall also be deemed to represent certificates for
Rights) or, in the case of certificated shares, the certificates for the Capital Stock registered in the names of the holders of the
Capital Stock (which certificates for shares of Capital Stock also constitute certificates for Rights) and each Right is transferable
only in connection with the transfer of the Capital 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 of the Rights Agent designated for such purposes, duly endorsed or accompanied by a proper form of assignment and with
the appropriate forms and certificates properly completed and duly executed;


 


(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 Capital Stock, or if there is no transfer agent for any Capital Stock, on the registry books of the Company for such Capital
Stock, or in the case of certificated shares, by the associated Capital 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 Capital Stock, or if there is no transfer agent for
any Capital Stock, on the registry books of the Company for such Capital Stock, or in the case of certificated shares, by the associated
Capital 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.


 




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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 26
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.


 


Section
18. Duties of Rights Agent.


 


The
Rights Agent undertakes to perform its duties and obligations imposed by this Agreement upon the following terms and conditions, by all
of which the Company and the holders of Rights Certificates, or, prior to the Distribution Date, Capital 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 shall 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 the identity of any Acquiring Person and the determination of 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 Chief Executive
Officer, President, Chief Operating Officer, Chief Financial Officer, any Senior Vice President, any Vice President, Treasurer, Secretary,
any Assistant Treasurer or any Assistant 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)
Anything to the contrary notwithstanding, in no event shall the Rights Agent be liable for special, punitive, indirect, consequential
or incidental loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Rights Agent has been advised
of the likelihood of such loss or damage. Any 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.


 


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


 




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(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 shall 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 shall it
be liable or responsible for any change in the exercisability of the Rights (including, but not limited to, the Rights becoming null
and void pursuant to Section 7(e) hereof) or any change or adjustment in the terms of the Rights including, but not limited, 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 shall it by any act hereunder be deemed to make any representation or
warranty as to the authorization or reservation of any shares of the Common Stock, the 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 shall, 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 verbal or written instructions with respect to the performance of its duties
hereunder and certificates delivered pursuant to any provision hereof from the Chief Executive Officer, President, Chief Operating Officer,
Chief Financial Officer, any Senior Vice President, any Vice President, Treasurer, Secretary, any Assistant Treasurer or any Assistant
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 have no duty to independently verify
the accuracy or completeness of such instructions and 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 verbal or written 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 five (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.


 




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(h)
The Rights Agent and any stockholder, affiliate, director, officer or employee of the Rights Agent may buy, sell or deal in 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 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 as agreed in writing between the Company and the Rights Agent for
all services rendered by it hereunder and from time to time, on demand of the Rights Agent, to reimburse the Rights Agent for all of
its reasonable and documented expenses, counsel fees and disbursements and other expense 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 and its employees, officers and directors 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 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.


 




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(b)
The Rights Agent shall be authorized and protected and shall incur no liability for or in respect of any action taken, suffered or omitted
to be taken by it in connection with its acceptance and administration of this Agreement 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 shall not be obligated to verify the accuracy or completeness of
such instrument, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statements or other paper
or document 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 20 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.


 


(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 27 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. The Rights
Agent shall not 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 18 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. 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 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.


 




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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 thirty (30)
days’ advance notice in writing to the Company, and to each transfer agent of the Preferred Stock and the Common Stock, by registered
or certified mail, in which case the Company shall give or cause to be given written notice to the registered holders of the Rights Certificates
by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon at least thirty (30) days’ notice
in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock
and Preferred Stock, by registered or certified mail, and, if such removal occurs after the Distribution Date, to the holders of the
Rights Certificates by first-class mail. If the Rights Agent 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 thirty (30) days after
giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated
Rights Agent or by the holder of a Rights Certificate (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 in each case at the sole expense of
the Company. 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.


 




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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 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 Capital Stock following
the Distribution Date (other than upon exercise of a Right) and prior to the Expiration Date, the Company (a) shall, with respect to
shares of Common Stock so issued or sold pursuant to the exercise of stock options or under any employee plan or arrangement, 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 the Distribution Date (the “Redemption Period”)
authorize 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”). Any such redemption shall
be effective immediately upon the action of the Board authorizing the same, unless such action of the Board expressly provides that such
redemption shall be effective at a subsequent time or upon the occurrence or nonoccurrence of one or more specified events (in which
case such redemption shall be effective in accordance with the provisions of such action of the Board). 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.


 




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(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 may establish for the effectiveness of such redemption), and without any further action and without any notice,
the right to exercise the Rights shall 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 (ii) public
notice of any such redemption; provided, however, that the failure to give, or any defect in, any such notice shall not
affect the validity of such redemption. Within ten (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 Capital
Stock or if there is no transfer agent for any Capital Stock, on the registry books of the Company for such Capital Stock. Any notice
that is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of
redemption shall state the method by which the payment of the Redemption Price 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.


 


Section
24. Exchange.


 


(a)
The Board may, at its option, at any time after any Person becomes an Acquiring Person, exchange all or part of the then outstanding
and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 7(e) hereof)
for shares of Common Stock at an exchange ratio of one 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 fifty percent (50%) or more of the voting power represented by the Company’s capital stock then outstanding (including, but
not limited to, the Capital Stock). 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) shall thereafter be exercisable only in accordance with Section 13
hereof and may not be exchanged pursuant to this Section 24(a).


