<SEC-DOCUMENT>0001193125-23-074123.txt : 20230320
<SEC-HEADER>0001193125-23-074123.hdr.sgml : 20230320
<ACCEPTANCE-DATETIME>20230317174858
ACCESSION NUMBER:		0001193125-23-074123
CONFORMED SUBMISSION TYPE:	8-A12B
PUBLIC DOCUMENT COUNT:		3
FILED AS OF DATE:		20230320
DATE AS OF CHANGE:		20230317

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			WisdomTree, Inc.
		CENTRAL INDEX KEY:			0000880631
		STANDARD INDUSTRIAL CLASSIFICATION:	SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211]
		IRS NUMBER:				133487784
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-A12B
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-10932
		FILM NUMBER:		23744095

	BUSINESS ADDRESS:	
		STREET 1:		250 WEST 34TH STREET
		STREET 2:		3RD FLOOR
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10119
		BUSINESS PHONE:		212-801-2080

	MAIL ADDRESS:	
		STREET 1:		250 WEST 34TH STREET
		STREET 2:		3RD FLOOR
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10119

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	WisdomTree Investments, Inc.
		DATE OF NAME CHANGE:	20090401

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	INDEX DEVELOPMENT PARTNERS INC
		DATE OF NAME CHANGE:	20020812

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	FINANCIAL DATA SYSTEMS
		DATE OF NAME CHANGE:	19951120
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-A12B
<SEQUENCE>1
<FILENAME>d469501d8a12b.htm
<DESCRIPTION>8-A12B
<TEXT>
<HTML><HEAD>
<TITLE>8-A12B</TITLE>
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<Center><DIV STYLE="width:8.5in" align="left">
 <P STYLE="line-height:1.0pt;margin-top:0pt;margin-bottom:0pt;border-bottom:1px solid #000000">&nbsp;</P>
<P STYLE="line-height:3.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P> <P STYLE="margin-top:4pt; margin-bottom:0pt; font-size:18pt; font-family:Times New Roman" ALIGN="center"><B>UNITED STATES </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:18pt; font-family:Times New Roman" ALIGN="center"><B>SECURITIES AND EXCHANGE COMMISSION </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>Washington, D.C. 20549 </B></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><center>
<P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1.00pt solid #000000;width:21%">&nbsp;</P></center> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:18pt; font-family:Times New Roman" ALIGN="center"><B>FORM <FONT
STYLE="white-space:nowrap">8-A</FONT> </B></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><center>
<P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1.00pt solid #000000;width:21%">&nbsp;</P></center> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>FOR
REGISTRATION OF CERTAIN CLASSES OF SECURITIES </B></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>PURSUANT TO SECTION 12(b) OR 12(g) OF </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>THE SECURITIES EXCHANGE ACT OF 1934 </B></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><center>
<P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1.00pt solid #000000;width:21%">&nbsp;</P></center> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:24pt; font-family:Times New Roman" ALIGN="center"><B>WisdomTree,
Inc. </B></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>(Exact name of registrant as specified in its charter) </B></P>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><center> <P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1.00pt solid #000000;width:21%">&nbsp;</P></center>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" ALIGN="center">


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<TD VALIGN="top" ALIGN="center"><B>Delaware</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" ALIGN="center"><B><FONT STYLE="white-space:nowrap">13-3487784</FONT></B></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:8pt">
<TD VALIGN="bottom" ALIGN="center"><B>(State of incorporation or organization)</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center"><B>(I.R.S. Employer Identification No.)</B></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" ALIGN="center"><B>250 West 34<SUP STYLE="font-size:75%; vertical-align:top">th</SUP> Street, 3rd Floor</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
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<TD VALIGN="top" ALIGN="center"><B>New York, NY</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" ALIGN="center"><B>10119</B></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:8pt">
<TD VALIGN="top" ALIGN="center"><B>(Address of principal executive offices)</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" ALIGN="center"><B>(Zip Code)</B></TD></TR>
</TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Securities to be registered pursuant to Section&nbsp;12(b) of the Act: </B></P>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:8pt" ALIGN="center">


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<TD WIDTH="50%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="48%"></TD></TR>
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<TD VALIGN="bottom" NOWRAP ALIGN="center"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>Title of each class</B></P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1.00pt solid #000000; display:table-cell; font-size:8pt; font-family:Times New Roman; " ALIGN="center"><B>to be so registered</B></P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" NOWRAP ALIGN="center"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>Name of each exchange on which</B></P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1.00pt solid #000000; display:table-cell; font-size:8pt; font-family:Times New Roman; " ALIGN="center"><B>each class is to be registered</B></P></TD></TR>


<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" ALIGN="center"><B>Preferred Stock Purchase Rights</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" ALIGN="center"><B>The New York Stock Exchange</B></TD></TR>
</TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><center> <P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1.00pt solid #000000;width:21%">&nbsp;</P></center>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">If this form relates to the registration of a class of securities pursuant to Section&nbsp;12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box.&nbsp;&nbsp;&#9746; </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">If this form relates to the registration of a class of securities pursuant to
Section&nbsp;12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box.&nbsp;&nbsp;&#9744; </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">If this form
relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box.&nbsp;&nbsp;&#9744; </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Securities Act registration statement file number to which this form relates: </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Not applicable. </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Securities to be registered pursuant to Section&nbsp;12(g) of the Act: </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>None. </B></P> <P STYLE="font-size:10pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<P STYLE="line-height:1.0pt;margin-top:0pt;margin-bottom:0pt;border-bottom:1px solid #000000">&nbsp;</P> <P STYLE="line-height:3.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P>
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<TD WIDTH="10%" VALIGN="top" ALIGN="left"><B>Item&nbsp;1.</B></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left"><B>Description of Registrant&#146;s Securities to be Registered. </B></P></TD></TR></TABLE>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">On March 17, 2023, the Board of Directors of WisdomTree, Inc. (the &#147;Company&#148;) adopted a stockholder rights plan, as set forth in the
Stockholder Rights Agreement, dated March 17, 2023, between the Company and Continental Stock Transfer&nbsp;&amp; Trust Company, as Rights Agent (the &#147;Rights Agreement&#148;). The following description of the terms of the Rights Agreement does
not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is attached hereto as Exhibit 4.1 and is incorporated herein by reference. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Rights Dividend </B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Pursuant to the terms of
the Rights Agreement, the Board of Directors declared a dividend distribution of (i)&nbsp;one Right (as defined below) for each outstanding share of common stock, par value $0.01 per share, of the Company (the &#147;Common Stock&#148;) and (ii)
1,000 Rights for each outstanding share of Series A Non-Voting Convertible Preferred Stock, par value $0.01 per share, of the Company (the &#147;Series A Preferred Stock&#148;), to stockholders of record as of the close of business on March 28, 2023
(the &#147;Record Date&#148;). In addition, one Right will automatically attach to each share of Common Stock and 1,000 Rights will automatically attach to each share of Series A Preferred Stock, in each case, issued between the Record Date and the
earlier of the Distribution Date (as defined below) and the expiration date of the Rights. Each &#147;Right&#148; entitles the registered holder thereof to purchase from the Company a unit consisting of one
<FONT STYLE="white-space:nowrap">ten-thousandth</FONT> of a share (a &#147;Unit&#148;) of Series B Junior Participating Cumulative Preferred Stock, par value $0.01 per share, of the Company (the &#147;Preferred Stock&#148;) at a cash exercise price
of $32.00 per Unit (the &#147;Exercise Price&#148;), subject to adjustment, under certain conditions specified in the Rights Agreement and summarized below. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Distribution Date </B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Initially, the Rights
are not exercisable and are attached to and trade with all shares of Common Stock and Series A Preferred Stock outstanding as of, and issued subsequent to, the Record Date. The Rights will separate from the Common Stock and Series A Preferred Stock
and will become exercisable upon the earlier of (i)&nbsp;the close of business on the tenth calendar day following the first public announcement that a person or group of affiliated or associated persons (an &#147;Acquiring Person&#148;) has
acquired beneficial ownership of 10% (or 20% in the case of a person or group which, together with all affiliates and associates of such person or group, is the beneficial owner of shares of Common Stock of the Company representing less than 20% of
the shares of Common Stock of the Company then outstanding, and which is entitled to file, and files, a statement on Schedule 13G pursuant to Rule <FONT STYLE="white-space:nowrap">13d-1(b)</FONT> or Rule
<FONT STYLE="white-space:nowrap">13d-1(c)</FONT> of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended, as in effect at the time of the first public announcement of the declaration of the Rights dividend with
respect to the shares of Common Stock beneficially owned by such person or group) or more of the outstanding shares of Common Stock, other than as a result of repurchases of stock by the Company or certain inadvertent actions by a stockholder (the
date of such announcement being referred to as the &#147;Stock Acquisition Date&#148;), or (ii)&nbsp;the close of business on the tenth business day (or such later day as the Board of Directors may determine) following the commencement of a tender
offer or exchange offer that could result upon its consummation in a person or group becoming an Acquiring Person (the earlier of such dates being herein referred to as the &#147;Distribution Date&#148;). A person or group who beneficially owned 10%
or more (or 20% or more in the case of passive stockholders) of the Company&#146;s outstanding Common Stock prior to the first public announcement by the Company of the adoption of the Rights Agreement will not trigger the Rights Agreement so long
as they do not acquire beneficial ownership of any additional shares of Common Stock at a time when they still beneficially own 10% or more (or 20% or more in the case of passive stockholders) of such Common Stock, subject to certain exceptions as
set forth in the Rights Agreement. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">For purposes of the Rights Agreement, beneficial ownership is defined to include ownership of
securities that are subject to a derivative transaction and acquired derivative securities. Swaps dealers unassociated with any control intent or intent to evade the purposes of the Rights Agreement are excepted from such imputed beneficial
ownership. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Until the Distribution Date (or earlier redemption, exchange or expiration of the Rights), (i) the Rights will be evidenced by
the Common Stock or Series A Preferred Stock certificates (or, with respect to any uncertificated shares of Common Stock or Series A Preferred Stock registered in book entry form (&#147;Book Entry Shares&#148;), by notation in book entry) and will
be transferred with and only with such shares of Common Stock or Series A Preferred Stock, (ii)&nbsp;new Common Stock or Series A Preferred Stock certificates or Book Entry Shares issued after the Record Date will contain a notation incorporating
the Rights Agreement by reference, and (iii)&nbsp;the surrender for transfer of any certificates for Common Stock or Series A Preferred Stock or Book Entry Shares will also constitute the transfer of the Rights associated with the Common Stock or
Series A Preferred Stock represented thereby. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">As soon as practicable after the Distribution Date, one or more certificates evidencing
Rights (the &#147;Right Certificates&#148;) will be mailed to holders of record of Common Stock and Series A Preferred Stock as of the close of business on the Distribution Date and, thereafter, the separate Right Certificates alone will represent
the Rights. Except as otherwise determined by the Board of Directors, only shares of Common Stock or Series A Preferred Stock issued prior to the Distribution Date will be issued with Rights. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Subscription and Merger Rights </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">In the event that a Stock Acquisition Date occurs, proper provision will be made so that each holder of a Right (other than an Acquiring Person
or its associates or affiliates, whose Rights shall become null and void) will thereafter have the right to receive upon exercise, in lieu of a number of shares of Preferred Stock, that number of shares of Common Stock of the Company (or, in certain
circumstances, including if there are insufficient shares of Common Stock to permit the exercise in full of the Rights, Units of Preferred Stock, other securities, cash or property, or any combination of the foregoing) having a market value of two
times the Exercise Price of the Right (such right being referred to as the &#147;Subscription Right&#148;). In the event that, at any time following the Stock Acquisition Date, (i)&nbsp;the Company consolidates with, or merges with and into, any
other person, and the Company is not the continuing or surviving corporation, (ii)&nbsp;any person consolidates with the Company, or merges with and into the Company and the Company is the continuing or surviving corporation of such merger and, in
connection with such merger, all or part of the shares of Common Stock are changed into or exchanged for stock or other securities of any other person or cash or any other property, or (iii) 50% or more of the Company&#146;s assets or earning power
is sold, mortgaged or otherwise transferred, each holder of a Right (other than an Acquiring Person or its associates or affiliates, whose Rights shall become null and void) will thereafter have the right to receive, upon exercise, common stock of
the acquiring company having a market value equal to two times the Exercise Price of the Right (such right being referred to as the &#147;Merger Right&#148;). The holder of a Right will continue to have the Merger Right whether or not such holder
has exercised the Subscription Right. Rights that are or were beneficially owned by an Acquiring Person may (under certain circumstances specified in the Rights Agreement) become null and void. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Until a Right is exercised, the holder will have no rights as a stockholder of the Company (beyond those as an existing stockholder),
including the right to vote or to receive dividends. While the distribution of the Rights will not be taxable to stockholders or to the Company, stockholders may, depending upon the circumstances, recognize taxable income in the event that the
Rights become exercisable for shares of Common Stock, other securities of the Company, other consideration or for common stock of an acquiring company. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Exchange Feature </B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">At any time after a
person becomes an Acquiring Person, the Board of Directors may, at its option, exchange all or any part of the then outstanding and exercisable Rights for shares of Common Stock at an exchange ratio of one share of Common Stock for each Right,
subject to adjustment as specified in the Rights Agreement. Notwithstanding the foregoing, the Board of Directors generally will not be empowered to effect such exchange at any time after any person becomes the beneficial owner of 50% or more of the
Common Stock of the Company. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Adjustments </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Exercise Price payable, and the number of shares of Common Stock or other securities or property issuable, upon exercise of the Rights are
subject to adjustment from time to time to prevent dilution (i)&nbsp;in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Stock, (ii)&nbsp;if holders of the Preferred Stock are granted certain
rights or warrants to subscribe for Preferred Stock or convertible securities at less than the current market price of the Preferred Stock, or (iii)&nbsp;upon the distribution to holders of the Preferred Stock of evidences of indebtedness or assets
(excluding regular quarterly cash dividends) or of subscription rights or warrants (other than those referred to above). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">With certain
exceptions, no adjustment in the Exercise Price will be required until cumulative adjustments amount to at least 1% of the Exercise Price. The Company is not obligated to issue fractional shares. If the Company elects not to issue fractional shares,
in lieu thereof an adjustment in cash will be made based on the fair market value of the Preferred Stock on the last trading date prior to the date of exercise. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Redemption </B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Rights may be redeemed in
whole, but not in part, at a price of $0.01 per Right (payable in cash, Common Stock or other consideration deemed appropriate by the Board of Directors) by the Board of Directors only until the earlier of (i)&nbsp;the time at which any person
becomes an Acquiring Person or (ii)&nbsp;the expiration date of the Rights Agreement. Immediately upon the action of the Board of Directors ordering redemption of the Rights, the Rights will terminate and thereafter the only right of the holders of
Rights will be to receive the redemption price. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Amendment </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Rights Agreement may be amended by the Board of Directors in its sole discretion at any time prior to the time at which any person becomes
an Acquiring Person. After such time the Board of Directors may, subject to certain limitations set forth in the Rights Agreement, amend the Rights Agreement only to cure any ambiguity, defect or inconsistency, to shorten or lengthen any time
period, or to make changes that do not adversely affect the interests of Rights holders (excluding the interests of an Acquiring Person or its associates or affiliates). </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Expiration Date </B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Rights are not
exercisable until the Distribution Date and will expire at the close of business on March 16, 2024; provided that if the Company&#146;s stockholders have not ratified the Rights Agreement by the close of business on the first day after the
Company&#146;s 2023 annual meeting of stockholders (including any adjournments or postponements thereof), the Rights will expire at such time, in each case, unless previously redeemed or exchanged by the Company. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Qualifying Offer </B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Rights Agreement
provides the holders of the Common Stock with the ability to exempt an offer to acquire, or engage in another business combination transaction involving, the Company that is deemed a &#147;Qualifying Offer&#148; (as defined in the Rights Agreement)
from the terms of the Rights Agreement. A Qualifying Offer is, in summary, an offer determined by a majority of the independent members of the Board to have specific characteristics that are generally intended to preclude offers that are coercive,
abusive or highly contingent. Among those characteristics are that it be: (i)&nbsp;a fully financed <FONT STYLE="white-space:nowrap">all-cash</FONT> tender offer or an exchange offer offering shares of common stock of the offeror, or a combination
thereof, for any and all of the Common Stock; and (ii)&nbsp;an offer that is otherwise in the best interests of the Company&#146;s stockholders. The Rights Agreement provides additional characteristics necessary for an acquisition offer to be deemed
a &#147;Qualifying Offer,&#148; including if the consideration offered in a proposed transaction is stock of the acquiror. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Pursuant to the
Rights Agreement, if the Company receives a Qualifying Offer and the Board has not redeemed the outstanding Rights or exempted such Qualifying Offer from the terms of the Rights Agreement or called a special meeting of stockholders (the
&#147;Special Meeting&#148;) for the purpose of voting on whether to exempt such Qualifying Offer from the terms of the Rights Agreement, in each case by the end of the 90 business day period following the commencement of such Qualifying Offer,
provided such offer remains a Qualifying Offer during such period, the holders of 10% of the Common Stock may request that the Board call a Special Meeting to vote on a resolution authorizing the exemption of the Qualifying Offer from the terms of
the Rights Agreement. If such a Special Meeting is not held by the 90th business day following the receipt of such a request from stockholders to call a Special Meeting, the Qualifying Offer will be deemed exempt from the terms of the Rights
Agreement on the 10th business day thereafter. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Miscellaneous </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Certificate of Designations establishing the Preferred Stock is attached hereto as Exhibit 3.1. The form of Right Certificate is attached
as Exhibit B to the Rights Agreement (which is included as Exhibit 4.1 to this Form <FONT STYLE="white-space:nowrap">8-A).</FONT> The foregoing description of the Rights does not purport to be complete and is qualified in its entirety by reference
to the Certificate of Designations and Rights Agreement, which are incorporated herein by reference. </P> <P STYLE="font-size:18pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="10%" VALIGN="top" ALIGN="left"><B>Item&nbsp;2.</B></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left"><B>Exhibits. </B></P></TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="4%" VALIGN="top" ALIGN="left">3.1</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left"><A HREF="d469501dex31.htm">Certificate of Designations of Series B Junior Participating Cumulative Preferred Stock
 of WisdomTree, Inc. classifying and designating the Series B Junior Participating Cumulative Preferred Stock </A> </P></TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="4%" VALIGN="top" ALIGN="left">4.1</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left"><A HREF="d469501dex41.htm">Stockholder Rights Agreement, dated as of March 17, 2023, between WisdomTree, Inc. and
 Continental Stock Transfer&nbsp;&amp; Trust Company, as Rights Agent </A> </P></TD></TR></TABLE>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>SIGNATURE </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Pursuant to the requirements of Section&nbsp;12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereto duly authorized. </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" COLSPAN="3">WisdomTree, Inc.</TD></TR>
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<TD VALIGN="top">March&nbsp;17, 2023</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">By:</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:Times New Roman">/s/ Marci Frankenthaler</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
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<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Marci Frankenthaler</TD></TR>
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<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Chief Legal Officer and Secretary</TD></TR>
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<DESCRIPTION>EX-3.1
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<Center><DIV STYLE="width:8.5in" align="left">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Exhibit 3.1 </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>CERTIFICATE OF DESIGNATIONS </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>of </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>SERIES B JUNIOR
PARTICIPATING CUMULATIVE </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>PREFERRED STOCK </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>of </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>WISDOMTREE, INC.
</B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">WISDOMTREE, INC. a corporation organized and existing under the General Corporation Law of the State of Delaware (the
&#147;<U>Corporation</U>&#148;), in accordance with the provisions of Section&nbsp;103 thereof, </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">DOES HEREBY CERTIFY: </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Pursuant to the authority conferred upon the Board of Directors by the Corporation&#146;s Amended and Restated Certificate of Incorporation,
as amended from time to time (the &#147;<U>Certificate of Incorporation</U>&#148;), and Section&nbsp;151(g) of the General Corporation Law of the State of Delaware, on March&nbsp;17, 2023, the Board of Directors adopted the following resolution
determining it desirable and in the best interests of the Corporation and its stockholders for the Corporation to create a series of 40,000 shares of preferred stock designated as &#147;Series B Junior Participating Cumulative Preferred Stock&#148;:
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">RESOLVED, that pursuant to the authority vested in the Board of Directors of this Corporation, in accordance with the provisions of the
Certificate of Incorporation, a series of preferred stock, par value $0.01 per share, of the Corporation be and hereby is created, and that the designation and number of shares thereof and the voting and other powers, preferences and relative,
participating, optional or other rights of the shares of such series and the qualifications, limitations and restrictions thereof are as follows: </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">Series B Junior Participating Cumulative Preferred Stock </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;1. <U>Designation and Amount</U>. There shall be a series of preferred stock that shall be designated as &#147;Series B Junior
Participating Cumulative Preferred Stock&#148; (the &#147;<U>Series B Preferred Stock</U>&#148;), and the number of shares constituting such series shall be 40,000. Such number of shares may be increased or decreased by resolution of the Board of
Directors; <U>provided</U>, <U>however</U>, that no decrease shall reduce the number of shares of Series B Preferred Stock to less than the number of shares then issued and outstanding plus the number of shares issuable upon exercise of outstanding
rights, options or warrants or upon conversion of outstanding securities issued by the Corporation. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;2. <U>Dividends and Distributions</U>. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(A) (i) Subject to the rights of the holders of any shares of any class or series of preferred stock (or any similar stock) ranking prior and
superior to the Series B Preferred Stock with respect to dividends, the holders of shares of Series B Preferred Stock, in preference to the holders of shares of common stock and of any other class or series of stock ranking junior to the Series B
Preferred Stock, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, 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 &#147;<U>Quarterly Dividend Payment Date</U>&#148;), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series B Preferred Stock,
in an amount per share (rounded to the nearest cent) equal to the greater of (a) $1.00 or (b)&nbsp;subject to the provisions for adjustment hereinafter set forth, 10,000 times the aggregate per share amount of all cash dividends, and 10,000 times
the aggregate per share amount (payable in kind) of all <FONT STYLE="white-space:nowrap">non-cash</FONT> 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 B Preferred Stock. The multiple of cash and <FONT STYLE="white-space:nowrap">non-cash</FONT> dividends declared on the common stock to which holders of the Series B Preferred Stock are entitled, which shall be 10,000 initially
but which shall be adjusted from time to time as hereinafter provided, is hereinafter referred to as the &#147;<U>Dividend Multiple</U>.&#148; In the event the Corporation shall at any time after March&nbsp;17, 2023 (the &#147;<U>Rights Declaration
Date</U>&#148;) (i) declare or pay any dividend on common stock payable in shares of common stock, or (ii)&nbsp;effect a subdivision or combination or consolidation of the outstanding shares of common stock (by reclassification or otherwise than by
payment of a dividend in shares of common stock) into a greater or lesser number of shares of common stock, then in each such case the Dividend Multiple thereafter applicable to the determination of the amount of dividends which holders of shares of
Series B Preferred Stock shall be entitled to receive shall be the Dividend Multiple applicable immediately prior to such event multiplied by a fraction, the numerator of which is the number of shares of common stock outstanding immediately after
such event and the denominator of which is the number of shares of common stock that were outstanding immediately prior to such event. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ii) Notwithstanding anything else contained in this paragraph (A), the Corporation shall, out of funds legally available for that purpose,
declare a dividend or distribution on the Series B Preferred Stock as provided in this paragraph (A)&nbsp;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<B>
</B>per share on the Series B Preferred Stock shall nevertheless be payable on such subsequent Quarterly Dividend Payment Date. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(B) Dividends shall begin to accrue and be cumulative on outstanding shares of Series B
Preferred Stock from the Quarterly Dividend Payment Date next preceding the date of issue of such shares of Series B Preferred Stock, unless the date of issue of such shares is prior to the record date for the first Quarterly Dividend Payment Date,
in which case dividends on such shares shall begin to accrue from the date of issue of such shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a date after the record date for the determination of holders of shares of
Series B 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 B 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 <FONT
STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">share-by-share</FONT></FONT> basis among all such shares at the time outstanding. The Board of Directors may fix in accordance with applicable law a record date for the determination of
holders of shares of Series B Preferred Stock entitled to receive payment of a dividend or distribution declared thereon, which record date shall be not more than such number of days prior to the date fixed for the payment thereof as may be allowed
by applicable law. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;3. <U>Voting Rights</U>. In addition to any other voting rights required by law, the holders of shares of
Series B Preferred Stock shall have the following voting rights: </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(A) Subject to the provision for adjustment hereinafter set forth, each
share of Series B Preferred Stock shall entitle the holder thereof to 10,000 votes on all matters submitted to a vote of the stockholders of the Corporation. The number of votes which a holder of a share of Series B Preferred Stock is entitled to
cast, which shall initially be 10,000 but which may be adjusted from time to time as hereinafter provided, is hereinafter referred to as the &#147;<U>Vote Multiple</U>.&#148; In the event the Corporation shall at any time after the Rights
Declaration Date (i)&nbsp;declare or pay any dividend on common stock payable in shares of common stock, or (ii)&nbsp;effect a subdivision or combination or consolidation of the outstanding shares of common stock (by reclassification or otherwise
than by payment of a dividend in shares of common stock) into a greater or lesser number of shares of common stock, then in each such case the Vote Multiple thereafter applicable to the determination of the number of votes per share to which holders
of shares of Series B Preferred Stock shall be entitled shall be the Vote Multiple immediately prior to such event multiplied by a fraction, the numerator of which is the number of shares of common stock outstanding immediately after such event and
the denominator of which is the number of shares of common stock that were outstanding immediately prior to such event. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(B) Except as
otherwise provided herein or by law, the holders of shares of Series B Preferred Stock and the holders of shares of common stock and the holders of shares of any other capital stock of this Corporation having general voting rights, shall vote
together as one class on all matters submitted to a vote of stockholders of the Corporation. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(C) (i) Whenever, at any time or times,
dividends payable on any shares of Series B Preferred Stock shall be in arrears in an amount equal to at least six full quarterly dividends (whether or not declared and whether or not consecutive), the holders of record of the outstanding shares of
Series B Preferred Stock shall have the exclusive right, voting separately as a single class, to elect two directors of the Corporation at a special meeting of stockholders of the Corporation or at the Corporation&#146;s next annual meeting of
stockholders, and at each subsequent annual meeting of stockholders, as provided below. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ii) Upon the vesting of such right of the holders of shares of Series B Preferred Stock,
the maximum authorized number of members of the Board of Directors shall automatically be increased by two and the two vacancies so created shall be filled by vote of the holders of the outstanding shares of Series B Preferred Stock as hereinafter
set forth. A special meeting of the stockholders of the Corporation then entitled to vote shall be called by the Chair of the Board of Directors or the President of the Corporation, if requested in writing by the holders of record of not less than
5% of the shares of Series B Preferred Stock then outstanding. At such special meeting, or, if no such special meeting shall have been called, then at the next annual meeting of stockholders of the Corporation, the holders of the shares of Series B
Preferred Stock shall elect, voting as above provided, two directors of the Corporation to fill the aforesaid vacancies created by the automatic increase in the number of members of the Board of Directors. At any and all such meetings for such
election, the holders of a majority of the outstanding shares of Series B Preferred Stock shall be necessary to constitute a quorum for such election, whether present in person or proxy, and such two directors shall be elected by the vote of at
least a majority of the shares of Series B Preferred Stock held by such stockholders present or represented at the meeting, the holders of Series B Preferred Stock being entitled to cast a number of votes per share of Series B Preferred Stock as is
specified in paragraph (A)&nbsp;of this Section&nbsp;3. Each such additional director shall not be a member of a class of the Board of Directors of the Corporation (if any), but shall serve until the next annual meeting of stockholders for the
election of directors, or until his or her successor shall be elected and shall qualify, or until his or her right to hold such office terminates pursuant to the provisions of this Section&nbsp;3(C). Any director elected by holders of shares of
Series B Preferred Stock pursuant to this Section&nbsp;3(C) may be removed at any annual or special meeting, by vote of a majority of the stockholders voting as a class who elected such director, with or without cause. In case any vacancy shall
occur among the directors elected by the holders of shares of Series B Preferred Stock pursuant to this Section&nbsp;3(C), such vacancy may be filled by the remaining director so elected, or his or her successor then in office, and the director so
elected to fill such vacancy shall serve until the next meeting of stockholders for the election of directors. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(iii) The right of the
holders of shares of Series B Preferred Stock, voting separately as a class, to elect two members of the Board of Directors of the Corporation as aforesaid shall continue until, and only until, such time as all arrears in dividends (whether or not
declared) on the Series B Preferred Stock shall have been paid or declared and set apart for payment, at which time such right shall terminate, except as herein or by law expressly provided subject to revesting in the event of each and every
subsequent default of the character above-mentioned. Upon any termination of the right of the holders of the Series B Preferred Stock as a class to vote for directors as herein provided, the term of office of all directors then in office elected by
the holders of shares of Series B Preferred Stock pursuant to this Section&nbsp;3(C) shall terminate immediately. Whenever the term of office of the directors elected by the holders of shares of Series B Preferred Stock pursuant to this
Section&nbsp;3(C) shall terminate and the special voting powers vested in the holders of the Series B Preferred Stock pursuant to this Section&nbsp;3(C) shall have expired, the maximum number of members of the Board of Directors of the Corporation
shall be such number as may be provided for in the By-Laws of the Corporation, irrespective of any increase made pursuant to the provisions of this Section&nbsp;3(C). The voting rights granted by this Section&nbsp;3(C) shall be in addition to any
other voting rights granted to the holders of the Series B Preferred Stock in this Section&nbsp;3. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(D) Except as otherwise required by applicable law or as set forth herein, holders of Series
B 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. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;4. <U>Certain Restrictions</U>. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(A) Whenever dividends or distributions payable on the Series B Preferred Stock as provided in Section&nbsp;2 are in arrears, thereafter and
until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Series B Preferred Stock outstanding shall have been paid in full, the Corporation shall not: </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) declare or pay dividends on, make any other distributions on, or redeem or purchase or otherwise acquire for consideration any shares of
stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series B Preferred Stock; </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ii) declare
or pay dividends on or make any other distributions on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series B Preferred Stock, except dividends paid ratably on the Series B
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; </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(iii) except as permitted in subsection 4(A)(iv) below, redeem, purchase or otherwise acquire for consideration shares of any stock ranking on
a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series B Preferred Stock, provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such parity stock in exchange for
shares of any stock of the Corporation ranking junior (either as to dividends or upon dissolution, liquidation or winding up) to the Series B Preferred Stock; or </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(iv) purchase or otherwise acquire for consideration any shares of Series B Preferred Stock, or any shares of any stock ranking on a parity
(either as to dividends or upon liquidation, dissolution or winding up) with the Series B Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such
shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and
equitable treatment among the respective series or classes. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(B) The Corporation shall not permit any subsidiary of the Corporation to
purchase or otherwise acquire for consideration any shares of stock of the Corporation unless the Corporation could, under subsection (A)&nbsp;of this Section&nbsp;4, purchase or otherwise acquire such shares at such time and in such manner. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;5. <U>Reacquired Shares</U>. Any shares of Series B Preferred Stock purchased or otherwise acquired by the Corporation in any
manner whatsoever shall be retired promptly after the acquisition thereof. All such shares shall upon their retirement become authorized but unissued shares of preferred stock and may be reissued as part of a new series of preferred stock to be
created by resolution or resolutions of the Board of Directors, subject to the conditions and restrictions on issuance set forth herein. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;6. <U>Liquidation, Dissolution or Winding Up</U>. Upon any liquidation,
dissolution or winding up of the Corporation (voluntary or otherwise), no distribution shall be made (x)&nbsp;to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series B
Preferred Stock unless, prior thereto, the holders of shares of Series B Preferred Stock shall have received an amount (the &#147;<U>Series B Liquidation Preference</U>&#148;) equal to accrued and unpaid dividends and distributions thereon, whether
or not declared, to the date of such payment, plus an amount equal to the greater of (1) $10,000.00<B> </B>per share or (2)&nbsp;an aggregate amount per share, subject to the provision for adjustment hereinafter set forth, equal to 10,000 times the
aggregate amount of all cash or other property to be distributed per share to holders of common stock upon such liquidation, dissolution or winding up of the Corporation, or (y)&nbsp;to the holders of stock ranking on a parity (either as to
dividends or upon liquidation, dissolution or winding up) with the Series B Preferred Stock, except distributions made ratably on the Series B Preferred Stock and all other such parity stock in proportion to the total amounts to which the holders of
all such shares are entitled upon such liquidation, dissolution or winding up. In the event the Corporation shall at any time after the Rights Declaration Date (i)&nbsp;declare or pay any dividend on common stock payable in shares of common stock,
or (ii)&nbsp;effect a subdivision or combination or consolidation of the outstanding shares of common stock (by reclassification or otherwise than by payment of a dividend in shares of common stock) into a greater or lesser number of shares of
common stock, then in each such case the aggregate amount per share to which holders of shares of Series B Preferred Stock were entitled immediately prior to such event under clause (x)&nbsp;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. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">In the event, however, that there are not sufficient assets available to permit payment in full of the Series B Liquidation
Preference and the liquidation preferences of all other classes and series of stock of the Corporation, if any, that rank on a parity with the Series B Preferred Stock in respect thereof, then the assets available for such distribution shall be
distributed ratably to the holders of the Series B Preferred Stock and the holders of such parity shares in proportion to their respective liquidation preferences. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Neither the consolidation of nor merging of the Corporation with or into any other corporation or corporations, nor the sale or other transfer
of all or substantially all of the assets of the Corporation, shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section&nbsp;6. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;7. <U>Consolidation, Merger, etc</U>. In case the Corporation shall enter into any consolidation, merger, combination or other
transaction in which the outstanding 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 B Preferred Stock shall at the same time be similarly
exchanged or changed in an amount per share (subject to the provision for adjustment hereinafter set forth) equal to 10,000 times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into
which or for which each share of common stock is changed or exchanged, plus accrued and unpaid dividends, if any, payable with respect to the Series B Preferred Stock. In the event the Corporation shall at any time after the Rights Declaration Date
(i)&nbsp;declare or pay any dividend on common stock payable in shares of common stock, or (ii)&nbsp;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 B 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. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;8. <U>Redemption</U>. The shares of Series B Preferred Stock shall not be
redeemable; <U>provided</U>, <U>however</U>, that the foregoing shall not limit the ability of the Corporation to purchase or otherwise deal in such shares to the extent otherwise permitted hereby and by law. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;9. <U>Ranking</U>. Unless otherwise expressly provided in the Certificate of Incorporation or a Certificate of Designations
relating to any other series of preferred stock of the Corporation, the Series B Preferred Stock shall rank junior to every other series of the Corporation&#146;s preferred stock previously or hereafter authorized, as to the payment of dividends and
the distribution of assets on liquidation, dissolution or winding up and shall rank senior to the common stock. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;10.
<U>Fractional Shares</U>. Series B Preferred Stock may be issued in whole shares or in any fraction of a share that is one <FONT STYLE="white-space:nowrap">ten-thousandth</FONT> (1/10,000th) of a share or any integral multiple of such fraction,
which shall entitle the holder, in proportion to such holder&#146;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 B Preferred Stock. In
lieu of fractional shares, the Corporation may elect to make a cash payment as provided in the Stockholder Rights Agreement dated as of March&nbsp;17, 2023, between the Corporation and Continental Stock Transfer&nbsp;&amp; Trust Company, as Rights
Agent, for fractions of a share other than one <FONT STYLE="white-space:nowrap">ten-thousandth</FONT> (1/10,000th) of a share or any integral multiple thereof. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;11. <U>Amendment</U>. At any time any shares of Series B Preferred Stock are outstanding, the Certificate of Incorporation and
the foregoing Sections 1 through 10, inclusive, and this Section&nbsp;11 of the Certificate of Designations shall not be amended in any manner, including by merger, consolidation or otherwise, which would materially alter or change the powers,
preferences or special rights of the Series B Preferred Stock so as to affect them adversely without the affirmative vote of the holders of <FONT STYLE="white-space:nowrap">two-thirds</FONT> or more of the outstanding shares of Series B Preferred
Stock, voting separately as a class. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">IN WITNESS WHEREOF, the undersigned have signed and attested this Certificate of Designations on this 17<SUP
STYLE="font-size:75%; vertical-align:top">th</SUP> day of March 2023. </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><DIV ALIGN="right">
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="40%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt">