 




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(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 shall 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; provided, however, that in connection with any exchange effected pursuant to this Section 24(b), no holder of Rights
shall be entitled to receive Common Stock (or other shares of capital stock of the Company) that would result in such holder, together
with such holder’s Related Persons, becoming the Beneficial Owner of more than 15% of the then-outstanding Common Stock on a fully
diluted basis. If a holder would, but for the immediately preceding sentence, be entitled to receive Excess Shares, in lieu of receiving
such Excess Shares and to the extent permitted by law or orders applicable to the Company, such holder shall only be entitled to receive
an amount in cash or, at the election of the Company, a note or other evidence of indebtedness maturing within nine (9) months with a
principal amount, equal to the Current Market Price of a share of Common Stock at the Close of Business on the Trading Day following
the date the Board effects the foregoing exchange multiplied by the number of Excess Shares that would otherwise have been issuable to
such holder. 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. The Company shall promptly give (i) written notice to the Rights Agent of any such exchange;
and (ii) public notice of any such exchange; provided, however, that the failure to give, or any defect in, such notice
shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of
such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice that is mailed in the manner
herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange shall 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 Share) 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 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 non-assessable shares of Common Stock or of such other securities
(as the case may be), and the Company shall be deemed to have received as consideration for such issuance a benefit having a value that
is at least equal to the aggregate par value of the shares so issued.


 




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Section
25. Process to Seek Exemption.


 


Any
Person who desires to effect any acquisition of Capital Stock or other securities of the Company that might, if consummated, result in
such Person Beneficially Owning 15% or more of the then-outstanding Common Stock on a fully diluted basis (or, in the case of a Grandfathered
Person, additional shares of Common Stock) (a “Requesting Person”) may request that the Board grant an exemption
with respect to such acquisition under this Agreement (an “Exemption Request”). An Exemption Request shall
be in proper form and shall be delivered by registered mail, return receipt requested, to the Secretary of the Company at the principal
executive office of the Company. The Exemption Request shall be deemed made upon receipt by the Secretary of the Company. To be in proper
form, an Exemption Request shall set forth (i) the name and address of the Requesting Person, (ii) the number and percentage of shares
of Common Stock then Beneficially Owned by the Requesting Person, together with all Related Persons of the Requesting Person, and (iii)
a reasonably detailed description of the transaction or transactions by which the Requesting Person would propose to acquire Beneficial
Ownership of Common Stock aggregating 15% or more of the then-outstanding Common Stock on a fully diluted basis and the maximum number
and percentage of shares of Common Stock that the Requesting Person proposes to acquire. The Board shall endeavor to respond to an Exemption
Request within twenty (20) Business Days after receipt of such Exemption Request; provided, that the failure of the Board to make
a determination within such period shall be deemed to constitute the denial by the Board of the Exemption Request. The Requesting Person
shall respond promptly to reasonable and appropriate requests for additional information from the Company or the Board and its advisors
to assist the Board in making its determination. The Board shall only grant an exemption in response to an Exemption Request if it receives,
at the Board’s request, a report from the Company’s advisors to the effect that the acquisition of Beneficial Ownership of
Common Stock by the Requesting Person does not create a significant risk of material adverse tax consequences to the Company unless the
Board otherwise determines in its sole discretion that the exemption is in the best interests of the Company. Any exemption granted hereunder
may be granted in whole or in part, and may be subject to limitations or conditions (including a requirement that the Requesting Person
agree that it shall not acquire Beneficial Ownership of shares of Common Stock in excess of the maximum number and percentage of shares
approved by the Board), in each case as and to the extent the Board shall determine necessary or desirable. Any Exemption Request may
be submitted on a confidential basis and, except to the extent required by applicable law, the Company shall maintain the confidentiality
of such Exemption Request and determination of the Board with respect thereto, unless the information contained in the Exemption Request
or the determination of the Board with respect thereto otherwise becomes publicly available. To the extent the Board grants a Person’s
Exemption Request pursuant to this Section 25, such Person shall be an “Exempt Person.”


 




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Section
26. 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 is not prohibited by Section 11(n) 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 fifty percent (50%) of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person
or Persons (other than the Company and/or any of its Subsidiaries in one or more transactions none of which is prohibited by Section
11(n) 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 27
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 ten (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 ten (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 26(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 26 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.


 


(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 27 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 26 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.


 




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(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 27 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
27. 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 U.S. mail, FedEx or UPS, postage prepaid and properly addressed
(until another address is filed in writing by the Company with the Rights Agent) as follows:


 


If
to the Company, at its address at:


 


The
Arena Group Holdings, Inc.