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<TD WIDTH="12%"></TD>

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<TD WIDTH="87%"></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="bottom" COLSPAN="3">WISDOMTREE, INC.</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="bottom">By:</TD>
<TD VALIGN="bottom" STYLE=" BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">/s/ Jonathan Steinberg</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="bottom">Name:</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">Jonathan Steinberg</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="bottom">Title:</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Chief Executive Officer</P></TD></TR>
</TABLE></DIV> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD WIDTH="86%"></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Attest:</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">By:</P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">/s/ Marci Frankenthaler</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Name:</P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Marci Frankenthaler</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Title:</P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Chief Legal Officer and Secretary</P></TD></TR>
</TABLE>
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<TYPE>EX-4.1
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<FILENAME>d469501dex41.htm
<DESCRIPTION>EX-4.1
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<Center><DIV STYLE="width:8.5in" align="left">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Exhibit 4.1 </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>W<SMALL>ISDOM</SMALL>T<SMALL>REE</SMALL>, I<SMALL>NC</SMALL>. </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><SMALL>AND</SMALL> </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>C<SMALL>ONTINENTAL</SMALL> S<SMALL>TOCK</SMALL> T<SMALL>RANSFER</SMALL>&nbsp;&amp; T<SMALL>RUST</SMALL> C<SMALL>OMPANY</SMALL> </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><SMALL>AS</SMALL> R<SMALL>IGHTS</SMALL> A<SMALL>GENT</SMALL> </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>S<SMALL>TOCKHOLDER</SMALL> R<SMALL>IGHTS</SMALL> A<SMALL>GREEMENT</SMALL> </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>D<SMALL>ATED</SMALL> <SMALL>AS</SMALL> <SMALL>OF</SMALL> M<SMALL>ARCH</SMALL>&nbsp;17, 2023 </B></P>
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<Center><DIV STYLE="width:8.5in" align="left">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><U>Table of Contents </U></B></P>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" ALIGN="center">


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<TD VALIGN="bottom" WIDTH="2%"></TD>
<TD></TD>
<TD></TD>
<TD></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:8pt">
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" COLSPAN="2" ALIGN="center" STYLE="border-bottom:1.00pt solid #000000"><B>Page</B></TD>
<TD VALIGN="bottom">&nbsp;</TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman"><B>Section&nbsp;1. Certain Definitions</B></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD NOWRAP VALIGN="bottom"><B>&nbsp;</B></TD>
<TD NOWRAP VALIGN="bottom" ALIGN="right"><B>1</B></TD>
<TD NOWRAP VALIGN="bottom"><B>&nbsp;</B></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="4"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman"><B>Section&nbsp;2. Appointment of Rights Agent</B></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD NOWRAP VALIGN="bottom"><B>&nbsp;</B></TD>
<TD NOWRAP VALIGN="bottom" ALIGN="right"><B>12</B></TD>
<TD NOWRAP VALIGN="bottom"><B>&nbsp;</B></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="4"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman"><B>Section&nbsp;3. Issue of Right Certificates</B></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD NOWRAP VALIGN="bottom"><B>&nbsp;</B></TD>
<TD NOWRAP VALIGN="bottom" ALIGN="right"><B>12</B></TD>
<TD NOWRAP VALIGN="bottom"><B>&nbsp;</B></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="4"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman"><B>Section&nbsp;4. Form of Right Certificates</B></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD NOWRAP VALIGN="bottom"><B>&nbsp;</B></TD>
<TD NOWRAP VALIGN="bottom" ALIGN="right"><B>15</B></TD>
<TD NOWRAP VALIGN="bottom"><B>&nbsp;</B></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="4"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman"><B>Section&nbsp;5. Countersignature and Registration</B></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD NOWRAP VALIGN="bottom"><B>&nbsp;</B></TD>
<TD NOWRAP VALIGN="bottom" ALIGN="right"><B>16</B></TD>
<TD NOWRAP VALIGN="bottom"><B>&nbsp;</B></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="4"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman"><B>Section&nbsp;6. Transfer, Split Up, Combination and Exchange of Right Certificates; Mutilated,
Destroyed, Lost or Stolen Right Certificates</B></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD NOWRAP VALIGN="bottom"><B>&nbsp;</B></TD>
<TD NOWRAP VALIGN="bottom" ALIGN="right"><B>16</B></TD>
<TD NOWRAP VALIGN="bottom"><B>&nbsp;</B></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="4"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman"><B>Section&nbsp;7. Exercise of Rights; Exercise Price; Expiration Date of Rights</B></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD NOWRAP VALIGN="bottom"><B>&nbsp;</B></TD>
<TD NOWRAP VALIGN="bottom" ALIGN="right"><B>17</B></TD>
<TD NOWRAP VALIGN="bottom"><B>&nbsp;</B></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="4"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman"><B>Section&nbsp;8. Cancellation and Destruction of Right Certificates</B></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD NOWRAP VALIGN="bottom"><B>&nbsp;</B></TD>
<TD NOWRAP VALIGN="bottom" ALIGN="right"><B>19</B></TD>
<TD NOWRAP VALIGN="bottom"><B>&nbsp;</B></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="4"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman"><B>Section&nbsp;9. Reservation and Availability of Preferred Stock</B></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD NOWRAP VALIGN="bottom"><B>&nbsp;</B></TD>
<TD NOWRAP VALIGN="bottom" ALIGN="right"><B>20</B></TD>
<TD NOWRAP VALIGN="bottom"><B>&nbsp;</B></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="4"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman"><B>Section&nbsp;10. Preferred Stock Record Date</B></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD NOWRAP VALIGN="bottom"><B>&nbsp;</B></TD>
<TD NOWRAP VALIGN="bottom" ALIGN="right"><B>21</B></TD>
<TD NOWRAP VALIGN="bottom"><B>&nbsp;</B></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="4"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman"><B>Section&nbsp;11. Adjustment of Exercise Price, Number and Kind of Shares or Number of
Rights</B></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD NOWRAP VALIGN="bottom"><B>&nbsp;</B></TD>
<TD NOWRAP VALIGN="bottom" ALIGN="right"><B>21</B></TD>
<TD NOWRAP VALIGN="bottom"><B>&nbsp;</B></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="4"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman"><B>Section&nbsp;12. Certificate of Adjusted Exercise Price or Number of Shares</B></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD NOWRAP VALIGN="bottom"><B>&nbsp;</B></TD>
<TD NOWRAP VALIGN="bottom" ALIGN="right"><B>29</B></TD>
<TD NOWRAP VALIGN="bottom"><B>&nbsp;</B></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="4"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman"><B>Section&nbsp;13. Consolidation, Merger or Sale or Transfer of Assets or Earning
Power</B></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD NOWRAP VALIGN="bottom"><B>&nbsp;</B></TD>
<TD NOWRAP VALIGN="bottom" ALIGN="right"><B>30</B></TD>
<TD NOWRAP VALIGN="bottom"><B>&nbsp;</B></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="4"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman"><B>Section&nbsp;14. Fractional Rights and Fractional Shares</B></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD NOWRAP VALIGN="bottom"><B>&nbsp;</B></TD>
<TD NOWRAP VALIGN="bottom" ALIGN="right"><B>32</B></TD>
<TD NOWRAP VALIGN="bottom"><B>&nbsp;</B></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="4"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman"><B>Section&nbsp;15. Rights of Action</B></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD NOWRAP VALIGN="bottom"><B>&nbsp;</B></TD>
<TD NOWRAP VALIGN="bottom" ALIGN="right"><B>33</B></TD>
<TD NOWRAP VALIGN="bottom"><B>&nbsp;</B></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="4"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman"><B>Section&nbsp;16. Agreement of Right Holders</B></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD NOWRAP VALIGN="bottom"><B>&nbsp;</B></TD>
<TD NOWRAP VALIGN="bottom" ALIGN="right"><B>33</B></TD>
<TD NOWRAP VALIGN="bottom"><B>&nbsp;</B></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="4"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman"><B>Section&nbsp;17. Right Certificate Holder Not Deemed a Stockholder</B></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD NOWRAP VALIGN="bottom"><B>&nbsp;</B></TD>
<TD NOWRAP VALIGN="bottom" ALIGN="right"><B>34</B></TD>
<TD NOWRAP VALIGN="bottom"><B>&nbsp;</B></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="4"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman"><B>Section&nbsp;18. Concerning the Rights Agent</B></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD NOWRAP VALIGN="bottom"><B>&nbsp;</B></TD>
<TD NOWRAP VALIGN="bottom" ALIGN="right"><B>34</B></TD>
<TD NOWRAP VALIGN="bottom"><B>&nbsp;</B></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="4"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman"><B>Section&nbsp;19. Merger or Consolidation or Change of Name of Rights Agent</B></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD NOWRAP VALIGN="bottom"><B>&nbsp;</B></TD>
<TD NOWRAP VALIGN="bottom" ALIGN="right"><B>35</B></TD>
<TD NOWRAP VALIGN="bottom"><B>&nbsp;</B></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="4"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman"><B>Section&nbsp;20. Duties of Rights Agent</B></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD NOWRAP VALIGN="bottom"><B>&nbsp;</B></TD>
<TD NOWRAP VALIGN="bottom" ALIGN="right"><B>36</B></TD>
<TD NOWRAP VALIGN="bottom"><B>&nbsp;</B></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="4"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman"><B>Section&nbsp;21. Change of Rights Agent</B></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD NOWRAP VALIGN="bottom"><B>&nbsp;</B></TD>
<TD NOWRAP VALIGN="bottom" ALIGN="right"><B>38</B></TD>
<TD NOWRAP VALIGN="bottom"><B>&nbsp;</B></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="4"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman"><B>Section&nbsp;22. Issuance of New Right Certificates</B></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD NOWRAP VALIGN="bottom"><B>&nbsp;</B></TD>
<TD NOWRAP VALIGN="bottom" ALIGN="right"><B>39</B></TD>
<TD NOWRAP VALIGN="bottom"><B>&nbsp;</B></TD></TR>
</TABLE>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">i </P>

</DIV></Center>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">


<Center><DIV STYLE="width:8.5in" align="left">

<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" ALIGN="center">


<TR>

<TD WIDTH="97%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD></TD>
<TD></TD>
<TD></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman"><B>Section&nbsp;23. Redemption; Exemption of a Qualifying Offer</B></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD NOWRAP VALIGN="bottom"><B>&nbsp;</B></TD>
<TD NOWRAP VALIGN="bottom" ALIGN="right"><B>39</B></TD>
<TD NOWRAP VALIGN="bottom"><B>&nbsp;</B></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="4"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman"><B>Section&nbsp;24. Exchange</B></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD NOWRAP VALIGN="bottom"><B>&nbsp;</B></TD>
<TD NOWRAP VALIGN="bottom" ALIGN="right"><B>42</B></TD>
<TD NOWRAP VALIGN="bottom"><B>&nbsp;</B></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="4"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman"><B>Section&nbsp;25. Notice of Certain Events</B></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD NOWRAP VALIGN="bottom"><B>&nbsp;</B></TD>
<TD NOWRAP VALIGN="bottom" ALIGN="right"><B>44</B></TD>
<TD NOWRAP VALIGN="bottom"><B>&nbsp;</B></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="4"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman"><B>Section&nbsp;26. Notices</B></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD NOWRAP VALIGN="bottom"><B>&nbsp;</B></TD>
<TD NOWRAP VALIGN="bottom" ALIGN="right"><B>45</B></TD>
<TD NOWRAP VALIGN="bottom"><B>&nbsp;</B></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="4"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman"><B>Section&nbsp;27. Supplements and Amendments</B></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD NOWRAP VALIGN="bottom"><B>&nbsp;</B></TD>
<TD NOWRAP VALIGN="bottom" ALIGN="right"><B>46</B></TD>
<TD NOWRAP VALIGN="bottom"><B>&nbsp;</B></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="4"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman"><B>Section&nbsp;28. Successors</B></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD NOWRAP VALIGN="bottom"><B>&nbsp;</B></TD>
<TD NOWRAP VALIGN="bottom" ALIGN="right"><B>46</B></TD>
<TD NOWRAP VALIGN="bottom"><B>&nbsp;</B></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="4"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman"><B>Section&nbsp;29. Determinations and Actions by the Board of Directors</B></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD NOWRAP VALIGN="bottom"><B>&nbsp;</B></TD>
<TD NOWRAP VALIGN="bottom" ALIGN="right"><B>47</B></TD>
<TD NOWRAP VALIGN="bottom"><B>&nbsp;</B></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="4"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman"><B>Section&nbsp;30. Benefits of this Agreement</B></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD NOWRAP VALIGN="bottom"><B>&nbsp;</B></TD>
<TD NOWRAP VALIGN="bottom" ALIGN="right"><B>47</B></TD>
<TD NOWRAP VALIGN="bottom"><B>&nbsp;</B></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="4"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman"><B>Section&nbsp;31. Severability</B></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD NOWRAP VALIGN="bottom"><B>&nbsp;</B></TD>
<TD NOWRAP VALIGN="bottom" ALIGN="right"><B>47</B></TD>
<TD NOWRAP VALIGN="bottom"><B>&nbsp;</B></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="4"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman"><B>Section&nbsp;32. Governing Law</B></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD NOWRAP VALIGN="bottom"><B>&nbsp;</B></TD>
<TD NOWRAP VALIGN="bottom" ALIGN="right"><B>47</B></TD>
<TD NOWRAP VALIGN="bottom"><B>&nbsp;</B></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="4"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman"><B>Section&nbsp;33. Counterparts</B></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD NOWRAP VALIGN="bottom"><B>&nbsp;</B></TD>
<TD NOWRAP VALIGN="bottom" ALIGN="right"><B>48</B></TD>
<TD NOWRAP VALIGN="bottom"><B>&nbsp;</B></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="4"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman"><B>Section&nbsp;34. Descriptive Headings</B></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD NOWRAP VALIGN="bottom"><B>&nbsp;</B></TD>
<TD NOWRAP VALIGN="bottom" ALIGN="right"><B>48</B></TD>
<TD NOWRAP VALIGN="bottom"><B>&nbsp;</B></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="4"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman"><B>Section&nbsp;35. Force Majeure</B></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD NOWRAP VALIGN="bottom"><B>&nbsp;</B></TD>
<TD NOWRAP VALIGN="bottom" ALIGN="right"><B>48</B></TD>
<TD NOWRAP VALIGN="bottom"><B>&nbsp;</B></TD></TR>
</TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Exhibit A&nbsp;&#150; Certificate of Designations of Series B Junior Participating Cumulative Preferred Stock </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Exhibit B&nbsp;&#150; Form of Right Certificate </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Exhibit C
&#150; Form of Summary of Rights </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">ii </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>STOCKHOLDER RIGHTS AGREEMENT </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">This Stockholder Rights Agreement, dated as of March&nbsp;17, 2023 (this &#147;<U>Agreement</U>&#148;), between WisdomTree, Inc., a Delaware
corporation (the &#147;<U>Company</U>&#148;), and Continental Stock Transfer&nbsp;&amp; Trust Company, a federally chartered trust company (the &#147;<U>Rights Agent</U>&#148;). </P>
<P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>W I T N E S S E T H </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">WHEREAS, the Board of Directors of the Company desires to provide stockholders of the Company with the opportunity to benefit from the
long-term prospects and value of the Company and to ensure that stockholders of the Company receive fair and equal treatment in the event of any proposed takeover of the Company; </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">WHEREAS, on March&nbsp;17, 2023, the Board of Directors of the Company authorized and declared a dividend distribution of (i)&nbsp;one Right
(as such term is hereinafter defined) for each outstanding share of Common Stock, par value $0.01 per share, of the Company (the &#147;<U>Common Stock</U>&#148;) and (ii) 1,000 Rights for each outstanding share of Series A <FONT
STYLE="white-space:nowrap">Non-Voting</FONT> Convertible Preferred, par value $0.01 per share, of the Company (the &#147;<U>Series A Preferred Stock</U>&#148;), in each case, outstanding as of the Close of Business on March&nbsp;28, 2023 (the
&#147;<U>Record Date</U>&#148;), and authorized the issuance of one Right for each share of Common Stock of the Company and 1,000 Rights for each share of Series A Preferred Stock issued (whether or not originally issued or sold from the
Company&#146;s treasury, except in the case of treasury shares having associated Rights) between the Record Date and the earlier of the Distribution Date or the Expiration Date (as such terms are hereinafter defined), each Right initially
representing the right to purchase one <FONT STYLE="white-space:nowrap">ten-thousandth</FONT> of a share of Series B Junior Participating Cumulative Preferred Stock of the Company having the rights, powers and preferences set forth on
<U>Exhibit</U><U></U><U>&nbsp;A</U> hereto, upon the terms and subject to the conditions hereinafter set forth (each, a &#147;<U>Right</U>&#148;); and </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">WHEREAS, the Company desires to appoint the Rights Agent to act as rights agent hereunder, in accordance with the terms and conditions hereof.
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">NOW, THEREFORE, in consideration of the premises and the mutual agreements herein set forth, the parties hereby agree as follows: </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;1. Certain Definitions. For purposes of this Agreement, the following terms have the meanings indicated: </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(a) &#147;<U>Acquiring Person</U>&#148; shall mean any Person (as such term is hereinafter defined) who or which, together with all Affiliates
(as such term is hereinafter defined) and Associates (as such term is hereinafter defined) of such Person, is or becomes the Beneficial Owner (as such term is hereinafter defined) of 10% or more of the shares of Common Stock of the Company then
outstanding after the time of the first public announcement of the declaration of the Rights dividend, but shall not include (i)&nbsp;the Company, (ii)&nbsp;any Subsidiary (as such term is hereinafter defined) of the Company, (iii)&nbsp;any employee
benefit plan or compensation </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">arrangement of the Company or any Subsidiary of the Company or (iv)&nbsp;any Person holding shares of Common
Stock of the Company organized, appointed or established by the Company or any Subsidiary of the Company for or pursuant to the terms of any such employee benefit plan or compensation arrangement (the Persons described in clauses (i)&nbsp;through
(iv) above are referred to herein as &#147;<U>Exempt Persons</U>&#148;); <U>provided</U>, <U>however</U>, that no Person which, together with all Affiliates and Associates of such Person, is as of the time of the first public announcement of the
declaration of the Rights dividend, the Beneficial Owner of shares of Common Stock of the Company representing less than 20% of the shares of Common Stock of the Company then outstanding, and which is entitled to file, and files, or has filed, a
statement on Schedule 13G (&#147;<U>Schedule 13G</U>&#148;) pursuant to Rule <FONT STYLE="white-space:nowrap">13d-1(b)</FONT> or Rule <FONT STYLE="white-space:nowrap">13d-1(c)</FONT> of the General Rules and Regulations under the Securities Exchange
Act of 1934, as amended (the &#147;<U>Exchange Act</U>&#148;) as such rules are 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 such Person
(a &#147;<U>13G Investor</U>&#148;), shall be deemed an &#147;Acquiring Person&#148;; <U>provided</U>, <U>further</U>, <U>however</U>, that a Person who was deemed a 13G Investor shall no longer be deemed such if it files a statement on Schedule 13D
pursuant to Rule <FONT STYLE="white-space:nowrap">13d-1(a),</FONT> <FONT STYLE="white-space:nowrap">13d-1(e),</FONT> <FONT STYLE="white-space:nowrap">13d-1(f)</FONT> or <FONT STYLE="white-space:nowrap">13d-1(g)</FONT> 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 such Person, and shall be deemed an Acquiring Person if
it is the Beneficial Owner of 10% or more of the shares of Common Stock of the Company then outstanding at any point from the time it first files such a statement on Schedule 13D provided that if at such time such Person&#146;s Beneficial Ownership
is not less than 10%, then such Person shall have sixty (60)&nbsp;days from such time to reduce its Beneficial Ownership (together with all Affiliates and Associates of such Person) to below 10% of the shares of Common Stock of the Company before
being deemed an &#147;Acquiring Person&#148; but shall be deemed an &#147;Acquiring Person&#148; if after reducing its Beneficial Ownership to below 10% it subsequently becomes the Beneficial Owner of 10% or more of the shares of Common Stock of the
Company or if, prior to reducing its Beneficial Ownership to below 10%, it increases (or makes any offer or takes any other action that would increase) its Beneficial Ownership of the then-outstanding shares of Common Stock of the Company (other
than as a result of an acquisition of shares of Common Stock by the Company) above the lowest Beneficial Ownership of such Person at any time during such <FONT STYLE="white-space:nowrap">60-day</FONT> period. Notwithstanding the foregoing,
(i)&nbsp;no Person who is not a 13G Investor and who Beneficially Owns, each as of the time of the first public announcement of the declaration of the Rights dividend, 10% or more of the shares of Common Stock of the Company then outstanding and
(ii)&nbsp;no Person who is a 13G Investor and who Beneficially Owns, each as of the time of the first public announcement of the declaration of the Rights dividend, 20% or more of the shares of Common Stock of the Company then outstanding, shall
become an Acquiring Person unless such Person shall, after the time of the public announcement of the declaration of the Rights dividend, increase its Beneficial Ownership of the then-outstanding Common Stock (other than as a result of an
acquisition of shares of Common Stock by the Company) to an amount equal to or greater than the greater of (x) 10% (in the case of a Person who is not then a 13G Investor) or 20% (in the case of a Person who is then a 13G Investor) or (y)&nbsp;the
sum of (i)&nbsp;the lowest Beneficial Ownership of such Person as a percentage of the outstanding shares of Common Stock as of any time from and after the time of the public announcement of the declaration of the Rights dividend plus (ii) 0.001%.
For the avoidance of doubt, for purposes of this Agreement any exercise, conversion, settlement, unwinding or other disposition of a derivative security, </P>
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instrument or transaction referred to in Section&nbsp;1(d)(iv) shall be deemed to be the disposition of the associated Derivative Common Shares that reduces the Beneficial Ownership of the Person
that acquired the derivative security or instrument or that entered into the derivative transaction, and any acquisition of shares of Common Stock of the Company in connection with any such exercise, conversion, settlement, unwinding or other
disposition shall be deemed to be the subsequent acquisition of Beneficial Ownership of additional shares of Common Stock of the Company. Notwithstanding the foregoing, no Person shall become an &#147;Acquiring Person&#148; as the result of an
acquisition by the Company of Common Stock of the Company which, by reducing the number of shares outstanding, increases the proportionate number of shares Beneficially Owned by such Person to 10% (20% in the case of a 13G Investor) or more of the
shares of Common Stock of the Company then outstanding; <U>provided</U>, <U>however</U>, that if a Person shall become the Beneficial Owner of 10% (20% in the case of a 13G Investor) or more of the shares of Common Stock of the Company then
outstanding by reason of share purchases by the Company and shall, after public announcement of such share purchases by the Company, become the Beneficial Owner of any additional shares (other than pursuant to a stock split, stock dividend or
similar transaction) of Common Stock of the Company, then such Person shall be deemed to be an &#147;Acquiring Person.&#148; Notwithstanding anything to the contrary provided in this Agreement, if (x)&nbsp;the Board of Directors of the Company
determines at any time that a Person who would otherwise be an &#147;Acquiring Person,&#148; has become such without intending to become an &#147;Acquiring Person,&#148; and such Person divests as promptly as practicable (or within such period of
time as the Board of Directors of the Company determines is reasonable) a sufficient number of shares of Common Stock of the Company (or, for the avoidance of doubt, with respect to any Derivative Common Shares, terminates the subject derivative
transaction or transactions or disposes of the subject derivative security or securities) so that such Person would no longer be an &#147;Acquiring Person,&#148; as defined pursuant to the foregoing provisions of this Section&nbsp;1(a), or
(y)&nbsp;a bona fide swaps dealer who would otherwise be an &#147;Acquiring Person&#148; has become so 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, then, in the case of either (x)&nbsp;or (y) and unless and
until the Board shall otherwise determine, such Person shall not be deemed to be or to have ever become an &#147;Acquiring Person&#148; for any purposes of this Agreement. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(b) &#147;<U>Adjustment Shares</U>&#148; shall have the meaning set forth in Section&nbsp;11(a)(ii) hereof. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(c) &#147;<U>Affiliate</U>&#148; and &#147;<U>Associate</U>&#148; shall have the respective meanings ascribed to such terms in Rule <FONT
STYLE="white-space:nowrap">12b-2</FONT> of the General Rules and Regulations (the &#147;<U>Rules</U>&#148;) under the Exchange Act, as in effect on the date of this Agreement; <U>provided</U>, <U>however</U>, that no Person who is a director or
officer of the Company shall be deemed an Affiliate or an Associate of any other director or officer of the Company solely as a result of his or her position as director or officer of the Company. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(d) A Person shall be deemed the &#147;<U>Beneficial Owner</U>&#148; of, and shall be deemed to &#147;<U>Beneficially Own</U>&#148; and have
&#147;<U>Beneficial Ownership</U>&#148; of, any securities: </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4%; text-indent:9%; font-size:10pt; font-family:Times New Roman">(i) which such Person or any of such Person&#146;s Affiliates or Associates,
directly or indirectly, Beneficially Owns (as determined pursuant to Rule <FONT STYLE="white-space:nowrap">13d-3</FONT> of the Rules under the Exchange Act, as in effect on the date of this Agreement); </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:9%; font-size:10pt; font-family:Times New Roman">(ii) which such Person or any of such Person&#146;s Affiliates or Associates, directly or indirectly, has: </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:9%; text-indent:9%; font-size:10pt; font-family:Times New Roman">(A) the legal, equitable or contractual right or obligation to acquire (whether directly or indirectly and whether exercisable
immediately or only after the passage of time, compliance with regulatory requirements, satisfaction of one or more conditions (whether or not within the control of such Person) or otherwise)&nbsp;(1) upon the exercise of any conversion rights,
exchange rights, rights (other than the Rights), warrants or options, or otherwise; (2)&nbsp;pursuant to the power to revoke a trust, discretionary account or similar arrangement; (3)&nbsp;pursuant to the power to terminate a repurchase or similar <FONT
STYLE="white-space:nowrap">so-called</FONT> &#147;stock borrowing&#148; agreement, arrangement or understanding; or (4)&nbsp;pursuant to the automatic termination of a trust, discretionary account or similar arrangement; <U>provided</U>,
<U>however</U>, that a Person shall not be deemed the &#147;Beneficial Owner&#148; of, or to &#147;Beneficially Own&#148; or have &#147;Beneficial Ownership&#148; of, securities (w)&nbsp;tendered pursuant to a tender or exchange offer made by or on
behalf of such Person or any of such Person&#146;s Affiliates or Associates until such tendered securities are accepted for purchase or exchange; (x)&nbsp;issuable upon exercise of Rights at any time prior to the occurrence of a Triggering Event;
(y)&nbsp;issuable upon exercise of Rights from and after the occurrence of a Triggering Event, which Rights were acquired by such Person or any of such Person&#146;s Affiliates or Associates prior to the Distribution Date or pursuant to Sections
3(a), 11(i) or 22 hereof; or (z)&nbsp;that a Person or any of such Person&#146;s Affiliates or Associates 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 its Affiliates or Associates), or any tender, voting or support agreement entered into by such Person (or one or more of its Affiliates or Associates) in connection therewith, if such agreement has been approved by the Board prior to there
being an Acquiring Person; or </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:9%; text-indent:9%; font-size:10pt; font-family:Times New Roman">(B) the right to vote pursuant to any agreement, arrangement or understanding (whether or
not in writing); <U>provided</U>, <U>however</U>, that a Person shall not be deemed the &#147;Beneficial Owner&#148; of, or to &#147;Beneficially Own&#148; or have &#147;Beneficial Ownership&#148; of, any security under this clause (B)&nbsp;if the
agreement, arrangement or understanding to vote such security (1)&nbsp;arises solely from a revocable proxy or consent given in response to a public proxy or consent solicitation made pursuant to a written proxy or consent solicitation statement
filed with the Securities and Exchange Commission in accordance with the Rules of the Exchange Act and (2)&nbsp;is not also then reportable by such person on Schedule 13D under the Exchange Act (or any comparable or successor report); or </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:9%; text-indent:9%; font-size:10pt; font-family:Times New Roman">(C) the right to dispose of pursuant to any agreement, arrangement or
understanding (whether or not in writing) (other than customary arrangements with and between underwriters and selling group members with respect to a bona fide public offering of securities); or </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:9%; font-size:10pt; font-family:Times New Roman">(iii) which are Beneficially Owned, directly or indirectly, by any other Person (or any Affiliate or Associate thereof) with
which such Person or any of such Person&#146;s Affiliates or Associates has any agreement, arrangement or understanding (whether or not in writing) (other than customary agreements with and between underwriters and selling group members with respect
to a bona fide public offering of securities) for the purpose of acquiring, holding, voting (except pursuant to a revocable proxy or consent as described in clause (B)&nbsp;of Section&nbsp;1(d)(ii) hereof) or disposing of any securities of the
Company; or </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:9%; font-size:10pt; font-family:Times New Roman">(iv) that are the subject of a derivative transaction entered into by such Person or any of such Person&#146;s
Affiliates or Associates, including, for these purposes, any derivative security acquired by such Person or any of such Person&#146;s Affiliates or Associates that gives such Person or any of such Person&#146;s Affiliates or Associates the economic
equivalent of ownership of an amount of securities due to the fact that the value of the derivative security is explicitly determined by reference to the price or value of such securities, or that provides such Person or any of such Person&#146;s
Affiliates or Associates an opportunity, directly or indirectly, to profit or to share in any profit derived from any change in the value of such securities, in any case without regard to whether (A)&nbsp;such derivative security conveys any voting
rights in such securities to such Person or any of such Person&#146;s Affiliates or Associates; (B)&nbsp;the derivative security is required to be, or capable of being, settled through delivery of such securities; or (C)&nbsp;such Person or any of
such Person&#146;s Affiliates or Associates may have entered into other transactions that hedge the economic effect of such derivative security. In determining the number of shares of Common Stock of the Company that are Beneficially Owned by virtue
of the operation of this Section&nbsp;1(d)(iv), the subject Person will be deemed to Beneficially Own (without duplication) the notional or other number of shares of Common Stock of the Company that, pursuant to the documentation evidencing the
derivative security, may be acquired upon the exercise or settlement of the applicable security or as the basis upon which the value or settlement amount of such security, or the opportunity of the holder of such derivative security to profit or
share in any profit, is to be calculated, in whole or in part, and in any case (or if no such number of shares of Common Stock of the Company is specified in such documentation or otherwise) as determined by the Board in good faith to be the number
of shares of Common Stock of the Company to which the derivative security relates. Such shares of Common Stock of the Company that are deemed so Beneficially Owned pursuant to the operation of this Section&nbsp;1(d)(iv) shall be referred to herein
as &#147;<U>Derivative Common Shares</U>&#148;; </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><U>provided</U>, <U>however</U>, that (1)&nbsp;no Person engaged in business as an underwriter of
securities shall be deemed the Beneficial Owner of any securities acquired through such Person&#146;s participation as an underwriter in good faith in a firm commitment underwriting until the expiration of forty (40)&nbsp;days after the date of such
acquisition and (2)&nbsp;no Person who is a director or an officer of the Company shall be deemed, as a result of his or her position as director or officer of the Company, the Beneficial Owner of any securities of the Company that are Beneficially
Owned by any other director or officer of the Company. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">For all purposes of this Agreement, any calculation of the number of shares of Common Stock
of the Company outstanding at any particular time, including for purposes of determining the percentage of the outstanding shares of Common Stock of the Company of which any Person is the Beneficial Owner, shall include the number of shares of
Common Stock of the Company 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 of the Company not outstanding that such