200
Vesey Street, 24th Floor


New
York, NY 10281


Attention: Secretary


 


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 in writing by first-class or express
U.S. mail, FedEx or UPS, postage prepaid or overnight delivery service and properly addressed (until another address is filed in writing
by the Rights Agent with the Company) as follows:


 


American
Stock Transfer & Trust Company, LLC





6201
15th Avenue





Brooklyn,
NY 11219





Attention:
Legal 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 Capital Stock) shall be sufficiently given or made if sent in writing
by first-class or express U.S. mail, FedEx or UPS, postage prepaid or overnight delivery service and properly addressed, to such holder
at the address of such holder as shown on the registry books of the Company.


 




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Section
28. Supplements and Amendments.


 


Except
as otherwise provided in this Section 28, 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, including,
without limitation, the Expiration Date; (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 (x) adversely affect the interests of the holders of Rights
(other than holders of Rights that have become null and void pursuant to Section 7(e) hereof) as such, (y) cause the Rights again to
become redeemable or (z) cause this Agreement to become amendable other than in accordance with this Section 28. 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. Any such
supplement or amendment shall be evidenced in writing signed by the Company and the Rights Agent. 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 28, 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 28 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 (3) 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. The Rights Agent acknowledges that time is of the essence
in connection with its execution of any such proposed supplement or amendment. Any failure to execute such proposed supplement or amendment
shall not affect the validity of the actions taken by the Board pursuant to this Section 28.


 


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


 


Section
29. 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.


 




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Section
30. Determinations and Actions by the Board.


 


For
all purposes of this Agreement, any calculation of the number of shares of Common Stock or any other class of capital stock outstanding
at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Stock of
which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules
and Regulations under the Exchange Act. Except as otherwise specifically provided herein, the Board 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 28 hereof).
All such actions, calculations, interpretations and determinations that are done or made by the Board in good faith hereunder shall be
final, conclusive, and binding on the Company, the Rights Agent, the holders of the Rights and all other parties. For all purposes of
this Agreement, any action taken by a duly authorized committee or subcommittee of the Board shall be deemed to be an action taken by
the Board.


 


Section
31. 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 Capital Stock) 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 Capital Stock).


 


Section
32. 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 shall 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.


 


Section
33. Severability.


 


If
any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority to be
invalid, null and void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain
in full force and effect and shall in no way be affected, impaired or invalidated; provided, however, that notwithstanding
anything in this Agreement to the contrary, if any such term, provision, covenant or restriction is held by such court or authority to
be invalid, null and 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 shall not expire until the Close of Business on the tenth (10th) Business Day following the date of
such determination by the Board.


 




    	- 47 -



    	 



    

 


Section
34. Governing Law.


 


This
Agreement, each Right, and each Rights Certificate issued hereunder shall be deemed to be a contract made under the laws of the State
of 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, without reference to its conflicts of law principles, and performed entirely within such State.


 


Section
35. 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 this Agreement by facsimile or other customary means of electronic transmission (e.g., “pdf”)
shall be effective as delivery of a manually executed counterpart hereof.


 


Section
36. Interpretation.


 


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
37. Force Majeure.


 


Notwithstanding
anything to the contrary contained herein, the Rights Agent shall 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, pandemic,
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 To Follow On Next Page)


 




    	- 48 -



    	 



    

 


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


 


	 	THE
    ARENA GROUP HOLDINGS, INC.,
	 	as
    the Company
	 	 	 
	 	By:	/s/ Douglas B. Smith
	 	Name:	Douglas
    B. Smith 
	 	Title:	Chief
    Financial Officer 






 


Signature
Page to Amended and Restated Rights Agreement


 






    	 



     


    

 


	 	AMERICAN
    STOCK TRANSFER & TRUST COMPANY, LLC, 
	 	as
    Rights Agent
	 	 	 
	 	By:	/s/
    Margot Jordan
	 	Name:	Margot Jordan
	 	Title:	Head of TA Operations AST & EQUS








 


Signature
Page to Amended and Restated Rights Agreement


 




    	 



     


    

 


Exhibit
A


 


CERTIFICATE
OF DESIGNATIONS





OF





SERIES
L JUNIOR PARTICIPATING PREFERRED STOCK





OF

THEMAVEN, Inc.


 


(Pursuant
to Section 151 of the Delaware General Corporation Law)


 


In
accordance with Section 151 of the Delaware General Corporation Law, the undersigned corporation, hereby certifies that the following
resolution was adopted by the Special Finance & Governance Committee (the “Special Committee”) of the Board
of Directors (the “Board”) of TheMaven, Inc., a Delaware corporation (the “Corporation”)
at a meeting of the Special Committee duly called and held on May 2, 2021:


 


RESOLVED,
that pursuant to the authority granted to and vested in the Special Committee in accordance with the provisions of the Amended and Restated
Certificate of Incorporation, the Special Committee hereby creates a series of Preferred Stock, par value $0.01 per share, of the Corporation
(the “Preferred Stock”), and hereby states the designation and number of shares, and fixes the relative rights,
preferences, and limitations thereof as follows:


 


Series
L Junior Participating Preferred Stock:


 


(1)
Designation and Amount. The shares of such series shall be designated as “Series L Junior Participating Preferred Stock”
(the “Series L Preferred Stock”) and the number of shares constituting the Series L Preferred Stock shall be
600,000. Such number of shares may be increased or decreased by resolution of the Board; provided, that no decrease shall reduce
the number of shares of Series L Preferred Stock to a number less than the number of shares then outstanding plus the number of shares
reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities
issued by the Corporation convertible into Series L Preferred Stock.