Person, together with all Affiliates and Associates of such Person, is otherwise deemed to Beneficially Own for purposes of this Agreement will not be deemed to be outstanding for the purpose of computing the percentage of outstanding shares of
Common Stock of the Company Beneficially Owned by any other Person. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(e) &#147;<U>Book Entry Shares</U>&#148; shall have the meaning set
forth in Section&nbsp;3(a). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(f) &#147;<U>Business Day</U>&#148; shall mean any day other than a Saturday, Sunday, or a day on which
banking institutions in the State of New York are authorized or obligated by law or executive order to close. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(g) &#147;<U>Certificate of
Incorporation</U>&#148; when used in reference to the Company shall mean the Amended and Restated Certificate of Incorporation of the Company filed with the Delaware Secretary of State on March&nbsp;31, 2011, as the same may be amended from time to
time. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(h) &#147;<U>Close of Business</U>&#148; on any given date shall mean 5:00 p.m., New York City time, on such date; <U>provided</U>,
<U>however</U>, 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. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(i) &#147;<U>Common Stock</U>&#148; when used in reference to the Company shall mean the common stock, par value $0.01 per share, of the
Company or any other shares of capital stock of the Company into which such stock shall be reclassified or changed after the date hereof. &#147;Common Stock&#148; when used with reference to any Person other than the Company organized in corporate
form shall mean (i)&nbsp;the capital stock or other equity interest of such Person with the greatest voting power, (ii)&nbsp;the equity securities or other equity interest having power to control or direct the management of such Person or
(iii)&nbsp;if such Person is a Subsidiary of another Person, the Person or Persons which ultimately control such first-mentioned Person and which have issued any such outstanding capital stock, equity securities or equity interest. &#147;Common
Stock&#148; when used with reference to any Person not organized in corporate form shall mean units of beneficial interest which (x)&nbsp;shall represent the right to participate generally in the profits and losses of such Person (including, without
limitation, any flow-through tax benefits resulting from an ownership interest in such Person) and (y)&nbsp;shall be entitled to exercise the greatest voting power of such Person or, in the case of a limited partnership, shall have the power to
remove or otherwise replace the general partner or partners. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(j) &#147;<U>Common Stock Equivalents</U>&#148; shall have the meaning set
forth in Section&nbsp;11(a)(iii) hereof. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(k) &#147;<U>Current Exchange Value</U>&#148; shall mean the product of the closing price of
a share of Common Stock of the Company on the date of the occurrence of an Exchange Determination (or the next Trading Day, if such date is not a Trading Day) multiplied by the number of shares of Common Stock of the Company for which the Right
would otherwise be exchangeable (without regard to whether there were sufficient shares of Common Stock of the Company available therefor). </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(l) &#147;<U>Current Value</U>&#148; shall have the meaning set forth in Section&nbsp;11(a)(iii) hereof. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(m) &#147;<U>Depositary Agent</U>&#148; shall have the meaning set forth in Section&nbsp;7(c) hereof. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(n) &#147;<U>Derivative Common Shares</U>&#148; shall have the meaning set forth in Section&nbsp;1(d)(iv). </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(o) &#147;<U>Distribution Date</U>&#148; shall have the meaning set forth in Section&nbsp;3(a) hereof. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(p) &#147;<U>Early Expiration Date</U>&#148; shall have the meaning set forth in Section&nbsp;7(a) hereof. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(q) &#147;<U>Exchange Date</U>&#148; shall have the meaning set forth in Section&nbsp;7(a) hereof. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(r) &#147;<U>Exchange Determination</U>&#148; shall have the meaning set forth in Section&nbsp;24(a). </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(s) &#147;<U>Exempt Person</U>&#148; shall have the meaning set forth in the definition of &#147;Acquiring Person.&#148; </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(t) &#147;<U>Exercise Price</U>&#148; shall have the meaning set forth in Section&nbsp;4(a) hereof. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(u) &#147;<U>Expiration Date</U>&#148; shall have the meaning set forth in Section&nbsp;7(a) hereof. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(v) &#147;<U>Fair Market Value</U>&#148; of any securities or other property shall be as determined in accordance with Section&nbsp;11(d)
hereof. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(w) &#147;<U>Final Expiration Date</U>&#148; shall have the meaning set forth in Section&nbsp;7(a) hereof. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(x) &#147;<U>Group</U>&#148; shall have the meaning set forth in clause (b)&nbsp;of the definition of &#147;Person.&#148; </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(y) &#147;<U>Person</U>&#148; shall mean (a)&nbsp;an individual, a corporation, a partnership, a limited liability company, an association, a
joint stock company, a trust, a business trust, a government or political subdivision, any unincorporated organization, or any other association or entity including any successor (by merger or otherwise) thereof or thereto, and (b)&nbsp;a
&#147;group&#148; as that term is used for purposes of Section&nbsp;13(d)(3) of the Exchange Act. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(z) &#147;<U>Preferred Stock</U>&#148; shall mean shares of Series B Junior Participating
Cumulative Preferred Stock, par value $0.01 per share, of the Company having the rights and preferences set forth in the form of Certificate of Designations attached hereto as <U>Exhibit</U><U></U><U>&nbsp;A</U>. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(aa) &#147;<U>Preferred Stock Equivalents</U>&#148; shall have the meaning set forth in Section&nbsp;11(b) hereof. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(bb) &#147;<U>Principal Party</U>&#148; shall have the meaning set forth in Section&nbsp;13(b) hereof. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(cc) &#147;<U>Redemption Date</U>&#148; shall have the meaning set forth in Section&nbsp;7(a) hereof. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(dd) &#147;<U>Redemption Price</U>&#148; shall have the meaning set forth in Section&nbsp;23(a) hereof. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(ee) &#147;<U>Registered Common Stock</U>&#148; shall have the meaning set forth in Section&nbsp;13(b) hereof. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(ff) &#147;<U>Right Certificates</U>&#148; shall have the meaning set forth in Section&nbsp;3(b) hereof. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(gg) &#147;<U>Schedule 13G</U>&#148; shall have the meaning set forth in the definition of &#147;Acquiring Person.&#148; </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(hh) &#147;<U>Section</U><U></U><U>&nbsp;11(a)(ii) Event</U>&#148; shall have the meaning set forth in Section&nbsp;11(a)(ii) hereof. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(ii) &#147;<U>Section</U><U></U><U>&nbsp;11(a)(ii) Trigger Date</U>&#148; shall have the meaning set forth in Section&nbsp;11(a)(iii) hereof.
</P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(jj) &#147;<U>Section</U><U></U><U>&nbsp;13 Event</U>&#148; shall mean any event described in clauses (x), (y) or (z)&nbsp;of
Section&nbsp;13(a) hereof. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(kk) &#147;<U>Section</U><U></U><U>&nbsp;24 Exchange Ratio</U>&#148; shall have the meaning set forth in
Section&nbsp;24(a) hereof. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(ll) &#147;<U>Spread</U>&#148; shall have the meaning set forth in Section&nbsp;11(a)(iii) hereof. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(mm) &#147;<U>Stock Acquisition Date</U>&#148; shall mean the date of the first public announcement (which for purposes of this definition
shall include, without limitation, the issuance of a press release or the filing of a publicly-available report or other document with the Securities and Exchange Commission or any other governmental agency) by the Company, acting pursuant to a
resolution adopted by the Board of Directors of the Company, or by an Acquiring Person, subject in each case to the last paragraph of Section&nbsp;1(a), that an Acquiring Person has become such or such earlier date as a majority of the Board of
Directors of the Company shall become aware of the existence of an Acquiring Person. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(nn) &#147;<U>Stockholder Approval</U>&#148; shall mean the approval or ratification by the
stockholders of the Company of this Agreement (as amended from time to time or as contemplated to be in effect following such Stockholder Approval) by the vote of a majority of the votes cast by the stockholders entitled to vote thereon at a duly
held meeting of stockholders of the Company. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(oo) &#147;<U>Subsidiary</U>&#148; shall mean, with reference to any Person, any corporation
or other entity of which securities or other ownership interests having ordinary voting power sufficient, in the absence of contingencies, to elect a majority of the board of directors or other persons performing similar functions of such
corporation or other entity are at the time directly or indirectly Beneficially Owned or otherwise controlled by such Person either alone or together with one or more Affiliates of such Person. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(pp) &#147;<U>Substitution Period</U>&#148; shall have the meaning set forth in Section&nbsp;11(a)(iii) hereof. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(qq) &#147;<U>Summary of Rights</U>&#148; means a summary of this Agreement substantially in the form attached hereto as <U>Exhibit C</U>. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(rr) &#147;<U>Trading Day</U>&#148; shall have the meaning set forth in Section&nbsp;11(d)(i) hereof. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(ss) &#147;<U>Triggering Event</U>&#148; shall mean any Section&nbsp;11(a)(ii) Event or any Section&nbsp;13 Event. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(tt) &#147;<U>Trust</U>&#148; shall have the meaning set forth in Section&nbsp;24(b)(ii) hereof. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(uu) &#147;<U>Trust Agreement</U>&#148; shall have the meaning set forth in Section&nbsp;24(b)(ii) hereof. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(vv) &#147;<U>13G Investor</U>&#148; shall have the meaning set forth in the definition of &#147;Acquiring Person.&#148; </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(ww) The additional defined terms have the following meanings: </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">&#147;<U>Definitive Acquisition Agreement</U>&#148; shall mean any agreement entered into by the Company that is conditioned on the approval by the holders of
not less than a majority of the outstanding Common Stock of the Company and is with respect to (i)&nbsp;a share exchange, <FONT STYLE="white-space:nowrap">one-step</FONT> merger, tender offer and second-step merger, consolidation, recapitalization,
reorganization, business combination or similar transaction involving the Company, or (ii)&nbsp;the acquisition, directly or indirectly, of assets or earning power aggregating 50% or more of the consolidated assets or earning power of the Company
and its Subsidiaries (taken as a whole). </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">&#147;<U>Exemption Date</U>&#148; shall have the meaning set forth in Section&nbsp;23(d)(vi) hereof. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">&#147;<U>Independent Board Members</U>&#148; shall mean those members of the Board that have been determined by the Board to be independent in accordance with
the New York Stock Exchange listing standards. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">&#147;<U>Outside Meeting Date</U>&#148; shall have the meaning set forth in Section&nbsp;23(d)(vi) hereof.
</P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">&#147;<U>Qualifying Offer</U>&#148; shall mean an offer determined by a majority of the Independent Board Members to have each of the following
characteristics: </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(i) a fully financed, all cash tender offer for all of the outstanding shares of Common Stock, or an exchange offer offering shares of
common stock of the offeror, or a combination thereof, in each such case for any and all of the outstanding shares of Common Stock (whether such shares are outstanding at the commencement of the offer or become outstanding thereafter upon the
exercise or conversion of options or other securities that are outstanding at the commencement of the offer) at the same per share consideration; </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(ii) an
offer that has commenced within the meaning of Rule <FONT STYLE="white-space:nowrap">14d-2(a)</FONT> under the Exchange Act; </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(iii) an offer that is
subject to only the minimum tender condition described in clause (vi)&nbsp;immediately below and other customary terms and conditions, which conditions shall not include any financing, funding or similar conditions or any requirements with respect
to the offeror or its agents or any Person being permitted any due diligence with respect to the books, records, management, accountants or other outside advisors of the Company; </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(iv) an offer pursuant to which the Company has received an irrevocable written commitment of the offeror that the offer will remain open for at least ninety
(90)&nbsp;Business Days and, if a Special Meeting is duly requested in accordance with Section&nbsp;23(d), for at least ten (10)&nbsp;Business Days after the date of the Special Meeting or, if no Special Meeting is held within ninety
(90)&nbsp;Business Days following receipt of the Special Meeting Demand in accordance with Section&nbsp;23(d), for at least ten (10)&nbsp;Business Days following such ninety (90)&nbsp;Business Day period; </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(v) an offer pursuant to which the Company has received an irrevocable written commitment of the offeror that, in addition to the minimum time periods
specified in clause (iv)&nbsp;immediately above, the offer, if it is otherwise to expire prior thereto, will be extended for at least twenty (20)&nbsp;Business Days after any increase in the consideration being offered or after any bona fide
alternative offer is commenced within the meaning of Rule <FONT STYLE="white-space:nowrap">14d-2(a)</FONT> under the Exchange Act; provided, however, that such offer need not remain open, as a result of clause (iv)&nbsp;immediately above and this
clause (v), beyond (A)&nbsp;the time that any other offer satisfying the criteria for a Qualifying Offer is then required to be kept open under clause (iv)&nbsp;immediately above and this clause (v)&nbsp;or (B) the expiration date, as such date may
be extended by public announcement (with prompt written notice given by the Company to the Rights Agent) in compliance with Rule <FONT STYLE="white-space:nowrap">14e-1</FONT> under the Exchange Act, of any other tender offer for the Common Stock
with respect to which the Board has agreed to redeem the Rights immediately prior to acceptance for payment of Common Stock thereunder (unless such other offer is terminated prior to its expiration without any Common Stock having been purchased
thereunder) or (C)&nbsp;one Business Day after the stockholder vote with respect to approval of any Definitive Acquisition Agreement has been officially determined and certified by the inspectors of elections; </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(vi) an offer that is conditioned on a minimum of at least <FONT STYLE="white-space:nowrap">two-thirds</FONT> of the outstanding shares of Common Stock not
held by the Person making such offer (and such Person&#146;s Related Persons) being tendered and not withdrawn as of the offer&#146;s expiration date, which condition shall not be waivable; </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">10 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(vii) an offer pursuant to which the Company has received an irrevocable written commitment of the offeror
to consummate, as promptly as practicable upon successful completion of the offer, a second-step transaction whereby all Common Stock not tendered into the offer will be acquired at the same consideration per share actually paid pursuant to the
offer, subject to stockholders&#146; statutory appraisal rights, if any; </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(viii) if the offer includes shares of common stock of the offeror, an offer
pursuant to which the offeror shall permit representatives of the Company (including a nationally recognized investment banking firm retained by the Board and legal counsel and an accounting firm designated by the Company) to have access to such
offeror&#146;s books, records, management, accountants, financial advisors, counsel and any other appropriate outside advisers for the purposes of permitting such representatives to conduct a due diligence review of the offeror in order to permit
the Board to evaluate the offer and make an informed decision; </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(ix) an offer (other than an offer consisting solely of cash consideration) pursuant to
which the Company has received the written representation and certification of the offeror and the written representations and certifications of the offeror&#146;s Principal Executive Officer and Principal Financial Officer, acting in such
capacities, that (A)&nbsp;all facts about the offeror that would be material to making an investor&#146;s decision to accept the offer have been fully and accurately disclosed as of the date of the commencement of the offer within the meaning of
Rule <FONT STYLE="white-space:nowrap">14d-2(a)</FONT> under the Exchange Act, (B)&nbsp;all such new facts will be fully and accurately disclosed on a prompt basis during the entire period during which the offer remains open, and (C)&nbsp;all
required Exchange Act reports will be filed by the offeror in a timely manner during such period; </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(x) if the offer includes
<FONT STYLE="white-space:nowrap">non-cash</FONT> consideration (A)&nbsp;the <FONT STYLE="white-space:nowrap">non-cash</FONT> portion of the consideration offered must consist solely of common stock of a Person that is a publicly-owned United States
entity, (B)&nbsp;such common stock must be freely tradable and listed or admitted to trading on either the New York Stock Exchange or the Nasdaq, (C)&nbsp;no stockholder approval of the issuer of such common stock is required to issue such common
stock, or, if such approval is required, such approval has already been obtained, (D)&nbsp;such issuer of such common stock has no other class of voting stock or other voting securities, and (E)&nbsp;the issuer of such common stock meets the
registrant eligibility requirements for use of Form <FONT STYLE="white-space:nowrap">S-3</FONT> for registering securities under the Securities Act, including the filing of all required Exchange Act reports in a timely manner during the twelve
calendar months prior to the date of commencement of such offer; and </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(xi) an offer that is otherwise in the best interests of the Company and its
stockholders. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">For the purposes of this definition of Qualifying Offer, &#147;<U>fully financed</U>&#148; shall mean that the offeror has sufficient funds
for the offer and related expenses which shall be evidenced by (1)&nbsp;firm, unqualified, written commitments from responsible financial institutions having the necessary financial capacity, accepted by the offeror, to provide funds for such offer
subject only to customary terms and conditions, which conditions shall not include any requirements with respect to such financial institutions or any other Person being permitted any due diligence with respect to the books, records, management,
accountants and other outside advisors of the Company, (2)&nbsp;cash or cash equivalents then available to the offeror, set apart and maintained solely for the purpose of funding the offer with an irrevocable written commitment being provided by the
offeror to the Board to maintain such availability until the offer is consummated or withdrawn, or (3)&nbsp;a combination of the foregoing; which evidence has been provided to the Company prior to, or upon, commencement of the offer and is
reasonably satisfactory to the Board. If an offer becomes a Qualifying Offer in accordance with this definition, but subsequently ceases to be a Qualifying Offer as a result of the failure at a later date to continue to satisfy any of the
requirements of this definition, such offer shall cease to be a Qualifying Offer and the provisions of Section&nbsp;23(d) shall no longer be applicable to such offer, provided that an Exemption Date shall not have already occurred with respect to
such Qualifying Offer pursuant to Section&nbsp;23(d). </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">11 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">&#147;<U>Qualifying Offer Resolution</U>&#148; shall have the meaning set forth in Section&nbsp;23(d)(i)
hereof. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">&#147;<U>Special Meeting</U>&#148; shall have the meaning set forth in Section&nbsp;23(d)(i) hereof. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">&#147;<U>Special Meeting Demand</U>&#148; shall have the meaning set forth in Section&nbsp;23(d)(i) hereof. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">&#147;<U>Special Meeting Period</U>&#148; shall have the meaning set forth in Section&nbsp;23(d)(iii) hereof. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;2. Appointment of Rights Agent. The Company hereby appoints the Rights Agent to act as agent for the Company in accordance with
the terms and conditions hereof, and the Rights Agent hereby accepts such appointment. The Company may from time to time appoint such <FONT STYLE="white-space:nowrap">Co-Rights</FONT> Agents as it may deem necessary or desirable. In the event the
Company appoints one or more <FONT STYLE="white-space:nowrap">Co-Rights</FONT> Agents, the respective duties of the Rights Agent and any <FONT STYLE="white-space:nowrap">Co-Rights</FONT> Agents shall be as the Company shall determine. The Company
shall give ten (10)&nbsp;days&#146; prior written notice to the Rights Agent of the appointment of one or more <FONT STYLE="white-space:nowrap">Co-Rights</FONT> Agents and the respective duties of the Rights Agent and any such <FONT
STYLE="white-space:nowrap">Co-Rights</FONT> Agents. The Rights Agent shall have no duty to supervise, and shall in no event be liable for, the acts or omissions of any such <FONT STYLE="white-space:nowrap">Co-Rights</FONT> Agent. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;3. Issue of Right Certificates. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(a) From the date hereof until the earlier of (i)&nbsp;the Close of Business on the tenth calendar day after the Stock Acquisition Date or
(ii)&nbsp;the Close of Business on the tenth Business Day (or such later calendar day, if any, as the Board of Directors of the Company may determine in its sole discretion) after the date a tender or exchange offer by any Person, other than an
Exempt Person, is first published or sent or given within the meaning of Rule <FONT STYLE="white-space:nowrap">14d-4(a)</FONT> of the Exchange Act, or any successor rule, if, upon consummation thereof, such Person would become an Acquiring Person,
including any such date which is after the date of this Agreement and prior to the issuance of the Rights (the earliest of such dates being herein referred to as the &#147;<U>Distribution Date</U>&#148;), (x) the Rights will be evidenced (subject to
the provisions of Section&nbsp;3(b) hereof) by the certificates for the Common Stock or Series A Preferred Stock, as applicable, of the Company registered in the names of the holders of the Common Stock or Series A Preferred Stock of the Company or,
in the case of uncertificated shares of Common Stock or Series A Preferred Stock of the Company registered in book entry form (&#147;<U>Book Entry Shares</U>&#148;), by notation in book entry accounts reflecting the ownership of such shares (which
certificates and notations, as applicable, will also be deemed to be certificates or notations for Rights), and not by separate certificates or notations, as applicable, and (y)&nbsp;the Rights will be transferable only in connection with the
transfer of the underlying shares of Common Stock or Series A Preferred Stock of the Company. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(b) As soon as practicable after the Distribution Date, the Rights Agent will, at the
Company&#146;s expense send, by first-class, insured, postage prepaid mail, to each record holder of the Common Stock or Series A Preferred Stock of the Company as of the Close of Business on the Distribution Date, at the address of such holder
shown on the records of the Company, one or more certificates, in substantially the form of <U>Exhibit</U><U></U><U>&nbsp;B</U> hereto (the &#147;<U>Right Certificates</U>&#148;), evidencing one Right for each share of Common Stock or 1,000 Rights
for each share of Series A Preferred Stock of the Company so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock or 1,000 Rights for each share of Series A Preferred Stock
of the Company has been made pursuant to Section&nbsp;11(o) hereof, the Company may make the necessary and appropriate rounding adjustments (in accordance with Section&nbsp;14(a) hereof) at the time of distribution of the Right Certificates, so that
Right Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Close of Business on the Distribution Date, the Rights will be evidenced solely by such Right
Certificates. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(c) With respect to certificates for the Common Stock or Series A Preferred Stock of the Company and Book Entry Shares, as
applicable, outstanding prior to the Close of Business on the Record Date, the Rights will be evidenced by such certificates for the Common Stock or Series A Preferred Stock of the Company or such Book Entry Shares on or until the Distribution Date
(or the earlier redemption, expiration or termination of the Rights), and the registered holders of the Common Stock or Series A Preferred Stock of the Company also shall be the registered holders of the associated Rights. Until the Distribution
Date (or the earlier redemption, expiration or termination of the Rights), the transfer of any shares of Common Stock or Series A Preferred Stock of the Company (with or without a copy of the Summary of Rights) outstanding prior to the date of this
Agreement shall also constitute the transfer of the Rights associated with the Common Stock or Series A Preferred Stock of the Company represented by such certificate or Book Entry Share. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(d) Rights will be issued in respect of all shares of Common Stock or Series A Preferred Stock of the Company that are issued (whether as an
original issuance or from the Company&#146;s treasury or upon conversion of any shares of Series A Preferred Stock into Common Stock) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. Certificates for
the Common Stock or Series A Preferred Stock of the Company issued after the Record Date, but prior to the earlier of the Distribution Date or the Expiration Date, shall be deemed also to be certificates for Rights, and shall bear a legend,
substantially in the form set forth below: </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:9%; font-size:10pt; font-family:Times New Roman">This certificate also evidences and entitles the holder hereof to certain Rights as set forth
in a Stockholder Rights Agreement between WisdomTree, Inc. and Continental Stock Transfer&nbsp;&amp; Trust Company (or any successor thereto), as Rights Agent, dated as of March&nbsp;17, 2023, as amended, restated, renewed, supplemented or extended
from time to time (the &#147;<U>Rights Agreement</U>&#148;), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of WisdomTree, Inc. and the stock transfer administration office of
the Rights Agent. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. WisdomTree, Inc. may redeem the Rights at a redemption
price of $0.01 per Right, subject to adjustment, under the terms of the Rights Agreement. WisdomTree, Inc. will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after
receipt of a written request therefor. Under certain circumstances, Rights issued to or held by Acquiring Persons or any Affiliates or Associates thereof (as defined in the Rights Agreement), and any subsequent holder of such Rights, may become null
and void. The Rights shall not be exercisable, and shall be void so long as held, by a holder in any jurisdiction where the requisite qualification, if any, to the issuance to such holder, or the exercise by such holder, of the Rights in such
jurisdiction shall not have been obtained or be obtainable. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">With respect to any Book Entry Shares, a legend in substantially similar form will be
included in a notice to the record holder of such shares in accordance with applicable law. With respect to such certificates for shares of Common Stock or Series A Preferred Stock of the Company or Book Entry Shares, as applicable, containing the
foregoing legend, until the earlier of the Distribution Date or the Expiration Date, (i)&nbsp;the Rights associated with the shares of Common Stock or Series A Preferred Stock of the Company represented by such certificates or Book Entry Shares will
be evidenced solely by such certificates or Book Entry Shares, (ii)&nbsp;the registered holders of shares of Common Stock or Series A Preferred Stock of the Company will also be the registered holders of the associated Rights and (iii)&nbsp;the
surrender for transfer of any such certificates or Book Entry Shares (with or without a copy of the Summary of Rights) will also constitute the transfer of the Rights associated with the shares of Common Stock or Series A Preferred Stock of the
Company represented thereby. Notwithstanding this Section&nbsp;3(d), the omission of the legend required hereby, the inclusion of a legend that makes reference to a rights agreement other than this Agreement or the failure to provide notice thereof
will not affect the enforceability of any part of this Agreement or the rights of any holder of Rights. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(e) In the event that the Company
purchases or otherwise acquires any shares of Common Stock or Series A Preferred Stock of the Company after the Record Date but prior to the Distribution Date (including, without limitation, upon conversion of any shares of Series A Preferred Stock
into shares of Common Stock), any Rights associated with such Common Stock or Series A Preferred Stock of the Company shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of
Common Stock or Series A Preferred Stock of the Company which are no longer outstanding. The failure to print the legend referred to in Section&nbsp;3(d) on any such certificate representing Common Stock of the Company or any defect therein shall
not affect in any manner whatsoever the application or interpretation of the provisions of Section&nbsp;7(e) hereof. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(f) The Company will make available, or cause to be made available, promptly after the
Record Date, a copy of the Summary of Rights to any holder of Rights who may so request from time to time prior to the Expiration Date. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;4. Form of Right Certificates. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(a) The Right Certificates (and the forms of election to purchase shares and of assignment and certificate to be printed on the reverse
thereof) shall each be substantially in the form of <U>Exhibit</U><U></U><U>&nbsp;B</U> hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate
and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law, rule or regulation or with any rule or regulation of any stock exchange or the Financial Industry Regulatory Authority, or to
conform to customary usage. The Right Certificates shall be in a machine printable format and in a form reasonably satisfactory to the Rights Agent. Subject to the provisions of Section&nbsp;11 and Section&nbsp;22 hereof, the Right Certificates,
whenever distributed, shall be dated as of the Record Date, shall show the date of countersignature, and on their face shall entitle the holders thereof to purchase such number of one <FONT STYLE="white-space:nowrap">ten-thousandths</FONT> of a
share of Preferred Stock as shall be set forth therein at the price set forth therein (the &#147;<U>Exercise Price</U>&#148;), but the number of such shares and the Exercise Price shall be subject to adjustment as provided herein. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(b) Any Right Certificate issued pursuant to Section&nbsp;3(a) or Section&nbsp;22 hereof that represents Rights Beneficially Owned by
(i)&nbsp;an Acquiring Person or any Associate or Affiliate of an Acquiring Person, (ii)&nbsp;a transferee of an Acquiring Person (or of any Associate or Affiliate of an Acquiring Person) who becomes a transferee after the Acquiring Person becomes
such, or (iii)&nbsp;a transferee of an Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee prior to or concurrently with the Acquiring Person becoming such and receives such Rights pursuant to either (A)&nbsp;a transfer
(whether or not for consideration) from the Acquiring Person to holders of equity interests in such Acquiring Person or to any Person with whom the Acquiring Person has any continuing agreement, arrangement or understanding (whether or not in
writing) regarding the transferred Rights, the shares of Common Stock or Series A Preferred Stock of the Company associated with such Rights or the Company or (B)&nbsp;a transfer which the Board of Directors of the Company has determined is part of
a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of Section&nbsp;7(e) hereof, and any Right Certificate issued pursuant to Section&nbsp;6, Section&nbsp;11 or Section&nbsp;22 upon transfer, exchange,
replacement or adjustment of any other Right Certificate referred to in this sentence, shall contain (to the extent feasible) the following legend: </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:9%; font-size:10pt; font-family:Times New Roman">The Rights represented by this Right Certificate are or were Beneficially Owned by a Person who was or became an Acquiring Person or an
Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). This Right Certificate and the Rights represented hereby may become null and void under certain circumstances as specified in Section&nbsp;7(e) of
the Rights Agreement. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Company shall give notice to the Rights Agent promptly after it becomes aware of the
existence and identity of any Acquiring Person or any Associate or Affiliate thereof. The Company shall instruct the Rights Agent in writing of the Rights which should be so legended. The failure to print the foregoing legend on any such Right
Certificate or any defect therein shall not affect in any manner whatsoever the application or interpretation of the provisions of Section&nbsp;7(e) hereof. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(c) Notwithstanding anything to the contrary in this Agreement, the Company and the Rights Agent may at any time and to the extent deemed
necessary, desirable or appropriate, including before or after the Distribution Date, amend this Agreement without the consent of any holder of Rights to provide for uncertificated Rights in addition to or in place of Rights evidenced by Right
Certificates. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;5. Countersignature and Registration. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(a) The Right Certificates shall be executed on behalf of the Company by its Chair or Vice Chair of the Board of Directors, its Chief Executive
Officer, President or any Vice President and by its Treasurer, any Assistant Treasurer, Secretary or any Assistant Secretary, either manually or by electronic signature, and shall have affixed thereto the Company&#146;s seal which shall be attested
to by the Secretary or any Assistant Secretary of the Company, either manually or by electronic signature. The Right Certificates shall be countersigned, either manually or by electronic signature, by an authorized signatory of the Rights Agent and
shall not be valid for any purpose unless so countersigned, and such countersignature upon any Right Certificate shall be conclusive evidence, and the only evidence, that such Right Certificate has been duly countersigned as required hereunder. In
case any officer of the Company who shall have signed any of the Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates,
nevertheless, may be countersigned by an authorized signatory of the Rights Agent, and issued and delivered by the Company with the same force and effect as though the person who signed such Right Certificates had not ceased to be such officer of
the Company; and any Right Certificates may be signed on behalf of the Company by any person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the
date of the execution of this Rights Agreement any such person was not such an officer. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(b) Following the Distribution Date, the Rights
Agent will keep or cause to be kept, at one of its offices designated as the appropriate place for surrender of Right Certificates upon exercise or transfer, books for registration and transfer of the Right Certificates issued hereunder. Such books
shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates and the date of each of the Right Certificates. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;6. Transfer, Split Up, Combination and Exchange of Right Certificates; Mutilated, Destroyed, Lost or Stolen Right Certificates.
</P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(a) Subject to the provisions of Section&nbsp;4(b), Section&nbsp;7(e) and Section&nbsp;14
hereof, at any time after the Close of Business on the Distribution Date, and at or prior to the Close of Business on the Expiration Date, any Right Certificate or Certificates may be transferred, split up, combined or exchanged for another Right
Certificate or Certificates, entitling the registered holder to purchase a like number of one <FONT STYLE="white-space:nowrap">ten-thousandths</FONT> of a share of Preferred Stock (or following a Triggering Event, Common Stock of the Company, cash,
property, debt securities, Preferred Stock or any combination thereof, including any such securities, cash or property following a Section&nbsp;13 Event) as the Right Certificate or Certificates surrendered then entitled such holder to purchase and
at the same Exercise Price. Any registered holder desiring to transfer, split up, combine or exchange any Right Certificate shall make such request in writing delivered to the Rights Agent, and shall surrender the Right Certificate or Certificates
to be transferred, split up, combined or exchanged, with the form of assignment and certificate duly executed, at the office or offices of the Rights Agent designated for such purpose. Neither the Rights Agent nor the Company shall be obligated to
take any action whatsoever with respect to the transfer of any such surrendered Right Certificate until the registered holder shall have completed and signed the certificate contained in the form of assignment on the reverse side of such Right
Certificate and shall have provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the Company shall reasonably request. Thereupon the Rights Agent shall, subject
to Section&nbsp;4(b), Section&nbsp;7(e) and Section&nbsp;14 hereof, countersign and deliver to the Person entitled thereto a Right Certificate or Certificates, as the case may be, as so requested. The Company may require payment by the registered
holder of a Right Certificate, of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer, split up, combination or exchange of Right Certificates. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(b) Upon receipt by the Company and the Rights Agent of evidence reasonably satisfactory to them of the loss, theft, destruction or mutilation
of a Right Certificate, and, in case of loss, theft or destruction, of indemnity or security satisfactory to them, and reimbursement to the Company and the Rights Agent of all reasonable expenses incidental thereto, and upon surrender to the Rights
Agent and cancellation of the Right Certificate, if mutilated, the Company will execute and deliver a new Right Certificate of like tenor to the Rights Agent for countersignature and delivery to the registered owner in lieu of the Right Certificate
so lost, stolen, destroyed or mutilated. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;7. Exercise of Rights; Exercise Price; Expiration Date of Rights. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(a) Subject to Section&nbsp;7(e) hereof, the registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as
otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent
at the office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Exercise Price for the total number of one <FONT STYLE="white-space:nowrap">ten-thousandths</FONT> of a share of Preferred Stock (or
other securities, cash or other assets, as the case may be) as to which such surrendered Rights are then exercised, at or prior to the earliest of (i)&nbsp;the Close of Business on March&nbsp;16, 2024 (the &#147;<U>Final Expiration Date</U>&#148;),
(ii) the time at which the Rights are redeemed as provided in Section&nbsp;23 hereof (the &#147;<U>Redemption Date</U>&#148;), (iii)&nbsp;the time at which such Rights are exchanged as provided in Section&nbsp;24 hereof (the &#147;<U>Exchange
Date</U>&#148;), or (iv)&nbsp;the Close of Business on the first day after the Company&#146;s 2023 meeting of stockholders (including any adjournments or postponement thereof) if Stockholder Approval has not been obtained on or prior to such date
(the &#147;<U>Early Expiration Date</U>&#148;) (the earliest of (i), (ii), (iii), or (iv)&nbsp;being herein referred to as the &#147;<U>Expiration Date</U>&#148;). Except as set forth in Section&nbsp;7(e) hereof and notwithstanding any other
provision of this Agreement, any Person who prior to the Distribution Date becomes a record holder of shares of Common Stock or Series A Preferred Stock of the Company may exercise all of the rights of a registered holder of a Right Certificate with
respect to the Rights associated with such shares of Common Stock or Series A Preferred Stock of the Company in accordance with the provisions of this Agreement, as of the date such Person becomes a record holder of shares of Common Stock or Series
A Preferred Stock of the Company. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(b) The Exercise Price for each one <FONT STYLE="white-space:nowrap">ten-thousandth</FONT>
of a share of Preferred Stock pursuant to the exercise of a Right shall initially be $32.00. The Exercise Price shall be subject to adjustment from time to time as provided in Section&nbsp;11 and Section&nbsp;13 hereof and shall be payable in lawful
money of the United States of America in accordance with Section&nbsp;7(c) below. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(c) As promptly as practicable following the
Distribution Date, the Company shall deposit with a corporation, trust, bank or similar institution in good standing organized under the laws of the United States or any State of the United States, which is authorized under such laws to exercise
corporate trust or stock transfer powers and is subject to supervision or examination by a federal or state authority (such institution is hereinafter referred to as the &#147;<U>Depositary Agent</U>&#148;), certificates representing the shares of
Preferred Stock that may be acquired upon exercise of the Rights and the Company shall cause such Depositary Agent to enter into an agreement pursuant to which the Depositary Agent shall issue receipts representing interests in the shares of
Preferred Stock so deposited. Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase and the certificate on the reverse side thereof duly executed, accompanied by payment of the Exercise Price for
the shares to be purchased and an amount equal to any applicable transfer tax (as determined by the Rights Agent) by certified check or bank draft payable to the order of the Company or by money order, the Rights Agent shall, subject to
Section&nbsp;20(k) and Section&nbsp;14(b) hereof, thereupon promptly (i)&nbsp;requisition from the Depositary Agent (or make available, if the Rights Agent is the Depositary Agent) depositary receipts or certificates for the number of one <FONT
STYLE="white-space:nowrap">ten-thousandths</FONT> of a share of Preferred Stock to be purchased and the Company hereby irrevocably authorizes the Depositary Agent to comply with all such requests, (ii)&nbsp;when appropriate, requisition from the
Company the amount of cash, if any, to be paid in lieu of issuance of fractional shares in accordance with Section&nbsp;14 hereof, (iii)&nbsp;promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or
upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder and (iv)&nbsp;when appropriate, after receipt of each certificate or depositary receipts promptly deliver such
cash to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue other securities (including Common Stock of the Company) of the Company, pay cash or distribute other property pursuant
to Section&nbsp;11(a) hereof, the Company will make all arrangements necessary so that such other securities, cash or other property are available for distribution by the Rights Agent, if and when appropriate. The payment of the Exercise Price may
be made by certified or bank check payable to the order of the Company, or by money order or wire transfer of immediately available funds to the account of the Company (provided that notice of such wire transfer shall be given by the holder of the
related Right to the Rights Agent). </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(d) In case the registered holder of any Right Certificate shall exercise less than all the
Rights evidenced thereby, a new Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent and delivered to the registered holder of such Right Certificate or to his or her duly authorized
assigns, subject to the provisions of Section&nbsp;14 hereof. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(e) Notwithstanding anything in this Agreement to the contrary, from and
after the first occurrence of a Section&nbsp;11(a)(ii) Event or Section&nbsp;13 Event, any Rights Beneficially Owned by (i)&nbsp;an Acquiring Person or any Associate or Affiliate of an Acquiring Person, (ii)&nbsp;a transferee of an Acquiring Person
(or of any Associate or Affiliate of an Acquiring Person) who becomes a transferee after the Acquiring Person becomes such or (iii)&nbsp;a transferee of an Acquiring Person (or of any Associate or Affiliate of an Acquiring Person) who becomes a
transferee prior to or concurrently with the Acquiring Person becoming such and receives such Rights pursuant to either (A)&nbsp;a transfer (whether or not for consideration) from the Acquiring Person to holders of equity interests in such Acquiring
Person or to any Person with whom the Acquiring Person has any continuing agreement, arrangement or understanding (whether or not in writing) regarding the transferred Rights, the shares of Common Stock of the Company associated with such Rights or
the Company, or (B)&nbsp;a transfer which the Board of Directors of the Company has determined is part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of this Section&nbsp;7(e), shall be null and void
without any further action and no holder of such Rights shall have any rights whatsoever with respect to such Rights, whether under any provision of this Agreement or otherwise. The Company shall use all reasonable efforts to ensure that the
provisions of this Section&nbsp;7(e) and Section&nbsp;4(b) hereof are complied with, but shall have no liability to any holder of Right Certificates or other Person as a result of its failure to make any determinations with respect to an Acquiring
Person or any Affiliates or Associates of an Acquiring Person or any transferee of any of them hereunder. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(f) Notwithstanding anything in
this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder of Rights upon the occurrence of any purported exercise as set forth in this Section&nbsp;7
unless such registered holder shall have (i)&nbsp;completed and signed the certificate contained in the form of election to purchase set forth on the reverse side of the Right Certificate surrendered for such exercise, and (ii)&nbsp;provided such
additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the Company shall reasonably request. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;8. Cancellation and Destruction of Right Certificates. All Right Certificates surrendered for the purpose of exercise, transfer,
split up, combination or exchange shall, if surrendered to the Company or any of its agents, be delivered to the Rights Agent for cancellation or in canceled form, or, if surrendered to the Rights Agent, shall be canceled by it, and no Right
Certificates shall be issued in lieu thereof except as expressly permitted by any of the provisions of this Agreement. The Company shall deliver to the Rights Agent for cancellation and retirement, and the Rights Agent shall so cancel and retire,
any other Right Certificate purchased or acquired by the Company otherwise than upon the exercise thereof. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">19 </P>