 


(2)
Dividends and Distributions.


 


(a)
Subject to the rights of the holders of any shares of any series of Preferred Stock (or any similar stock) ranking prior and superior
to the Series L Preferred Stock with respect to dividends, the holders of shares of Series L Preferred Stock, in preference to the holders
of common stock, par value $0.01 per share (the “Common Stock”), of the Corporation, and of any other junior
stock, shall be entitled to receive, when, as and if declared by the Board out of funds legally available for the purpose, quarterly
dividends payable in cash on the first day of March, June, September and December in each year (each such date being referred to herein
as a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after the
first issuance of a share or fraction of a share of Series L Preferred Stock, in an amount per share (rounded to the nearest cent) equal
to the greater of (1) $1.00 or (2) subject to the provision for adjustment hereinafter set forth, 1,000 times the aggregate per share
amount of all-cash dividends, and 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions,
other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification
or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first
Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series L Preferred Stock. In the event
the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision
or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend
in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders
of shares of Series L Preferred Stock were entitled immediately prior to such event under clause (2) of the preceding sentence shall
be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately
after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such
event.


 




    	- A-1
                                                                                                                                                                                                                               -



     


    

 


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


 


(c)
Dividends shall begin to accrue and be cumulative on outstanding shares of Series L Preferred Stock from the Quarterly Dividend Payment
Date next preceding the date of issue of such shares, unless the date of issue of such shares is prior to the record date for the first
Quarterly Dividend Payment Date, in which case dividends on such shares shall begin to accrue from the date of issue of such shares,
or unless the date of issue is a Quarterly Dividend Payment Date or is a date after the record date for the determination of holders
of shares of Series L Preferred Stock entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either
of which events such dividends shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid
dividends shall not bear interest. Dividends paid on the shares of Series L Preferred Stock in an amount less than the total amount of
such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among all such shares
at the time outstanding. The Board may fix a record date for the determination of holders of shares of Series L Preferred Stock entitled
to receive payment of a dividend or distribution declared thereon, which record date shall be not more than sixty (60) days prior to
the date fixed for the payment thereof.


 


(3)
Voting Rights. The holders of shares of Series L Preferred Stock shall have the following voting rights:


 


(a)
Subject to the provision for adjustment hereinafter set forth, each share of Series L Preferred Stock shall entitle the holder thereof
to 1,000 votes on all matters submitted to a vote of the stockholders of the Corporation. In the event the Corporation shall at any time
declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation
of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock)
into a greater or lesser number of shares of Common Stock, then in each such case the number of votes per share to which holders of shares
of Series L Preferred Stock were entitled immediately prior to such event shall be adjusted by multiplying such number by a fraction,
the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which
is the number of shares of Common Stock that were outstanding immediately prior to such event.


 




    	- A-2
                                                                                                                                                                                                                               -



     


    

 


(b)
Except as otherwise provided herein, in any other certificate of designations creating a series of Preferred Stock or any similar stock,
or by law, the holders of shares of Series L Preferred Stock and the holders of shares of Common Stock and any other capital stock of
the Corporation having general voting rights shall vote together as one class on all matters submitted to a vote of stockholders of the
Corporation.


 


(c)
Except as set forth herein, or as otherwise provided by law, holders of Series L Preferred Stock shall have no special voting rights
and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein)
for taking any corporate action.


 


(4)
Certain Restrictions.


 


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


 


(1)
declare or pay dividends, or make any other distributions, on any shares of stock ranking junior (either as to dividends or upon liquidation,
dissolution or winding up) to the Series L Preferred Stock;


 


(2)
declare or pay dividends, or make any other distributions, on any shares of stock ranking on a parity (either as to dividends or upon
liquidation, dissolution or winding up) with the Series L Preferred Stock, except dividends paid ratably on the Series L Preferred Stock
and all such parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all
such shares are then entitled;


 


(3)
redeem or purchase or otherwise acquire for consideration shares of any stock ranking junior (either as to dividends or upon liquidation,
dissolution or winding up) to the Series L Preferred Stock other than (A) such redemptions or purchases that may be deemed to occur upon
the exercise of stock options, warrants or similar rights or grant, vesting or lapse of restrictions on the grant of any other performance
shares, restricted stock, restricted stock units or other equity awards to the extent that such shares represent all or a portion of
(x) the exercise or purchase price of such options, warrants or similar rights or other equity awards and (y) the amount of withholding
taxes owed by the recipient of such award in respect of such grant, exercise, vesting or lapse of restrictions; (B) the repurchase, redemption,
or other acquisition or retirement for value of any such shares from employees, former employees, directors, former directors, consultants
or former consultants of the Corporation or their respective estate, spouse, former spouse or family member, pursuant to the terms of
the agreements pursuant to which such shares were acquired, provided that the Corporation may at any time redeem, purchase or otherwise
acquire shares of any such junior stock in exchange for shares of any stock of the Corporation ranking junior (either as to dividends
or upon dissolution, liquidation or winding up) to the Series L Preferred Stock; or


 




    	- A-3
                                                                                                                                                                                                                               -



     


    

 


(4)
redeem or purchase or otherwise acquire for consideration any shares of Series L Preferred Stock, or any shares of stock ranking on a
parity with the Series L Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined
by the Board) to all holders of such shares upon such terms as the Board, after consideration of the respective annual dividend rates
and other relative rights and preferences of the respective series and classes, shall determine in good faith shall result in fair and
equitable treatment among the respective series or classes.


 


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


 


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


 


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


 




    	- A-4
                                                                                                                                                                                                                               -



     


    

 


(7)
Consolidation, Merger, Etc. In case the Corporation shall enter into any consolidation, merger, combination or other transaction
in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash and/or any other property, then
in any such case each share of Series L Preferred Stock shall at the same time be similarly exchanged or changed into an amount per share,
subject to the provision for adjustment hereinafter set forth, equal to 1,000 times the aggregate amount of stock, securities, cash and/or
any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is changed or exchanged.
In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or
effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than
by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case
the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series L Preferred Stock shall be
adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately
after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such
event.


 


(8)
No Redemption. The shares of Series L Preferred Stock shall not be redeemable.


 


(9)
Rank. The Series L Preferred Stock shall rank, with respect to the payment of dividends and the distribution of assets, junior
to all series of any other class of the Corporation’s Preferred Stock, and shall rank senior to the Common Stock as to such matters.


 


(10)
Amendment. The Amended and Restated Certificate of Incorporation of the Corporation shall not be amended in any manner which would
materially alter or change the powers, preferences or special rights of the Series L Preferred Stock so as to affect them adversely without
the affirmative vote of the holders of at least two-thirds of the outstanding shares of Series L Preferred Stock, voting together as
a single class.


 


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


 




    	- A-5
                                                                                                                                                                                                                               -



     


    




 


IN
WITNESS WHEREOF, TheMaven, Inc. has caused this Certificate to be executed by its duly authorized officer this ___ day of ________, ___________.


 


	 	THEMAVEN,
    Inc.
	 	 	 
	 	By:
    	                                    
	 	Name:	 
	 	Title:	 


 




    	- A-6
                                                                                                                                                                                                                               -



     


    

 


Exhibit
B


 


SUMMARY
OF RIGHTS

TO PURCHASE SERIES L JUNIOR PARTICIPATING PREFERRED STOCK


 


On
May 4, 2021, the Special Finance & Governance Committee (the “Special Committee”) of the Board of Directors
(the “Board”) of The Arena Group Holdings, Inc., a Delaware corporation (formerly theMaven, Inc., the “Company”),
declared (i) a dividend of one preferred share purchase right (a “Right”) for each outstanding share of common
stock, par value $0.01 per share, of the Company (the “Common Stock”) and (ii) a dividend of one Right for
each share of Common Stock issuable upon conversion of the Company’s Series H Preferred Stock (the “Existing Preferred
Stock” and together with the Common Stock, the “Capital Stock”). The dividend was paid on May
14, 2021 (the “Record Date”) to the stockholders of record on that date. Each Right entitles the registered
holder to purchase from the Company one one-thousandth of a share of Series L Junior Participating Preferred Stock, par value $0.01 per
share, of the Company (the “Preferred Stock”) at a price of $4.00 per one one-thousandth of a share of Preferred
Stock (the “Exercise Price”), subject to adjustment. The description and terms of the Rights are set forth
in an Amended and Restated Rights Agreement dated as of Mary 2, 2022, as the same may be amended from time to time (the “Rights
Agreement”), between the Company and American Stock Transfer & Trust Company, LLC, as Rights Agent (the “Rights
Agent”).


 


Until
the earlier to occur of (i) the close of business on the tenth (10th) business day after a public announcement that a person
or group of affiliated or associated persons (with certain exceptions, an “Acquiring Person”) has acquired
beneficial ownership of 15% or more of the outstanding shares of Common Stock on a fully diluted basis and (ii) the close of business
on the tenth (10th) business day after the commencement by any person of, or of the first public announcement of the intention
of any 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 on a fully diluted basis (the earlier of such dates being called the “Distribution
Date”), the Rights will be evidenced, with respect to any of the Capital Stock certificates (or book entry shares) outstanding
as of the Record Date, by such Capital Stock certificate (or book entry shares) together with this Summary of Rights.


 


The
Rights Agreement provides that, until the Distribution Date (or earlier expiration or redemption of the Rights), the Rights will be transferred
with and only with the Capital Stock. Until the Distribution Date (or earlier expiration or redemption of the Rights), new Capital Stock
certificates issued after the Record Date upon transfer or new issuances of Capital Stock will contain a legend incorporating the Rights
Agreement by reference, and notice of such legend will be furnished to holders of book entry shares. Until the Distribution Date (or
earlier expiration or redemption of the Rights), the surrender for transfer of any certificates for shares of Capital Stock (or book
entry shares of Capital Stock) outstanding as of the Record Date, even without such legend or a copy of this Summary of Rights, will
also constitute the transfer of the Rights associated with the shares of Capital Stock represented by such certificate or registered
in book entry form. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights (the “Rights
Certificates”) will be mailed to holders of record of the Capital Stock as of the Close of Business on the Distribution
Date and such separate Rights Certificates alone will evidence the Rights.