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Subject to applicable law and regulation, the Rights Agent shall maintain in a retrievable database electronic records of all cancelled or destroyed stock certificates which have been canceled 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.&nbsp;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 Right Certificates cancelled or destroyed by the Rights Agent.</P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;9. Reservation and Availability of Preferred Stock. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of
Preferred Stock or any authorized and issued shares of Preferred Stock held in its treasury, the number of shares of Preferred Stock that will be sufficient to permit the exercise in full of all outstanding and exercisable Rights. Upon the
occurrence of any events resulting in an increase in the aggregate number of shares of Preferred Stock issuable upon exercise of all outstanding Rights in excess of the number then reserved, the Company shall make appropriate increases in the number
of shares so reserved. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(b) The Company shall use its reasonable best efforts to cause, from and after such time as the Rights become
exercisable, all shares of Preferred Stock issued or reserved for issuance to be listed, upon official notice of issuance, upon the principal national securities exchange, if any, upon which the Common Stock of the Company is listed or, if the
principal market for the Common Stock of the Company is not on any national securities exchange, to be eligible for quotation on such system as the Common Stock is then quoted. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(c) The Company shall use its reasonable best efforts to (i)&nbsp;file, as soon as practicable following the earliest date after the occurrence
of a Section&nbsp;11(a)(ii) Event on which the consideration to be delivered by the Company upon exercise of the Rights has been determined in accordance with Section&nbsp;11(a)(iii) hereof, or as soon as required by law following the Distribution
Date, as the case may be, a registration statement under the Securities Act of 1933, as amended (the &#147;<U>Securities Act</U>&#148;), with respect to the securities purchasable upon exercise of the Rights on an appropriate form, (ii)&nbsp;cause
such registration statement to become effective as soon as practicable after such filing and (iii)&nbsp;cause such registration statement to remain effective (with a prospectus that at all times meets the requirements of the Securities Act) until
the earlier of (A)&nbsp;the date as of which the Rights are no longer exercisable for such securities or (B)&nbsp;the Expiration Date. The Company will also take such action as may be appropriate under, and which will ensure compliance with, the
securities or &#147;blue sky&#148; laws of the various states in connection with the exercisability of the Rights. The Company may temporarily suspend, for a period of time not to exceed ninety (90)&nbsp;days after the date determined in accordance
with the provisions of the first sentence of this Section&nbsp;9(c), the exercisability of the Rights in order to prepare and file such registration statement and permit it to become effective. Upon such suspension, the Company shall issue a public
announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect, in each case with prompt written notice to the Rights Agent.
Notwithstanding any such provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction unless the requisite qualification in such jurisdiction shall have been obtained. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(d) The Company covenants and agrees that it will take all such action as may be necessary
to ensure that all shares of Preferred Stock delivered upon the exercise of the Rights shall, at the time of delivery of the certificates or depositary receipts for such shares (subject to payment of the Exercise Price), be duly and validly
authorized and issued and fully paid and nonassessable. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(e) The Company further covenants and agrees that it will pay when due and
payable any and all federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Right Certificates or of any certificates for shares of Preferred Stock and/or other property upon the exercise of
Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Right Certificates or the issuance or delivery of other securities or property to a person other than, or in
respect of the issuance or delivery of securities or other property in a name other than that of, the registered holder of the Right Certificates evidencing Rights surrendered for exercise or to issue or deliver any certificates for securities or
other property in a name other than that of the registered holder upon the exercise of any Rights until such tax shall have been paid (any such tax being payable by the holder of such Right Certificate at the time of surrender) or until it has been
established to the Company&#146;s satisfaction that no such tax is due. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;10. Preferred Stock Record Date. Each Person in
whose name any certificate for Preferred Stock or other securities (including any fraction of a share of Preferred Stock or such other securities) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of
record of the shares of Preferred Stock or such other securities represented thereby on, and such certificate shall be dated, the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the Exercise Price
(and any applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the transfer books of the Company for the Preferred Stock or such other securities, as applicable, are closed, such
person shall be deemed to have become the record holder of such shares of Preferred Stock or such other securities on, and such certificate shall be dated, the next succeeding Business Day on which the transfer books of the Company are open; and
further provided, however, that if delivery of shares of Preferred Stock or such other securities is delayed pursuant to Section&nbsp;9(c), such Person shall be deemed to have become the record holder of such shares of Preferred Stock or such other
securities only when such shares or such other securities first become deliverable. Prior to the exercise of the Right evidenced thereby, the holder of a Right Certificate shall not be entitled to any rights of a stockholder of the Company with
respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any
proceedings of the Company, except as provided herein. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;11. Adjustment of Exercise Price, Number and Kind of Shares or Number
of Rights. The Exercise Price, the number and kind of shares covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section&nbsp;11. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(a) (i) In the event the Company shall at any time after the date of this Agreement
(A)&nbsp;declare a dividend on the Preferred Stock payable in shares of Preferred Stock, (B)&nbsp;subdivide the outstanding Preferred Stock, (C)&nbsp;combine the outstanding Preferred Stock into a smaller number of shares or (D)&nbsp;issue, change
or alter any shares of its capital stock in a reclassification or recapitalization of the Preferred Stock (including any such reclassification or recapitalization in connection with a consolidation or merger in which the Company is the continuing or
surviving Person), except as otherwise provided in this Section&nbsp;11(a) and Section&nbsp;7(e) hereof, the Exercise Price in effect at the time of the record date for such dividend or the effective time of such subdivision, combination,
reclassification or recapitalization, and the number and kind of shares of capital stock issuable on such date or at such time, shall be proportionately adjusted so that the holder of any Right exercised after such time shall be entitled to receive
the aggregate number and kind of shares of capital stock which, if such Right had been exercised immediately prior to such date and at a time when the Preferred Stock transfer books of the Company were open, such holder would have owned upon such
exercise and been entitled to receive by virtue of such dividend, subdivision, combination, reclassification or recapitalization; <U>provided</U>, <U>however</U>, that in no event shall the consideration to be paid upon the exercise of a Right be
less than the aggregate par value of the shares of capital stock of the Company issuable upon exercise of a Right. If an event occurs which would require an adjustment under both Section&nbsp;11(a)(i) and Section&nbsp;11(a)(ii) hereof, the
adjustment provided for in this Section&nbsp;11(a)(i) shall be in addition to, and shall be made prior to, any adjustment required pursuant to Section&nbsp;11(a)(ii) hereof. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:9%; font-size:10pt; font-family:Times New Roman">(ii) Subject to the provisions of Section&nbsp;24 hereof, in the event any Person, alone or together with its Affiliates and
Associates, shall become an Acquiring Person, then, promptly following any such occurrence (a &#147;<U>Section</U><U></U><U>&nbsp;11(a)(ii) Event</U>&#148;), proper provision shall be made so that each holder of a Right, except as provided in
Section&nbsp;7(e) hereof, shall thereafter have a right to receive, upon exercise thereof at the then current Exercise Price in accordance with the terms of this Agreement, in lieu of a number of one
<FONT STYLE="white-space:nowrap">ten-thousandths</FONT> of a share of Preferred Stock, such number of shares of Common Stock of the Company as shall equal the result obtained by (x)&nbsp;multiplying the then current Exercise Price by the then number
of one <FONT STYLE="white-space:nowrap">ten-thousandths</FONT> of a share of Preferred Stock for which a Right was exercisable immediately prior to the first occurrence of a Section&nbsp;11(a)(ii) Event, whether or not such Right was then
exercisable, and dividing that product by (y)&nbsp;50% of the Fair Market Value per share of Common Stock of the Company (determined pursuant to Section&nbsp;11(d)) on the date of the occurrence of a Section&nbsp;11(a)(ii) Event (such number of
shares being referred to as the &#147;<U>Adjustment Shares</U>&#148;). </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4%; text-indent:9%; font-size:10pt; font-family:Times New Roman">(iii) In lieu of issuing any shares of Common Stock of the Company in
accordance with Section&nbsp;11(a)(ii) hereof, the Company, acting by or pursuant to a resolution of the Board of Directors of the Company, may, and in the event that the number of shares of Common Stock of the Company which are authorized by the
Company&#146;s Certificate of Incorporation but not outstanding or reserved for issuance for purposes other than upon exercise of the Rights is not sufficient to permit the exercise in full of the Rights in accordance with the foregoing subparagraph
(ii)&nbsp;of this Section&nbsp;11(a), the Company, acting by or pursuant to a resolution of the Board of Directors of the Company, shall: (A)&nbsp;determine the excess of (X)&nbsp;the Fair Market Value of the Adjustment Shares issuable upon the
exercise of a Right (the &#147;<U>Current Value</U>&#148;) over (Y)&nbsp;the Exercise Price attributable to each Right (such excess being referred to as the &#147;<U>Spread</U>&#148;) and (B)&nbsp;with respect to all or a portion of each Right
(subject to Section&nbsp;7(e) hereof), make adequate provision to substitute for the Adjustment Shares, upon payment of the applicable Exercise Price, (1)&nbsp;Common Stock of the Company or equity securities, if any, of the Company other than
Common Stock of the Company (including, without limitation, shares, or units of shares, of Preferred Stock that the Board of Directors of the Company has determined to have the same value as shares of Common Stock of the Company (such shares of
Preferred Stock being referred to herein as &#147;<U>Common Stock Equivalents</U>&#148;)), (2) cash, (3)&nbsp;a reduction in the Exercise Price, (4)&nbsp;Preferred Stock Equivalents which the Board of Directors of the Company has deemed to have the
same value as shares of Common Stock of the Company, (5)&nbsp;debt securities of the Company, (6)&nbsp;other assets or securities of the Company or (7)&nbsp;any combination of the foregoing, having an aggregate value equal to the Current Value,
where such aggregate value has been determined by the Board of Directors of the Company after receiving the advice of a nationally recognized investment banking firm selected by the Board of Directors of the Company; <U>provided</U>, <U>however</U>,
that if the Company shall not have made adequate provision to deliver value pursuant to clause (B)&nbsp;above within thirty (30)&nbsp;days following the later of (x)&nbsp;the first occurrence of a Section&nbsp;11(a)(ii) Event and (y)&nbsp;the date
on which the Company&#146;s right of redemption pursuant to Section&nbsp;23(a) expires (the later of (x)&nbsp;and (y) being referred to herein as the &#147;<U>Section</U><U></U><U>&nbsp;11(a)(ii) Trigger Date</U>&#148;), then the Company shall be
obligated to deliver, upon the surrender for exercise of a Right and without requiring payment of the Exercise Price, shares of Common Stock of the Company (to the extent available) and then, if necessary, cash, which shares and/or cash have an
aggregate value equal to the Spread. If the Board of Directors of the Company shall determine in good faith that it is likely that sufficient additional shares of Common Stock of the Company could be authorized for issuance upon exercise in full of
the Rights, the <FONT STYLE="white-space:nowrap">30-day</FONT> period set forth above may be extended to the extent necessary, but not more than ninety (90)&nbsp;days after the Section&nbsp;11(a)(ii) 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, being referred to herein as the &#147;<U>Substitution Period</U>&#148;). To the extent that the Company determines that some action need be
taken pursuant to the first and/or second sentences of this Section&nbsp;11(a)(iii), the Company (x)&nbsp;shall provide, subject to Section&nbsp;7(e) hereof, that such action shall apply uniformly to all outstanding Rights and (y)&nbsp;may suspend
the exercisability of the Rights until the expiration of the Substitution Period in order to seek any authorization of additional shares and/or to decide the appropriate form of distribution to be made pursuant to such first sentence and to
determine the value thereof. In the event of any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended and a public announcement at such time as the suspension is
no longer in effect. For purposes of this Section&nbsp;11(a)(iii), the value of the Common Stock of the Company and of the Preferred Stock shall be the Fair Market Value (as determined pursuant to Section&nbsp;11(d) hereof) per share of the Common
Stock of the Company and the Preferred Stock, respectively, on the Section&nbsp;11(a)(ii) Trigger Date, the value of any Common Stock Equivalent shall be deemed to have the same value as the Common Stock of the Company on such date and the value of
any Preferred Stock Equivalent shall be deemed to have the same value as the Preferred Stock on such date. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(b) If the Company shall fix a record date for the issuance of rights, options or warrants
to all holders of Preferred Stock entitling them (for a period expiring within forty-five (45)&nbsp;calendar days after such record date) to subscribe for or purchase Preferred Stock (or securities having the same or more favorable rights,
privileges and preferences as the shares of Preferred Stock (&#147;<U>Preferred Stock Equivalents</U>&#148;)) or securities convertible into Preferred Stock or Preferred Stock Equivalents at a price per share of Preferred Stock or per share of
Preferred Stock Equivalents (or having a conversion price per share, if a security convertible into Preferred Stock or Preferred Stock Equivalents) less than the Fair Market Value (as determined pursuant to Section&nbsp;11(d) hereof) per share of
Preferred Stock on such record date, the Exercise Price to be in effect after such record date shall be determined by multiplying the Exercise Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the
number of shares of Preferred Stock outstanding on such record date, plus the number of shares of Preferred Stock which the aggregate offering price of the total number of shares of Preferred Stock and/or Preferred Stock Equivalents to be offered
(and the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such Fair Market Value and the denominator of which shall be the number of shares of Preferred Stock outstanding on such record date, plus
the number of additional shares of Preferred Stock and Preferred Stock Equivalents to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible); <U>provided</U>, <U>however</U>,
that in no event shall the consideration to be paid upon the exercise of a Right be less than the aggregate par value of the shares of stock of the Company issuable upon exercise of a Right. In case such subscription price may be paid in a
consideration part or all of which shall be in a form other than cash, the value of such consideration shall be the Fair Market Value thereof determined in accordance with Section&nbsp;11(d) hereof. Shares of Preferred Stock owned by or held for the
account of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such rights or warrants are not so issued, the
Exercise Price shall be adjusted to be the Exercise Price which would then be in effect if such record date had not been fixed. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(c) If
the Company shall fix a record date for the making of a distribution to all holders of Preferred Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the continuing or surviving
corporation), of evidences of indebtedness, cash (other than a regular periodic cash dividend out of the earnings or retained earnings of the Company), assets (other than a dividend payable in Preferred Stock, but including any dividend payable in
stock other than Preferred Stock) or convertible securities, subscription rights or warrants (excluding those referred to in Section&nbsp;11(b)), the Exercise Price to be in effect after such record date shall be determined by multiplying the
Exercise Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the Fair Market Value (as determined pursuant to Section&nbsp;11(d) hereof) per one <FONT STYLE="white-space:nowrap">ten-thousandth</FONT>
of a share of Preferred Stock on such record date, less the Fair Market Value (as determined pursuant to Section&nbsp;11(d) hereof) of the portion of the cash, assets or evidences of indebtedness so to be distributed or of such convertible
securities, subscription rights or warrants applicable to one <FONT STYLE="white-space:nowrap">ten-thousandth</FONT> of a share of Preferred Stock and the denominator of which shall be the Fair Market Value (as determined pursuant to
Section&nbsp;11(d) hereof) per one <FONT STYLE="white-space:nowrap">ten-thousandth</FONT> of a share of Preferred Stock; <U>provided</U>, <U>however</U>, that in no event shall the consideration to be paid upon the exercise of a Right be less than
the aggregate par value of the shares of stock of the Company issuable upon exercise of a Right. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such distribution is not so made, the Exercise
Price shall again be adjusted to be the Exercise Price which would be in effect if such record date had not been fixed. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(d) For the purpose of this Agreement, the &#147;<U>Fair Market Value</U>&#148; of any share
of Preferred Stock, Common Stock or any other stock or any Right or other security or any other property shall be determined as provided in this Section&nbsp;11(d). </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:9%; font-size:10pt; font-family:Times New Roman">(i) In the case of a publicly-traded stock or other security, the Fair Market Value on any date shall be deemed to be the
average of the daily closing prices per share of such stock or per unit of such other security for the thirty (30)&nbsp;consecutive Trading Days (as such term is hereinafter defined) immediately prior to such date; <U>provided</U>, <U>however</U>,
that in the event that the Fair Market Value per share of any share of stock is determined during a period following the announcement by the issuer of such stock of (x)&nbsp;a dividend or distribution on such stock payable in shares of such stock or
securities convertible into shares of such stock or (y)&nbsp;any subdivision, combination or reclassification of such stock, and prior to the expiration of the 30 Trading Day period after the <FONT STYLE="white-space:nowrap">ex-dividend</FONT> date
for such dividend or distribution, or the record date for such subdivision, combination or reclassification, then, and in each such case, the Fair Market Value shall be properly adjusted to take into account
<FONT STYLE="white-space:nowrap">ex-dividend</FONT> trading. The closing price for each day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in
either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the securities are not listed or admitted to trading on the New York
Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which such security is listed or admitted to trading; or, if not listed or
admitted to trading on any national securities exchange, the last quoted price (or, if not so quoted, the average of the last quoted high bid and low asked prices) in the
<FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">over-the-counter</FONT></FONT> market, as reported by the OTC Bulletin Board, the Pink Sheets or such other system then in use; or, if on any such date no bids for such security are
quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in such security selected by the Board of Directors of the Company. If on any such date no market maker is
making a market in such security, the Fair Market Value of such security on such date shall be determined reasonably and with utmost good faith to the holders of the Rights by the Board of Directors of the Company; <U>provided</U>, <U>however</U>,
that if at the time of such determination there is an Acquiring Person, the Fair Market Value of such security on such date shall be determined by a nationally recognized investment banking firm selected by the Board of Directors of the Company,
which determination shall be described in a statement filed with the Rights Agent and shall be binding on the Rights Agent and the holders of the Rights. The term &#147;<U>Trading Day</U>&#148; shall mean a day on which the principal national
securities exchange on which such security is listed or admitted to trading is open for the transaction of business or, if such security is not listed or admitted to trading on any national securities exchange, a Business Day. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4%; text-indent:9%; font-size:10pt; font-family:Times New Roman">(ii) If a security is not publicly held or not so listed or traded,
&#147;<U>Fair Market Value</U>&#148; shall mean the fair value per share of stock or per other unit of such security, determined reasonably and in good faith to the holders of the Rights by the Board of Directors of the Company; <U>provided</U>,
<U>however</U>, that if at the time of such determination there is an Acquiring Person, the Fair Market Value of such security on such date shall be determined by a nationally recognized investment banking firm selected by the Board of Directors of
the Company, which determination shall be described in a statement filed with the Rights Agent and shall be binding on the Rights Agent and the holders of the Rights; <U>provided</U>, <U>however</U>, that for the purposes of making any adjustment
provided for by Section&nbsp;11(a)(ii) hereof, the Fair Market Value of a share of Preferred Stock shall not be less than the product of the then Fair Market Value of a share of Common Stock multiplied by the higher of the then Dividend Multiple or
Vote Multiple (as both of such terms are defined in the Certificate of Designations attached as <U>Exhibit A</U> hereto) applicable to the Preferred Stock and shall not exceed 105% of the product of the then Fair Market Value of a share of Common
Stock multiplied by the higher of the then Dividend Multiple or Vote Multiple applicable to the Preferred Stock. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:9%; font-size:10pt; font-family:Times New Roman">(iii) In
the case of property other than securities, the Fair Market Value thereof shall be determined reasonably and in good faith to the holders of Rights by the Board of Directors of the Company; <U>provided</U>, <U>however</U>, that if at the time of
such determination there is an Acquiring Person, the Fair Market Value of such property on such date shall be determined by a nationally recognized investment banking firm selected by the Board of Directors of the Company, which determination shall
be described in a statement filed with the Rights Agent and shall be binding upon the Rights Agent and the holders of the Rights. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(e)
Anything herein to the contrary notwithstanding, no adjustment in the Exercise Price shall be required unless such adjustment would require an increase or decrease of at least 1.0% in the Exercise Price; <U>provided</U>, <U>however</U>, that any
adjustments which by reason of this Section&nbsp;11(e) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Section&nbsp;11 shall be made to the nearest cent or to the
nearest <FONT STYLE="white-space:nowrap">one-millionth</FONT> of a share of Common Stock of the Company or hundred-millionth of a share of Preferred Stock, as the case may be, or to such other figure as the Board of Directors of the Company may deem
appropriate. Notwithstanding the first sentence of this Section&nbsp;11(e), any adjustment required by this Section&nbsp;11 shall be made no later than the earlier of (i)&nbsp;three (3) years from the date of the transaction which mandates such
adjustment or (ii)&nbsp;the Expiration Date. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(f) If as a result of any provision of Section&nbsp;11(a) or Section&nbsp;13(a) hereof, the
holder of any Right thereafter exercised shall become entitled to receive any shares of capital stock of the Company other than Preferred Stock, thereafter the number of such other shares so receivable upon exercise of any Right shall be subject to
adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Preferred Stock contained in Section&nbsp;11(a), (b), (c), (d), (e), (g) through (k)&nbsp;and (m), inclusive, and the
provisions of Sections&nbsp;7, 9, 10, 13 and 14 hereof with respect to the Preferred Stock shall apply on like terms to any such other shares. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(g) All Rights originally issued by the Company subsequent to any adjustment made to the
Exercise Price hereunder shall evidence the right to purchase, at the adjusted Exercise Price, the number of one <FONT STYLE="white-space:nowrap">ten-thousandths</FONT> of a share of Preferred Stock (or other securities or amount of cash or
combination thereof) purchasable from time to time hereunder upon exercise of the Rights, all subject to further adjustment as provided herein. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(h) Unless the Company shall have exercised its election as provided in Section&nbsp;11(i), upon each adjustment of the Exercise Price as a
result of the calculations made in Section&nbsp;11(b) and (c), each Right outstanding immediately prior to the making of such adjustment shall thereafter evidence the right to purchase, at the adjusted Exercise Price, that number of one <FONT
STYLE="white-space:nowrap">ten-thousandths</FONT> of a share of Preferred Stock (calculated to the nearest hundred-millionth) as the Board of Directors of the Company determines is appropriate to preserve the economic value of the Rights, including,
by way of example, that number obtained by (i)&nbsp;multiplying (x) the number of one <FONT STYLE="white-space:nowrap">ten-thousandths</FONT> of a share of Preferred Stock for which a Right may be exercisable immediately prior to this adjustment by
(y)&nbsp;the Exercise Price in effect immediately prior to such adjustment of the Exercise Price and (ii)&nbsp;dividing the product so obtained by the Exercise Price in effect immediately after such adjustment of the Exercise Price. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(i) The Company may elect on or after the date of any adjustment of the Exercise Price to adjust the number of Rights, in substitution for any
adjustment in the number of shares of Preferred Stock purchasable upon the exercise of a Right. Each of the Rights outstanding after the adjustment in the number of Rights shall be exercisable for the number of one
<FONT STYLE="white-space:nowrap">ten-thousandths</FONT> of a share of Preferred Stock for which a Right was exercisable immediately prior to such adjustment. Each Right held of record prior to such adjustment of the number of Rights shall become
that number of Rights (calculated to the nearest <FONT STYLE="white-space:nowrap">one-millionth)</FONT> obtained by dividing the Exercise Price in effect immediately prior to adjustment of the Exercise Price by the Exercise Price in effect
immediately after adjustment of the Exercise Price. The Company shall make a public announcement of its election to adjust the number of Rights, indicating the record date for the adjustment, and, if known at the time, the amount of the adjustment
to be made. This record date may be the date on which the Exercise Price is adjusted or any day thereafter, but, if the Right Certificates have been issued, shall be at least ten (10)&nbsp;days later than the date of the public announcement. If
Right Certificates have been issued, upon each adjustment of the number of Rights pursuant to this Section&nbsp;11(i), the Company shall, as promptly as practicable, cause to be distributed to holders of record of Right Certificates on such record
date Right Certificates evidencing, subject to Section&nbsp;14 hereof, the additional Rights to which such holders shall be entitled as a result of such adjustment, or, at the option of the Company, shall cause to be distributed to such holders of
record in substitution and replacement for the Right Certificates held by such holders prior to the date of adjustment, and upon surrender thereof, if required by the Company, new Right Certificates evidencing all the Rights to which such holders
shall be entitled after such adjustment. Right Certificates so to be distributed shall be issued, executed and countersigned in the manner provided for herein (and may bear, at the option of the Company, the adjusted Exercise Price) and shall be
registered in the names of the holders of record of Right Certificates on the record date specified in the public announcement. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(j)
Irrespective of any adjustment or change in the Exercise Price or the number of one <FONT STYLE="white-space:nowrap">ten-thousandths</FONT> of a share of Preferred Stock issuable upon the exercise of the Rights, the Right Certificates theretofore
and thereafter issued may continue to express the Exercise Price per share and the number of shares which were expressed in the initial Right Certificates issued hereunder without prejudice to any adjustment or change. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(k) Before taking any action that would cause an adjustment reducing the Exercise Price
below the then stated value, if any, of the number of one <FONT STYLE="white-space:nowrap">ten-thousandths</FONT> of a share of Preferred Stock issuable upon exercise of the Rights, the Company shall take any corporate action which may, in the
opinion of its counsel, be necessary in order that the Company may validly and legally issue fully paid and nonassessable shares of Preferred Stock at such adjusted Exercise Price. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(l) In any case in which this Section&nbsp;11 shall require that an adjustment in the Exercise Price be made effective as of a record date for
a specified event, the Company may elect to defer until the occurrence of such event the issuing to the holder of any Right exercised after such record date the number of one <FONT STYLE="white-space:nowrap">ten-thousandths</FONT> of a share of
Preferred Stock or other capital stock or securities of the Company, if any, issuable upon such exercise over and above the number of one <FONT STYLE="white-space:nowrap">ten-thousandths</FONT> of a share of Preferred Stock and other capital stock
or securities of the Company, if any, issuable upon such exercise on the basis of the Exercise Price in effect prior to such adjustment; <U>provided</U>, <U>however,</U> that the Company shall deliver to such holder a due bill or other appropriate
instrument evidencing such holder&#146;s right to receive such additional shares upon the occurrence of the event requiring such adjustment. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(m) Anything in this Section&nbsp;11 to the contrary notwithstanding, the Company shall be entitled to make such reductions in the Exercise
Price, in addition to those adjustments expressly required by this Section&nbsp;11, as and to the extent that in its good faith judgment the Board of Directors of the Company shall determine to be advisable in order that any consolidation or
subdivision of the Preferred Stock, issuance wholly for cash of any shares of Preferred Stock at less than the Fair Market Value, issuance wholly for cash of shares of Preferred Stock or securities which by their terms are convertible into or
exchangeable for shares of Preferred Stock, stock dividends or issuance of rights, options or warrants referred to hereinabove in this Section&nbsp;11, hereafter made by the Company to holders of its Preferred Stock, shall not be taxable to such
stockholders. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(n) The Company covenants and agrees that it shall not, at any time after the Distribution Date and so long as the Rights
have not been redeemed pursuant to Section&nbsp;23 hereof or exchanged pursuant to Section&nbsp;24 hereof, (i)&nbsp;consolidate with (other than a Subsidiary of the Company in a transaction that complies with the proviso at the end of this
sentence), (ii) merge with or into, or (iii)&nbsp;sell or transfer (or permit any Subsidiary to sell or transfer), in one transaction or a series of related transactions, assets or earning power aggregating 50% or more of the assets or earning power
of the Company and its Subsidiaries taken as a whole, to any other Person or Persons (other than the Company and/or any of its Subsidiaries in one or more transactions each of which complies with the proviso at the end of this sentence) if
(x)&nbsp;at the time of or immediately after such consolidation, merger or sale there are any rights, warrants or other instruments outstanding or agreements or arrangements in effect which would substantially diminish or otherwise eliminate the
benefits intended to be afforded by the Rights, or (y)&nbsp;prior to, simultaneously with or immediately after such consolidation, merger or sale the stockholders of a Person who constitutes, or would constitute, the &#147;Principal Party&#148; for
the purposes of Section&nbsp;13(a) hereof shall have received a distribution of Rights previously owned by such Person or any of its Affiliates and Associates; <U>provided</U>, <U>however</U>, that, subject to the following sentence, this
Section&nbsp;11(n) shall not affect the ability of any Subsidiary of the Company to consolidate with, or merge with or into, or sell or transfer assets or earning power to, any other Subsidiary of the Company. The Company further covenants and
agrees that after the Distribution Date it will not, except as permitted by Section&nbsp;23, Section&nbsp;24 or Section&nbsp;27 hereof, take (or permit any Subsidiary to take) any action if at the time such action is taken it is reasonably
foreseeable that such action will substantially diminish or otherwise eliminate the benefits intended to be afforded by the Rights. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(o) Notwithstanding anything in this Agreement to the contrary, in the event the Company
shall at any time after the date of this Agreement and prior to the Distribution Date (i)&nbsp;declare or pay any dividend on the outstanding Common Stock of the Company payable in shares of Common Stock of the Company or (ii)&nbsp;effect a
subdivision, combination or consolidation of the outstanding shares of Common Stock of the Company (by reclassification or otherwise than by payment of dividends in shares of Common Stock of the Company) into a greater or lesser number of shares of
Common Stock of the Company, then in any such case (A)&nbsp;the number of one <FONT STYLE="white-space:nowrap">ten-thousandths</FONT> of a share of Preferred Stock purchasable after such event upon proper exercise of each Right shall be determined
by multiplying the number of one <FONT STYLE="white-space:nowrap">ten-thousandths</FONT> of a share of Preferred Stock so purchasable immediately prior to such event by a fraction, the numerator of which is the number of shares of Common Stock of
the Company outstanding immediately prior to such event and the denominator of which is the number of shares of Common Stock of the Company outstanding immediately after such event, and (B)&nbsp;each share of Common Stock of the Company outstanding
immediately after such event shall have issued with respect to it that number of Rights which each share of Common Stock of the Company outstanding immediately prior to such event had issued with respect to it. The adjustments provided for in this
Section&nbsp;11(o) shall be made successively whenever such a dividend is declared or paid or such a subdivision, combination or consolidation is effected. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(p) The exercise of Rights under Section&nbsp;11(a)(ii) shall only result in the loss of rights under Section&nbsp;11(a)(ii) to the extent so
exercised and, unless expressly provided to the contrary elsewhere in this Agreement, such exercise shall not otherwise affect the rights of holders of Right Certificates under this Rights Agreement, including rights to purchase securities of the
Principal Party following a Section&nbsp;13 Event which has occurred or may thereafter occur, as set forth in Section&nbsp;13 hereof. Upon exercise of a Right Certificate under Section&nbsp;11(a)(ii), the Rights Agent shall return such Right
Certificate duly marked to indicate that such exercise has occurred. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;12. Certificate of Adjusted Exercise Price or Number of
Shares. Whenever an adjustment is made as provided in Section&nbsp;11 or Section&nbsp;13 hereof, the Company shall (a)&nbsp;promptly prepare a certificate setting forth such adjustment and a brief statement of the facts accounting for such
adjustment, (b)&nbsp;promptly file with the Rights Agent and with each transfer agent for the Preferred Stock and the Common Stock and Series A Preferred Stock of the Company a copy of such certificate and (c)&nbsp;mail a brief summary thereof to
each holder of a Right Certificate (or, if prior to the Distribution Date, to each holder of a certificate representing shares of Common Stock or Series A Preferred Stock of the Company or Book Entry Shares, as applicable) in accordance with
Section&nbsp;26 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment contained therein and shall not be deemed to have knowledge of any such adjustment unless and until it shall have received
such certificate. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;13. Consolidation, Merger or Sale or Transfer of Assets or Earning Power. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(a) In the event that, following the Stock Acquisition Date, directly or indirectly, (x)&nbsp;the Company shall consolidate with, or merge
with and into, any other Person (other than a Subsidiary of the Company in a transaction which is not prohibited by Section&nbsp;11(n) hereof), and the Company shall not be the continuing or surviving corporation of such consolidation or merger,
(y)&nbsp;any Person (other than a Subsidiary of the Company in a transaction which is not prohibited by the proviso at the end of the first sentence of Section&nbsp;11(n) hereof) shall consolidate with the Company, or merge with and into the Company
and the Company shall be the continuing or surviving corporation of such merger and, in connection with such merger, all or part of the shares of Common Stock of the Company shall be changed into or exchanged for stock or other securities of any
other Person or cash or any other property, or (z)&nbsp;the Company shall sell, mortgage or otherwise transfer (or one or more of its Subsidiaries shall sell, mortgage or otherwise transfer), in one transaction or a series of related transactions,
assets or earning power aggregating 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or any Subsidiary of the Company in one or more
transactions, each of which is not prohibited by the proviso at the end of the first sentence of Section&nbsp;11(n) hereof), then, and in each such case, proper provision shall be made so that: (i)&nbsp;each holder of a Right, except as provided in
Section&nbsp;7(e) hereof, shall have the right to receive, upon the exercise thereof at the then current Exercise Price in accordance with the terms of this Agreement, such number of validly authorized and issued, fully paid and nonassessable shares
of freely tradable Common Stock of the Principal Party (as hereinafter defined in Section&nbsp;13(b)), free and clear of rights of call or first refusal, liens, encumbrances, transfer restrictions or other adverse claims, as shall be equal to the
result obtained by (1)&nbsp;multiplying the then current Exercise Price by the number of one <FONT STYLE="white-space:nowrap">ten-thousandths</FONT> of a share of Preferred Stock for which a Right is exercisable immediately prior to the first
occurrence of a Section&nbsp;13 Event (without taking into account any adjustment previously made pursuant to Section&nbsp;11(a)(ii) or 11(a)(iii) hereof), and dividing that product by (2) 50% of the Fair Market Value (determined pursuant to
Section&nbsp;11(d) hereof) per share of the Common Stock of such Principal Party on the date of consummation of such consolidation, merger, sale or transfer; (ii)&nbsp;such Principal Party shall thereafter be liable for, and shall assume, by virtue
of such consolidation, merger, sale, mortgage or transfer, all the obligations and duties of the Company pursuant to this Agreement; (iii)&nbsp;the term &#147;Company&#148; shall thereafter be deemed to refer to such Principal Party, it being
specifically intended that the provisions of Section&nbsp;11 hereof shall apply to such Principal Party; and (iv)&nbsp;such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its
Common Stock to permit exercise of all outstanding Rights in accordance with this Section&nbsp;13(a) and the making of payments in cash and/or other securities in accordance with Section&nbsp;11(a)(iii) hereof) in connection with such consummation
as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its shares of Common Stock thereafter deliverable upon the exercise of the Rights. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(b) &#147;<U>Principal Party</U>&#148; shall mean: </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:9%; font-size:10pt; font-family:Times New Roman">(i) in the case of any transaction described in clause (x)&nbsp;or (y) of the first sentence of Section&nbsp;13(a), the Person
that is the issuer of any securities into which shares of Common Stock of the Company are converted in such merger or consolidation, or, if there is more than one such issuer, the issuer of Common Stock that has the highest aggregate Fair Market
Value (determined pursuant to Section&nbsp;11(d)), and if no securities are so issued, the Person that is the other party to the merger or consolidation, or, if there is more than one such Person, the Person the Common Stock of which has the highest
aggregate Fair Market Value (determined pursuant to Section&nbsp;11(d)); and </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4%; text-indent:9%; font-size:10pt; font-family:Times New Roman">(ii) in the case of any transaction described in clause (z)&nbsp;of the
first sentence of Section&nbsp;13(a), the Person that is the party receiving the greatest portion of the assets or earning power transferred pursuant to such transaction or transactions, or, if each Person that is a party to such transaction or
transactions receives the same portion of the assets or earning power transferred pursuant to such transaction or transactions or if the Person receiving the largest portion of the assets or earning power cannot be determined, whichever Person the
Common Stock of which has the highest aggregate Fair Market Value (determined pursuant to Section&nbsp;11(d)); </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><U>provided</U>, <U>however</U>, that in
any such case described in clauses (i)&nbsp;or (ii) of Section&nbsp;13(b) hereof, (1)&nbsp;if the Common Stock of such Person is not at such time and has not been continuously over the preceding <FONT STYLE="white-space:nowrap">12-month</FONT>
period registered under Section&nbsp;12 of the Exchange Act (&#147;<U>Registered Common Stock</U>&#148;) or such Person is not a corporation, and such Person is a direct or indirect Subsidiary or Affiliate of another Person who has Registered Common
Stock outstanding, &#147;Principal Party&#148; shall refer to such other Person; (2)&nbsp;if the Common Stock of such Person is not Registered Common Stock or such Person is not a corporation, and such Person is a direct or indirect Subsidiary of
another Person but is not a direct or indirect Subsidiary of another Person which has Registered Common Stock outstanding, &#147;Principal Party&#148; shall refer to the ultimate parent entity of such
<FONT STYLE="white-space:nowrap">first-mentioned</FONT> Person; (3)&nbsp;if the Common Stock of such Person is not Registered Common Stock or such Person is not a corporation, and such Person is directly or indirectly controlled by more than one
Person, and one or more of such other Persons has Registered Common Stock outstanding, &#147;Principal Party&#148; shall refer to whichever of such other Persons is the issuer of the Registered Common Stock having the highest aggregate Fair Market
Value (determined pursuant to Section&nbsp;11(d)); and (4)&nbsp;if the Common Stock of such Person is not Registered Common Stock or such Person is not a corporation, and such Person is directly or indirectly controlled by more than one Person, and
none of such other Persons has Registered Common Stock outstanding, &#147;Principal Party&#148; shall refer to whichever ultimate parent entity is the corporation having the greatest stockholders&#146; equity or, if no such ultimate parent entity is
a corporation, &#147;Principal Party&#148; shall refer to whichever ultimate parent entity is the entity having the greatest net assets. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(c) The Company shall not consummate any such consolidation, merger, sale or transfer unless prior thereto (x)&nbsp;the Principal Party shall
have a sufficient number of authorized shares of its Common Stock, which have not been issued or reserved for issuance, to permit the exercise in full of the Rights in accordance with this Section&nbsp;13, and (y)&nbsp;the Company and each Principal
Party and each other Person who may become a Principal Party as a result of such consolidation, merger, sale or transfer shall have executed and delivered to the Rights Agent a supplemental agreement providing for the terms set forth in
Section&nbsp;13(a) and (b)&nbsp;and further providing that, as soon as practicable after the date of any consolidation, merger, sale or transfer of assets mentioned in Section&nbsp;13(a), the Principal Party at its own expense will: </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4%; text-indent:9%; font-size:10pt; font-family:Times New Roman">(i) prepare and file a registration statement under the Securities Act with
respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, cause such registration statement to become effective as soon as practicable after such filing and cause such registration statement to remain
effective (with a prospectus that at all times meets the requirements of the Securities Act) until the Expiration Date; </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:9%; font-size:10pt; font-family:Times New Roman">(ii) qualify or register the Rights and the securities purchasable upon exercise of the Rights under the blue sky laws of such
jurisdictions as may be necessary or appropriate; </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:9%; font-size:10pt; font-family:Times New Roman">(iii) list (or continue the listing of) the Rights and the securities
purchasable upon exercise of the Rights on a national securities exchange or to meet the eligibility requirements for listing on an automated quotation system or such other system on which the Common Stock of the Company is then traded; and </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:9%; font-size:10pt; font-family:Times New Roman">(iv) deliver to holders of the Rights historical financial statements for the Principal Party and each of its Affiliates which
comply in all respects with the requirements for registration on Form&nbsp;10 under the Exchange Act. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(d) In case the Principal Party
which is to be a party to a transaction referred to in this Section&nbsp;13 has a provision in any of its authorized securities or in its certificate of incorporation or <FONT STYLE="white-space:nowrap">By-Laws</FONT> or other instrument governing
its affairs, which provision would have the effect of (i)&nbsp;causing such Principal Party to issue (other than to holders of Rights pursuant to this Section&nbsp;13), in connection with, or as a consequence of, the consummation of a transaction
referred to in this Section&nbsp;13, shares of Common Stock of such Principal Party at less than the then current Fair Market Value (determined pursuant to Section&nbsp;11(d)) or securities exercisable for, or convertible into, Common Stock of such
Principal Party at less than such Fair Market Value, or (ii)&nbsp;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&nbsp;13, then, in such event, the Company shall not consummate any such transaction unless prior thereto the Company and such Principal Party shall have executed and delivered to the Rights Agent a supplemental agreement providing that the
provision in question of such Principal Party shall have been canceled, waived or amended, or that the authorized securities shall be redeemed, so that the applicable provision will have no effect in connection with, or as a consequence of, the
consummation of the proposed transaction. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The provisions of this Section&nbsp;13 shall similarly apply to successive mergers or
consolidations or sales or other transfers. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;14. Fractional Rights and Fractional Shares. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(a) The Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section&nbsp;11(o)
hereof, or to distribute Right Certificates which evidence fractional Rights. If the Company elects not to issue such fractional Rights, the Company shall pay, in lieu of such fractional Rights, to the registered holders of the Right Certificates
with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the Fair Market Value of a whole Right, as determined pursuant to Section&nbsp;11(d) hereof. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(b) The Company shall not be required to issue fractions of shares of Preferred Stock (other
than fractions which are integral multiples of one <FONT STYLE="white-space:nowrap">ten-thousandth</FONT> 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 <FONT STYLE="white-space:nowrap">ten-thousandth</FONT> of a share of Preferred Stock). In lieu of fractional shares of Preferred Stock that are not integral multiples of one <FONT
STYLE="white-space:nowrap">ten-thousandth</FONT> of a share of Preferred Stock, the Company may pay to the registered holders of Right Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction
of the Fair Market Value of one <FONT STYLE="white-space:nowrap">ten-thousandth</FONT> of a share of Preferred Stock. For purposes of this Section&nbsp;14(b), the Fair Market Value of one <FONT STYLE="white-space:nowrap">ten-thousandth</FONT> of a
share of Preferred Stock shall be determined pursuant to Section&nbsp;11(d) hereof for the Trading Day immediately prior to the date of such exercise. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(c) The holder of a Right by the acceptance of the Rights expressly waives his or her right to receive any fractional Rights or any fractional
shares upon exercise of a Right, except as permitted by this Section&nbsp;14. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;15. Rights of Action. All rights of action in
respect of this Agreement, other than rights of action vested in the Rights Agent pursuant to Sections 18 and 20 hereof, are vested in the respective registered holders of the Right Certificates (or, prior to the Distribution Date, the registered
holders of the Common Stock or Series A Preferred Stock of the Company); and any registered holder of any Right Certificate (or, prior to the Distribution Date, of the Common Stock or Series A Preferred Stock of the Company), without the consent of
the Rights Agent or of the holder of any other Right Certificate (or, prior to the Distribution Date, of the Common Stock or Series A Preferred Stock of the Company), may, in such registered holder&#146;s own behalf and for such registered
holder&#146;s own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company to enforce, or otherwise act in respect of, his or her right to exercise the Right evidenced by such Right Certificate in the
manner provided in such Right Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law
for any breach of this Agreement and shall be entitled to specific performance of the obligations hereunder and injunctive relief against actual or threatened violations of the obligations hereunder of any Person subject to this Agreement. Holders
of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys&#146; fees, incurred by them in any action to enforce the provisions of this Agreement. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;16. Agreement of Right Holders. Every holder of a Right, by accepting the same, consents and agrees with the Company and the
Rights Agent and with every other holder of a Right that: </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(a) prior to the Distribution Date, each Right will be transferable only
simultaneously and together with the transfer of shares of Common Stock or Series A Preferred Stock of the Company; </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(b) after the Distribution Date, the Right Certificates are transferable only on the
registry books of the Rights Agent if surrendered at the office or offices of the Rights Agent designated for such purpose, duly endorsed or accompanied by a proper instrument of transfer; </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(c) subject to Sections 6(a) and 7(f), the Company and the Rights Agent may deem and treat the person in whose name a Right Certificate (or,
prior to the Distribution Date, the associated certificate representing Common Stock or Series A Preferred Stock of the Company or Book Entry Shares, as applicable) is registered as the absolute owner thereof and of the Rights evidenced thereby
(notwithstanding any notations of ownership or writing on the Right Certificates or the associated certificate representing Common Stock or Series A Preferred Stock of the Company or Book Entry Shares, as applicable, made by anyone other than the
Company or the Rights Agent) for all purposes whatsoever, and, subject to the last sentence of Section&nbsp;7(e), neither the Company nor the Rights Agent shall be affected by any notice to the contrary; and </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any
holder of a Right or other Person as the result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction
or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority prohibiting or otherwise restraining performance of such obligations;
<U>provided</U>, <U>however</U>, that the Company must use its best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;17. Right Certificate Holder Not Deemed a Stockholder. No holder, as such, of any Right Certificate shall be entitled to vote,
receive dividends or be deemed for any purpose the holder of the shares of Preferred Stock or any other securities of the Company which may at any time be issuable on the exercise of the Rights represented thereby, nor shall anything contained
herein or in any Right Certificate be construed to confer upon the holder of any Right Certificate, as such, any of the rights of a 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 Section&nbsp;25 hereof), or to receive dividends or
subscription rights, or otherwise, until the Right or Rights evidenced by such Right Certificate shall have been exercised in accordance with the provisions hereof. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;18. Concerning the Rights Agent. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(a) The Company agrees to pay to the Rights Agent such compensation as shall be agreed to in writing between the Company and the Rights Agent
for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and attorney fees and disbursements and other disbursements incurred in the administration and execution of this Agreement and
the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, or expense, incurred without gross negligence, bad faith or willful misconduct on
the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability arising therefrom,
directly or indirectly. The provisions of this Section&nbsp;18(a) shall survive the expiration of the Rights and the termination of this Agreement. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(b) The Rights Agent shall be protected and shall incur no liability for or in respect of
any action taken, suffered or omitted by it in connection with its administration of this Agreement in reliance upon any Right Certificate or certificate representing Common Stock or Series A Preferred Stock of the Company (or registration on the
transfer books of the Company, including, in the case of uncertificated shares, by notation in book entry accounts reflecting ownership), Preferred Stock, or other securities of the Company, instrument of assignment or transfer, power of attorney,
endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document believed by it in good faith and without negligence to be genuine and to be signed and executed by the proper Person or Persons. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(c) The Rights Agent shall not be liable for consequential damages under any provision of this Agreement or for any consequential damages
arising out of any act or failure to act hereunder. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;19. Merger or Consolidation or Change of Name of Rights Agent. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(a) Any corporation into which the Rights Agent or any successor Rights Agent may be merged or with which it may be consolidated, or any
corporation resulting from any merger or consolidation to which the Rights Agent or any successor Rights Agent shall be a party, or any corporation succeeding to the corporate trust or 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, provided that such corporation would be eligible for
appointment as a successor Rights Agent under the provisions of Section&nbsp;21 hereof. In case at the time such successor Rights Agent shall succeed to the agency created by this Agreement, any of the Right Certificates shall have been
countersigned but not delivered, any such successor Rights Agent may adopt the countersignature of the predecessor Rights Agent and deliver such Right Certificates so countersigned; and in case at that time any of the Right Certificates shall not
have been countersigned, any successor Rights Agent may countersign such Right Certificates either in the name of the predecessor or in the name of the successor Rights Agent; and in all such cases such Right Certificates shall have the full force
provided in the Right Certificates and in this Agreement. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(b) In case at any time the name of the Rights Agent shall be changed and at
such time any of the Right Certificates shall have been countersigned but not delivered, the Rights Agent may adopt the countersignature under its prior name and deliver Right Certificates so countersigned; and in case at that time any of the Right
Certificates shall not have been countersigned, the Rights Agent may countersign such Right Certificates either in its prior name or in its changed name; and in all such cases such Right Certificates shall have the full force provided in the Right
Certificates and in this Agreement. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;20. Duties of Rights Agent. The Rights Agent undertakes the duties and
obligations expressly imposed by this Agreement upon the following terms and conditions, by all of which the Company and the holders of Right Certificates, by their acceptance thereof, shall be bound: </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(a) The Rights Agent may consult with legal counsel selected by it (who may be legal counsel for the Company), and the opinion of such counsel
shall be full and complete authorization and protection to the Rights Agent as to any action taken or omitted by it in good faith and in accordance with such opinion. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(b) Whenever in the performance of its duties under this Agreement the Rights Agent shall deem it necessary or desirable that any fact or
matter (including, without limitation, the identity of any Acquiring Person and the determination of &#147;Fair Market Value&#148;) be proved or established by the Company prior to taking or suffering any action hereunder, such fact or matter
(unless other evidence in respect thereof shall be herein specifically prescribed) may be deemed to be conclusively proved and established by a certificate signed by a person believed by the Rights Agent to be the Chair of the Board of Directors, a
Vice Chair of the Board of Directors, the Chief Executive Officer, the President, a Vice President, the Treasurer, any Assistant Treasurer, the Secretary or an Assistant Secretary of the Company and delivered to the Rights Agent. Any such
certificate shall be full authorization to the Rights Agent for any action taken or suffered in good faith by it under the provisions of this Agreement in reliance upon such certificate. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(c) The Rights Agent shall be liable hereunder only for its own gross negligence, bad faith or willful misconduct. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(d) The Rights Agent shall not be liable for or by reason of any of the statements of fact or recitals contained in this Agreement or in the
Right Certificates (except its countersignature thereof) or be required to verify the same, but all such statements and recitals are and shall be deemed to have been made by the Company only. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(e) The Rights Agent shall not be under any responsibility in respect of the validity of this Agreement or the execution and delivery hereof