 




    	- B-1
                                                                                                                                                                                                                               -



     


    

 


The
Rights are not exercisable until the Distribution Date. The Rights will expire prior to the earliest of (i) the close of business on
May 3, 2024 or such later date as may be established by the Board (or a duly authorized committee or subcommittee thereof) or prior to
the expiration of the Rights as long as the extension is submitted to the stockholders of the Company for ratification at the next annual
meeting of stockholders succeeding such extension, (ii) the time at which the Rights are redeemed or exchanged by the Company, in each
case as described below, and (iii) upon the occurrence of certain transactions.


 


The
Exercise Price payable, and the number of shares of Preferred Stock or other securities or property issuable, upon exercise of the Rights
is subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination
or reclassification of, the Preferred Stock, (ii) upon the grant to holders of the Preferred Stock of certain rights or warrants to subscribe
for or purchase Preferred Stock at a price, or securities convertible into Preferred Stock with a conversion price, less than the then
current market price of the Preferred Stock or (iii) upon the distribution to holders of the Preferred Stock of evidences of indebtedness
or assets (excluding regular periodic cash dividends or dividends payable in Preferred Stock) or of subscription rights or warrants (other
than those referred to above).


 


The
number of outstanding Rights is subject to adjustment in the event of a stock dividend on the Common Stock payable in shares of Common
Stock or subdivisions, consolidations or combinations of the Common Stock occurring, in any such case, prior to the Distribution Date.


 


Shares
of Preferred Stock purchasable upon exercise of the Rights will not be redeemable. Each share of Preferred Stock will be entitled, when,
as and if declared, to a minimum preferential quarterly dividend payment of the greater of (a) $1.00 per share, and (b) an amount equal
to 1,000 times the dividend declared per share of Common Stock. In the event of liquidation, dissolution or winding up of the Company,
the holders of the Preferred Stock will be entitled to a minimum preferential payment of the greater of (i) $1,000.00 per share (plus
any accrued but unpaid dividends), and (ii) an amount equal to 1,000 times the payment made per share of Common Stock. Each share of
Preferred Stock will have 1,000 votes, voting together with the Common Stock. Finally, in the event of any merger, consolidation or other
transaction in which outstanding shares of Common Stock are converted or exchanged, each share of Preferred Stock will be entitled to
receive 1,000 times the amount received per share of Common Stock. These rights are protected by customary anti-dilution provisions.


 


Because
of the nature of the Preferred Stock’s dividend, liquidation and voting rights, the value of the one one-thousandth interest in
a share of Preferred Stock purchasable upon exercise of each Right should approximate the value of one share of Common Stock.


 


In
the event that any person or group of affiliated or associated persons becomes an Acquiring Person, each holder of a Right, other than
Rights beneficially owned by the Acquiring Person, affiliates and associates of the Acquiring Person and certain transferees thereof
(which will thereupon become null and void), will, following the Distribution Date, have the right to receive upon exercise of a Right
that number of shares of Common Stock (or at the option of the Company, other securities of the Company) having a market value of two
times the exercise price of the Right, unless the Rights were earlier redeemed or exchanged.


 




    	- B-2
                                                                                                                                                                                                                               -



     


    

 


In
the event that, after a person or group has become an Acquiring Person, the Company is acquired in a merger or other business combination
transaction or fifty percent (50%) or more of its consolidated assets or earning power are sold, proper provisions will be made so that
each holder of a Right (other than Rights beneficially owned by an Acquiring Person, affiliates and associates of the Acquiring Person
and certain transferees thereof which will have become null and void) will thereafter have the right to receive upon the exercise of
a Right that number of shares of common stock of the person with whom the Company has engaged in the foregoing transaction (or its parent)
that at the time of such transaction have a market value of two times the exercise price of the Right.


 


At
any time after any person or group becomes an Acquiring Person and prior to the earlier of one of the events described in the previous
paragraph or the acquisition by such Acquiring Person of fifty percent (50%) or more of the voting power represented by the Company’s
capital stock then outstanding (including, but not limited to, the Capital Stock), the Board may exchange the Rights (other than Rights
beneficially owned by such Acquiring Person and certain transferees thereof which will have become null and void), in whole or in part,
for shares of Common Stock or Preferred Stock (or a series of the Company’s preferred stock having equivalent voting rights, powers,
designations, preferences and relative, participating, optional or other special rights), at an exchange ratio of one share of Common
Stock, or a fractional share of Preferred Stock (or other preferred stock) equivalent in value thereto, per Right.


 


With
certain exceptions, no adjustment in the Exercise Price will be required until cumulative adjustments require an adjustment of at least
one percent (1%) in such Exercise Price. No fractional shares of Preferred Stock or Common Stock will be issued (other than fractions
of shares of Preferred Stock which are integral multiples of one one-thousandth of a share of Preferred Stock, which may, at the election
of the Company, be evidenced by depositary receipts), and in lieu thereof an adjustment in cash will be made based on the current market
price of the Preferred Stock or the Common Stock.


 


At
any time before the Distribution Date, the Board may authorize the redemption of the Rights in whole, but not in part, at a price of
$0.001 per Right (the “Redemption Price”) payable, at the option of the Company, in cash, shares of Common
Stock or such other form of consideration as the Board will determine. The redemption of the Rights may be made effective at such time,
on such basis and with such conditions as the Board in its sole discretion may establish. Immediately upon the action of the Board ordering
the redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to
receive the Redemption Price.


 


The
Company may amend or supplement the Rights Agreement without the approval of any holders of Rights, including, without limitation, in
order to (i) cure any ambiguity, (ii) correct or supplement any provision of the Rights Agreement that may be defective or inconsistent
with any other provisions of the Rights Agreement, (iii) shorten or lengthen any time period in the Rights Agreement, including the Expiration
Date, or (iv) otherwise change, amend or supplement any provision that the Company and the Rights Agent may deem necessary or desirable.
However, from and after the time when any person or group of persons becomes an Acquiring Person, the Rights Agreement may not be amended
or supplemented in any manner that would, among other things, adversely affect the interests of the holders of Rights (other than holders
of Rights that have become null and void).


 


Until
a Right is exercised or exchanged, the holder thereof, as such, will have no rights as a stockholder of the Company, including, without
limitation, the right to vote or to receive dividends.


 


A
copy of the Rights Agreement has been filed with the U.S. Securities and Exchange Commission as an exhibit to a Current Report on Form
8-K filed on May 3, 2022. A copy of the Rights Agreement is available free of charge from the Company. This summary description of the
Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, as the same may be amended
from time to time, which is hereby incorporated herein by reference.


 




    	- B-3
                                                                                                                                                                                                                               -



     


    

 


Exhibit
C


 


FORM
OF RIGHTS CERTIFICATE


 


	Certificate No. R-________	________ Rights




 


NOT
EXERCISABLE AFTER May 3, 2024 OR EARLIER IF REDEEMED OR EXCHANGED BY THE COMPANY OR LATER AS PROVIDED IN THE RIGHTS AGREEMENT. THE RIGHTS
ARE SUBJECT TO REDEMPTION, AT THE OPTION OF THE COMPANY, AT $0.001 PER RIGHT AND TO EXCHANGE ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT.
UNDER CERTAIN CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON OR A RELATED PERSON OF ANY SUCH PERSON (AS SUCH TERMS ARE
DEFINED IN THE RIGHTS AGREEMENT) AND ANY SUBSEQUENT HOLDER OF SUCH RIGHTS MAY BECOME NULL AND VOID. THE RIGHTS SHALL NOT BE EXERCISABLE,
AND SHALL BE NULL AND VOID, AS LONG AS HELD BY A HOLDER IN ANY JURISDICTION WHERE THE REQUISITE QUALIFICATION TO THE ISSUANCE TO SUCH
HOLDER, OR THE EXERCISE BY SUCH HOLDER, OF THE RIGHTS IN SUCH JURISDICTION SHALL NOT HAVE BEEN OBTAINED OR BE OBTAINABLE.


 


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


 




    	- C-1 -



    	 



    

 


Rights
Certificate


 


This
certifies that _________________, or its registered assigns, is the registered holder of the number of Rights set forth above, each of
which entitles the holder thereof, subject to the terms, provisions and conditions of the Amended and Restated Rights Agreement dated
as of May 2, 2022, as amended from time to time (the “Rights Agreement”), between The Arena Group Holdings,
Inc., a Delaware corporation (formerly theMaven, Inc., the “Company”), and American Stock Transfer & Trust
Company, LLC, as Rights Agent (the “Rights Agent”), to purchase from the Company at any time after the Distribution
Date and prior to 5:00 p.m., New York City time, on May 3, 2024, or such earlier or later date as provided in the Rights Agreement, at
the office or offices of the Rights Agent designated for such purpose, or its successors as Rights Agent, one one-thousandth of a fully
paid, non-assessable share of Series L Junior Participating Preferred Stock, par value $0.01 per share (the “Preferred Stock”),
of the Company, at a purchase price of $4.00 per one one-thousandth share of Preferred Stock (the “Exercise Price”),
upon presentation and surrender of this Rights Certificate with the Election to Purchase and related Certificate duly executed. The number
of Rights evidenced by this Rights Certificate (and the number of shares that may be purchased upon exercise thereof) set forth above,
and the Exercise Price per share as set forth above, are the number and Exercise Price as of May 4, 2021, based on the Preferred Stock
as constituted at such date, and are subject to adjustment upon the happening of certain events as provided in the Rights Agreement.
Capitalized terms used and not defined herein shall have the meanings specified in the Rights Agreement.


 


From
and after the occurrence of the Flip-In Event or a Flip-Over Event, the Rights evidenced by this Rights Certificate beneficially owned
by (i) an Acquiring Person or a Related Person of any such Acquiring Person, (ii) a transferee of any such Acquiring Person or Related
Person, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of a person who, concurrently with or after
such transfer, became an Acquiring Person or a Related Person of an Acquiring Person shall become null and void and no holder hereof
shall have any right with respect to such Rights from and after the occurrence of such Flip-In Event or Flip-Over Event.


 


The
Rights evidenced by this Rights Certificate shall not be exercisable, and shall be null and void as long as held, by (i) a holder in
any jurisdiction where the requisite qualification to the issuance to such holder, or the exercise by such holder, of the Rights in such
jurisdiction shall not have been obtained or be obtainable or (ii) an Excluded Person.


 


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


 


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


 




    	- C-2 -



    	 



    

 


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


 


Subject
to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company under certain circumstances
at its option at a redemption price of $0.001 per Right at any time prior to the Distribution Date.


 


At
any time after a person becomes an Acquiring Person and prior to the acquisition by such person of fifty percent (50%) or more of the
voting power represented by the Company’s capital stock then outstanding, the Board may exchange the Rights (other than Rights
owned by such Acquiring Person which have become null and void), in whole or in part, at an exchange ratio of one share of the Company’s
common stock, par value $0.01 per share (the “Common Stock”), per each outstanding Right or, in certain circumstances,
other equity securities of the Company which are deemed by the Board to have the same value as shares of Common Stock, subject to adjustment.


 


No
fractional shares of Preferred Stock shall be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions
which are integral multiples of one one-thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced
by depositary receipts), but in lieu thereof a cash payment shall be made, as provided in the Rights Agreement.


 


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


 


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


 




    	- C-3 -



    	 



    

 


WITNESS
the facsimile signature of the proper officers of the Company.


 


Dated
as of _____________, ______.


 


	 	The
    Arena Group Holdings, Inc.
	 	 	                                     
	 	By:	 
	 	Name:	 
	 	Title:	 


 


Countersigned:


 


Dated
as of _____________, ______.


 


	AMERICAN
    STOCK TRANSFER & TRUST COMPANY, LLC, 	 
	as
    Rights Agent 	 
	 	 	 
	By:	 	 
	 	Authorized
    Signatory	 


 




    	- C-4 -



    	 



    




 


[Form
of Reverse Side of Rights Certificate]


 


FORM
OF ASSIGNMENT


 


(To
be executed by the registered holder if


such
holder desires to transfer the


Rights
Certificate.)


 


FOR
VALUE RECEIVED ________________________hereby sells, assigns and transfers unto


 


 





 



(Please
print name and address of transferee)


 


 





 



 


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


 


Dated
_____________, ______.


 





	 	 	 
	 	 	Signature
	 	 	 
	Signature
Medallion Guaranteed:	 	 



 




    	- C-5 -



    	 



    




 


Certificate


 


The
undersigned hereby certifies by checking the appropriate boxes that:


 


(1)
this Rights Certificate [  ] is [  ] is not being sold, assigned and transferred by or on behalf of a Person who is or was
an Acquiring Person or a Related Person of any such Person (as such terms are defined pursuant to the Rights Agreement); and


 


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


 


Dated
_____________, ______.


 


	 	 	 
	 	 	Signature
	 	 	 
	Signature
Medallion Guaranteed:	 	 





 




    	- C-6 -



    	 



    




 


NOTICE


 


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


 


Signatures
must be guaranteed by a participant in a Medallion Signature Guarantee Program at a level acceptable to the Rights Agent.


 


In
the event the certification set forth above is not completed, the Company will deem the beneficial owner of the Rights evidenced by this
Rights Certificate to be an Acquiring Person or a Related Person thereof (as defined in the Rights Agreement) and, in the case of an
Assignment, will affix a legend to that effect on any Rights Certificates issued in exchange for this Rights Certificate.


 




    	- C-7 -



    	 



    




 


FORM
OF ELECTION TO PURCHASE


 


(To
be executed if the registered holder





desires
to exercise Rights represented





by
the Rights Certificate.)


 


To:______________________


 


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





 


 





 






(Please
print name and address)


 


 





 



 


	Please insert social security	
	or other identifying number:	




 


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


 


 





 






(Please
print name and address)


 


 





 



 


	Please insert social security	
	or other identifying number:	


 


Dated
_____________, ______.


 


	 	 	 
	 	 	Signature
	 	 	 
	Signature
Medallion Guaranteed:	 	 


 




    	- C-8 -



    	 



    




 


Certificate


 


The
undersigned hereby certifies by checking the appropriate boxes that:


 


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


 


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


 


Dated
_____________, ______.





 


	 	 	 
	 	 	Signature
	 	 	 
	Signature
Medallion Guaranteed:	 	 


 




    	- C-9 -



    	 



    




 


NOTICE


 


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


 


Signatures
must be guaranteed by a participant in a Medallion Signature Guarantee Program at a level acceptable to the Rights Agent.


 


In
the event the certification set forth above is not completed, the Company will deem the beneficial owner of the Rights evidenced by this
Rights Certificate to be an Acquiring Person or a Related Person thereof (as defined in the Rights Agreement) and, in the case of an
Assignment, will affix a legend to that effect on any Rights Certificates issued in exchange for this Rights Certificate.


 




    	- C-10 -