(except the due execution hereof by the Rights Agent) or in respect of the validity or execution of any Right Certificate (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition
contained in this Agreement or in any Right Certificate; nor shall it be responsible for any change in the exercisability of the Rights (including the Rights becoming void pursuant to Section&nbsp;7(e) hereof) or any adjustment required under the
provisions of Sections&nbsp;11, 13 or 23(c) hereof or responsible for the manner, method or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment (except with respect to the exercise of
Rights evidenced by Right Certificates after receipt of a certificate describing any such adjustment furnished in accordance with Section&nbsp;12 hereof), nor shall it be responsible for any determination by the Board of Directors of the Company of
the Fair Market Value of the Rights or Preferred Stock pursuant to the provisions hereof; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock of the
Company or Preferred Stock to be issued pursuant to this Agreement or any Right Certificate or as to whether or not any shares of Common Stock of the Company or Preferred Stock will, when so issued, be validly authorized and issued, fully paid and
nonassessable. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(f) The Company agrees that it will perform, execute, acknowledge and deliver or cause to be
performed, executed, acknowledged and delivered all such further and other acts, instruments and assurances as may reasonably be required by the Rights Agent for the carrying out or performing by the Rights Agent of the provisions of this Agreement.
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(g) The Rights Agent is hereby authorized and directed to accept instructions with respect to the performance of its duties hereunder and
certificates delivered pursuant to any provision hereof from any person believed by the Rights Agent to be the Chair of the Board of Directors, any Vice Chair of the Board of Directors, the Chief Executive Officer, the President, a Vice President,
the Secretary, an Assistant Secretary, the Treasurer or an Assistant Treasurer of the Company, and is authorized to apply to such officers for advice or instructions in connection with its duties, and it shall not be liable for any action taken or
suffered to be taken by it in good faith in accordance with instructions of any such officer. Any application by the Rights Agent for written instructions from the Company may, at the option of the Rights Agent, set forth in writing any action
proposed to be taken or omitted by the Rights Agent under this Agreement and the date on or after which such action shall be taken or such omission shall be effective. The Rights Agent shall not be liable for any action taken by, or omission of, the
Rights Agent in accordance with a proposal included in such application on or after the date specified in such application (which date shall not be less than five (5)&nbsp;Business Days after the date any officer of the Company actually receives
such application, unless any such officer shall have consented in writing to an earlier date) unless, prior to taking any such action (or the effective date in the case of an omission), the Rights Agent shall have received written instructions in
response to such application specifying the action to be taken or omitted. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(h) The Rights Agent and any stockholder, director, officer or
employee of the Rights Agent may buy, sell or deal in any of the Rights or other securities of the Company or become pecuniarily interested in any transaction in which the Company may be interested, or contract with or lend money to the Company or
otherwise act as fully and freely as though it were not the Rights Agent under this Agreement. Nothing herein shall preclude the Rights Agent from acting in any other capacity for the Company or for any other legal entity. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(i) The Rights Agent may execute and exercise any of the rights or powers hereby vested in it or perform any duty hereunder either itself or
by or through its attorneys or agents. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(j) No provision of this Agreement shall require the Rights Agent to expend or risk its own funds
or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of its rights if there shall be reasonable grounds for believing that repayment of such funds or adequate indemnification against such
risk or liability is not reasonably assured to it. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(k) If, with respect to any Right Certificate surrendered to the Rights Agent for
exercise or transfer, the certificate attached to the form of assignment or form of election to purchase, as the case may be, has either not been completed or indicates an affirmative response to clause (1)&nbsp;or clause (2)&nbsp;thereof, the
Rights Agent shall not take any further action with respect to such requested exercise or transfer without first consulting with the Company. </P> <P STYLE="font-size:6pt; margin-top:0pt; margin-bottom:0pt">&nbsp;</P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;21. Change of Rights Agent. The Rights Agent or any successor Rights Agent may
resign and be discharged from its duties under this Agreement upon thirty (30)&nbsp;days&#146; notice in writing mailed to the Company by first class mail, <U>provided</U>, <U>however</U>, that in the event the transfer agency relationship in effect
between the Company and the Rights Agent with respect to the Common Stock or Series A Preferred Stock of the Company terminates, the Rights Agent will be deemed to have resigned automatically on the effective date of such termination. The Company
may remove the Rights Agent or any successor Rights Agent (with or without cause), effective immediately or on a specified date, by written notice given to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of
the Common Stock or Series A Preferred Stock of the Company and Preferred Stock, and by giving notice to the holders of the Right Certificates by any means reasonably determined by the Company to inform such holders of such removal (including,
without limitation, by including such information in one or more of the Company&#146;s reports to stockholders or reports or filings with the Securities and Exchange Commission). If the Rights Agent shall resign or be removed or shall otherwise
become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of thirty (30)&nbsp;days after giving notice of such removal or after it has been notified in
writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who shall, with such notice, submit his or her Right Certificate for inspection by the Company), then the incumbent
Rights Agent or the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be
(a)&nbsp;a corporation organized and doing business under the laws of the United States, the State of Delaware or the State of New York (or of any other state of the United States so long as such corporation is authorized to do business as a banking
institution in the State of Delaware or the State of New York), in good standing, which is authorized under such laws to exercise stock transfer or corporate trust powers and is subject to supervision or examination by federal or state authority and
which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $10,000,000<B> </B>or (b)&nbsp;an Affiliate of a Person described in clause (a)&nbsp;of this sentence. After appointment, the successor Rights Agent
shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any
property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing
with the predecessor Rights Agent and each transfer agent of the Common Stock or Series A Preferred Stock of the Company and the Preferred Stock, and give notice to the holders of the Right Certificates by any means reasonably determined by the
Company to inform such holders of such appointment (including, without limitation, by including such information in one or more of the Company&#146;s reports to stockholders or reports or filings with the Securities and Exchange Commission). Failure
to give any notice provided for in this Section&nbsp;21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may
be. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;22. Issuance of New Right Certificates. Notwithstanding any of the provisions
of this Agreement or of the Rights to the contrary, the Company may, at its option, issue new Right Certificates evidencing Rights in such form as may be approved by the Board of Directors of the Company to reflect any adjustment or change in the
Exercise Price per share and the number or kind or class of shares of stock or other securities or property purchasable under the Right Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the
issuance or sale of shares of Common Stock or Series A Preferred Stock of the Company following the Distribution Date and prior to the redemption or expiration of the Rights, the Company (a)&nbsp;shall, with respect to shares of Common Stock or
Series A Preferred Stock of the Company so issued or sold pursuant to the exercise of stock options or under any employee plan or arrangement, or upon the exercise, conversion or exchange of securities hereafter issued by the Company, and
(b)&nbsp;may, in any other case, if deemed necessary or appropriate by the Board of Directors of the Company, issue Right Certificates representing the appropriate number of Rights in connection with such issuance or sale; <U>provided</U>,
<U>however</U>, that (i)&nbsp;no such Right Certificate shall be issued if, and to the extent that, the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or the
person to whom such Right Certificate would be issued, and (ii)&nbsp;no such Right Certificate shall be issued if, and to the extent that, appropriate adjustments shall otherwise have been made in lieu of the issuance thereof. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;23. Redemption; Exemption of a Qualifying Offer. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(a) The Board of Directors of the Company may, at its option, redeem all but not less than all of the then outstanding Rights at a redemption
price of $0.01 per Right, appropriately adjusted to reflect any stock dividend declared or paid, any subdivision or combination of the outstanding shares of Common Stock of the Company or any similar event occurring after the date of this Agreement
(such redemption price, as adjusted from time to time, being hereinafter referred to as the &#147;<U>Redemption Price</U>&#148;). The Rights may be redeemed only until the earlier to occur of (i)&nbsp;the time at which any Person becomes an
Acquiring Person or (ii)&nbsp;the Final Expiration Date. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(b) Immediately upon the action of the Board of Directors of the Company
ordering the redemption of the Rights in accordance with Section&nbsp;23 hereof, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be
to receive the Redemption Price for each Right so held. Promptly after the action of the Board of Directors of the Company ordering the redemption of the Rights in accordance with Section&nbsp;23 hereof, the Company shall give notice of such
redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to the Rights Agent and to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the
Distribution Date, on the registry books of the transfer agent for the Common Stock or Series A Preferred Stock of the Company. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the
notice. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided
shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may
redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section&nbsp;23 or Section&nbsp;24 hereof or in connection with the purchase or other acquisition of shares of Common Stock or
Series A Preferred Stock of the Company prior to the Distribution Date (including, without limitation, upon conversion of shares of Series A Preferred Stock into shares of Common Stock). </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(c) The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock
of the Company (based on the Fair Market Value of the Common Stock of the Company as of the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of the Company. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(d) Exempting a Qualifying Offer from this Agreement. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:4%; text-indent:9%; font-size:10pt; font-family:Times New Roman">(i) In the event the Company receives a Qualifying Offer and the Board has not redeemed the outstanding Rights or exempted
such offer from the terms of this Agreement or called a special meeting of stockholders by the end of the ninetieth (90th) Business Day following the commencement, within the meaning of Rule <FONT STYLE="white-space:nowrap">14d-2(a)</FONT> under the
Exchange Act, of such Qualifying Offer, for the purpose of voting on whether to exempt such Qualifying Offer from the terms of this Agreement, provided that such Qualifying Offer has not been terminated and continues to be a Qualifying Offer,
holders of record (or their duly authorized proxy) of at least ten percent (10%) of the Common Stock then outstanding (excluding Common Stock Beneficially Owned by the offeror and the offeror&#146;s Affiliates and Associates) may submit to the
Board, not earlier than ninety (90)&nbsp;Business Days nor later than one hundred twenty (120)&nbsp;Business Days following the commencement, within the meaning of Rule <FONT STYLE="white-space:nowrap">14d-2(a)</FONT> under the Exchange Act, of such
Qualifying Offer a written demand complying with the terms of this Section&nbsp;23(d) (the &#147;<U>Special Meeting Demand</U>&#148;) directing the Board to submit to a vote of stockholders at a special meeting of the stockholders of the Company (a
&#147;<U>Special Meeting</U>&#148;) a resolution authorizing the exemption of such Qualifying Offer from the provisions of this Agreement (the &#147;<U>Qualifying Offer Resolution</U>&#148;). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:4%; text-indent:9%; font-size:10pt; font-family:Times New Roman">(ii) A Special Meeting Demand shall be delivered to the Secretary of the Company at the principal executive offices of the
Company and must set forth as to the stockholders of record executing the request (x)&nbsp;the names and addresses of such stockholders, as they appear on the Company&#146;s books and records, (y)&nbsp;the number of Common Stock which are owned of
record by each of such stockholders, and (z)&nbsp;in the case of the Common Stock that are Beneficially Owned by another Person, an executed certification by the holder of record that such holder has executed such Special Meeting Demand only after
obtaining instructions to do so from such Beneficial Owner and attaching evidence thereof. For purposes of a Special Meeting Demand, the record date for determining holders of record eligible to make a Special Meeting Demand shall be the ninetieth
(90th) Business Day following commencement, within the meaning of Rule <FONT STYLE="white-space:nowrap">14d-2(a)</FONT> under the Exchange Act, of a Qualifying Offer. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4%; text-indent:9%; font-size:10pt; font-family:Times New Roman">(iii) In the event that the Board receives a Special Meeting Demand
complying with the provisions of this Section&nbsp;23(d), the Board shall take such actions as are necessary or desirable to cause the Qualifying Offer Resolution to be submitted to a vote of stockholders at a Special Meeting by including a proposal
relating to the adoption of the Qualifying Offer Resolution in the proxy materials of the Company for the Special Meeting. Such Special Meeting shall be convened within ninety (90)&nbsp;Business Days following the Special Meeting Demand (the
&#147;<U>Special Meeting Period</U>&#148;); <U>provided</U>, <U>however</U><I>,</I> that if the Company at any time during the Special Meeting Period and prior to a vote on the Qualifying Offer Resolution enters into a Definitive Acquisition
Agreement conditioned on the approval by holders of a majority of the outstanding Common Stock, the Special Meeting Period may be extended by the Board (and any special meeting called in connection therewith may be cancelled) if the Qualifying Offer
Resolution will be separately submitted to a vote at the same meeting as the Definitive Acquisition Agreement. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:9%; font-size:10pt; font-family:Times New Roman">(iv) The
Board shall set a date for determining the stockholders of record entitled to notice of and to vote at the Special Meeting in accordance with the Company&#146;s Certificate of Incorporation, <FONT STYLE="white-space:nowrap">By-laws</FONT> and
applicable law. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:9%; font-size:10pt; font-family:Times New Roman">(v) Subject to the requirements of applicable law, the Board may take a position in favor of or opposed to
the adoption of the Qualifying Offer Resolution, or no position with respect to the Qualifying Offer Resolution, as it determines to be appropriate in the exercise of its duties. Notwithstanding anything to the contrary contained in this Agreement,
if the Board determines that it is in the best interests of stockholders to seek an alternative transaction so as to obtain greater value for stockholders than that provided by any Qualifying Offer, the Company shall be entitled to include
information relating to such alternative transaction in the proxy soliciting material prepared by it in connection with the Special Meeting. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:9%; font-size:10pt; font-family:Times New Roman">(vi) In the event that the Qualifying Offer continues to be a Qualifying Offer and either (A)&nbsp;the Special Meeting is not
convened on or prior to the last day of the Special Meeting Period (the &#147;<U>Outside Meeting Date</U>&#148;), or (B)&nbsp;if, at the Special Meeting at which a quorum is present, a majority of the Common Stock outstanding and entitled to vote as
of the record date for the Special Meeting selected by the Board, not giving effect to any affirmative votes cast by the offeror or any of its Affiliates or Associates, shall vote in favor of the Qualifying Offer Resolution, then the Qualifying
Offer shall be deemed exempt from the application of this Agreement to such Qualifying Offer so long as it remains a Qualifying Offer, such exemption to be effective on the Close of Business on the tenth (10th) Business Day after (A)&nbsp;the
Outside Meeting Date or (B)&nbsp;the date on which the results of the vote on the Qualifying Offer Resolution at the Special Meeting are certified as official by the appointed inspectors of election for the Special Meeting, as the case may be (the
&#147;<U>Exemption Date</U>&#148;). </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:9%; font-size:10pt; font-family:Times New Roman">(vii) Immediately upon the Close of Business on the Exemption Date, if any, without
any further action and without any notice, the right to exercise the Rights with respect to the Qualifying Offer will terminate. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:9%; font-size:10pt; font-family:Times New Roman">(viii) The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Exemption 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 Exemption Date has not occurred. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4%; text-indent:9%; font-size:10pt; font-family:Times New Roman">(ix) Notwithstanding anything herein to the contrary, no action or vote by
stockholders not in compliance with the provisions of this Section&nbsp;23(d) shall serve to exempt any offer from the terms of this Agreement. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:9%; font-size:10pt; font-family:Times New Roman">(x) Nothing in this Section&nbsp;23(d) shall be construed as limiting or prohibiting the Company or any offeror from proposing
or engaging in any acquisition, disposition or other transfer of any securities of the Company, any merger or consolidation involving the Company, any sale or other transfer of assets of the Company, any liquidation, dissolution or <FONT
STYLE="white-space:nowrap">winding-up</FONT> of the Company, or any other business combination or other transaction, or any other action by the Company or such offeror; <U>provided</U>, <U>however</U>, that the holders of Rights shall have the
rights set forth in this Agreement with respect to any such acquisition, disposition, transfer, merger, consolidation, sale, liquidation, dissolution, <FONT STYLE="white-space:nowrap">winding-up,</FONT> business combination, transaction or action.
</P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;24. Exchange. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(a) The Board of Directors of the Company may, at its option, at any time on or after the occurrence of a Section&nbsp;11(a)(ii) Event,
exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of Section&nbsp;7(e) hereof) for shares of Common Stock of the Company at an exchange ratio of one
share of Common Stock of the Company per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the
&#147;<U>Section</U><U></U><U>&nbsp;24 Exchange Ratio</U>&#148; and such determination by the Board of Directors of the Company, an &#147;<U>Exchange Determination</U>&#148;). Notwithstanding the foregoing, the Board of Directors of the Company
shall not be empowered to effect an Exchange Determination at any time after any Person (other than an Exempt Person), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Common Stock of the
Company. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(b) (i) Immediately following an Exchange Determination and without any further action and without any notice, the right to
exercise such Rights pursuant to Section&nbsp;11(a)(ii) shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of shares of Common Stock of the Company equal to the number of such Rights held by such
holder multiplied by the Section&nbsp;24 Exchange Ratio. The Company shall promptly give notice of any such exchange in accordance with Section&nbsp;26 hereof and shall promptly mail a notice of any such exchange to all of the holders of such Rights
at their last addresses as they appear upon the registry books of the Rights Agent; <U>provided</U>, <U>however</U>, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. Any notice which is mailed
in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Common Stock of the Company (or other consideration) for
Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become null and void
pursuant to the provisions of Section&nbsp;7(e) hereof) held by each holder of Rights. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4%; text-indent:9%; font-size:10pt; font-family:Times New Roman">(ii) The exchange of the Rights pursuant to Section&nbsp;24(a) may be made
effective at such time, on such basis and with such conditions as the Board of Directors of the Company, in its sole discretion, may establish. Without limiting the foregoing, prior to effecting an exchange pursuant to Section&nbsp;24(a), the Board
of Directors of the Company may direct the Company to enter into a trust agreement in such form and with such terms as the Board of Directors of the Company approves (the &#147;<U>Trust Agreement</U>&#148;). If the Board of Directors of the Company
so directs, then the Company shall enter into the Trust Agreement and shall issue to the trust created by such agreement (the &#147;<U>Trust</U>&#148;) all of the shares of Common Stock of the Company (or other consideration) issuable pursuant to
the exchange (or any portion thereof that has not theretofore been issued in connection with the exchange). From and after the time at which such shares of Common Stock of the Company (or other consideration) are issued or paid to the Trust, all
stockholders then entitled to receive shares of Common Stock of the Company (or other consideration) pursuant to the exchange will be entitled to receive such shares or consideration (and any dividends or distributions made thereon after the date on
which such shares or consideration are deposited into the Trust) only from the Trust and solely upon compliance with the relevant terms and provisions of the Trust Agreement. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(c) Following an Exchange Determination, the Company may implement such procedures as it deems appropriate, in its sole discretion, to minimize
the possibility that any shares of Common Stock of the Company (or other consideration) issuable or payable pursuant to this Section&nbsp;24 are received by Persons whose Rights are null and void pursuant to Section&nbsp;7(e). Prior to effecting any
exchange, the Company may require, or cause the trustee of the Trust to require, as a condition thereof, that any registered holder of Rights provide such evidence (including the identity of the Beneficial Owner (or former Beneficial Owner) thereof
and the Affiliates or Associates of such Beneficial Owner or former Beneficial Owner) as the Company may reasonably request in order to determine if such Rights are null and void pursuant to Section&nbsp;7(e). If such registered holder does not
comply with the foregoing requirements, then the Company will be entitled to conclusively deem such Rights to be Beneficially Owned by an Acquiring Person (or an Affiliate or Associate of an Acquiring Person or any transferee of an Acquiring Person
or any Affiliate or Associate of such transferee or any nominee of any of the foregoing) and, accordingly, such Rights will be null and void and not exchangeable in connection herewith. Any shares of Common Stock of the Company (or other
consideration) issued at the direction of the Board of Directors of the Company in connection with the exchange will be duly and validly authorized and issued and fully paid and nonassessable, and the Company will 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 of Common Stock of the Company (or other consideration) so issued. The failure to give, or any defect in, any notice required by
this Section&nbsp;24 will not affect the legality or validity of the action taken by the Board of Directors of the Company or of such exchange. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(d) In the event that there are not sufficient shares of Common Stock of the Company issued
but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with Section&nbsp;24(a), then the Company will either take such action as may be necessary to authorize additional shares of Common Stock
of the Company for issuance upon exchange of the Rights or, alternatively, at the option of the Board of Directors, with respect to each Right (i)&nbsp;pay cash in an amount equal to the Current Exchange Value in lieu of issuing shares of Common
Stock of the Company in exchange therefor; (ii)&nbsp;issue debt or equity securities (or a combination thereof) having a value equal to the Current Exchange Value in lieu of issuing shares of Common Stock of the Company in exchange for each such
Right, where the value of such securities will be determined by the Board of Directors of the Company based upon the advice of a nationally recognized investment banking firm selected by the Board of Directors of the Company, which determination
shall be described in a written statement filed with the Rights Agent and will be binding on the Rights Agent and the holders of Rights; or (iii)&nbsp;deliver any combination of cash, property, shares of Common Stock of the Company, Preferred Stock,
Preferred Stock Equivalents or other securities having a value equal to the Current Exchange Value in exchange for each Right. To the extent that the Company determines that some action need be taken pursuant to this Section&nbsp;24(d), then the
Board of Directors of the Company may temporarily suspend the exercisability of the Rights for a period of up to one hundred and twenty (120)&nbsp;days following the date on which the Exchange Determination has occurred in order to seek any
authorization of additional shares of Common Stock of the Company or to decide the appropriate form of distribution to be made pursuant to the above provision and to determine the value thereof. Upon any such suspension, the Company will issue a
public announcement stating, and notify the Rights Agent in writing, that the exercisability of the Rights has been temporarily suspended, as well as issue a public announcement, and notify the Rights Agent in writing, at such time as the suspension
is no longer in effect. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(e) The Company shall not be required to issue fractions of Common Stock of the Company or to distribute
certificates which evidence fractional shares of Common Stock of the Company. If the Company elects not to issue such fractional shares of Common Stock of the Company, the Company shall pay, in lieu of such fractional shares of Common Stock of the
Company, to the registered holders of the Right Certificates with regard to which such fractional shares of Common Stock of the Company would otherwise be issuable, an amount in cash equal to the same fraction of the Fair Market Value of a whole
share of Common Stock of the Company. For the purposes of this paragraph&nbsp;(e), the Fair Market Value of a whole share of Common Stock of the Company shall be the closing price of a share of Common Stock of the Company (as determined pursuant to
the second sentence of Section&nbsp;11(d)(i) hereof) for the Trading Day immediately prior to the date of the Exchange Determination. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;25. Notice of Certain Events. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(a) In case the Company shall propose, at any time after the Distribution Date, (i)&nbsp;to pay any dividend payable in stock of any class to
the holders of Preferred Stock or to make any other distribution to the holders of Preferred Stock (other than a regular periodic cash dividend out of earnings or retained earnings of the Company), or (ii)&nbsp;to offer to the holders of Preferred
Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock or shares of stock of any class or any other securities, rights or options, or (iii)&nbsp;to effect any reclassification of its Preferred Stock (other
than a reclassification involving only the subdivision of outstanding shares of Preferred Stock), or (iv)&nbsp;to effect any consolidation or merger into or with, or to effect any sale, mortgage or other transfer (or to permit one or more of its
Subsidiaries to effect any sale, mortgage or other transfer), in one transaction or a series of related transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person (other
than a Subsidiary of the Company in one or more transactions each of which is not prohibited by the proviso at the end of the first sentence of Section&nbsp;11(n) hereof), or (v)&nbsp;to effect the liquidation, dissolution or winding up of the
Company, or (vi)&nbsp;to declare or pay any dividend on the Common Stock of the Company payable in Common Stock of the Company or to effect a subdivision, combination or consolidation of the Common Stock of the Company (by reclassification or
otherwise than by payment of dividends in Common Stock of the Company) then in each such case, the Company shall give to each holder of a Right Certificate and to the Rights Agent, in accordance with Section&nbsp;26 hereof, a notice of such proposed
action, which shall specify the record date for the purposes of such stock dividend, distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to
take place and the date of participation therein by the holders of the shares of Common Stock of the Company and/or Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause
(i)&nbsp;or (ii) above at least twenty (20)&nbsp;days prior to the record date for determining holders of the shares of Preferred Stock for purposes of such action, and in the case of any such other action, at least twenty (20)&nbsp;days prior to
the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Common Stock of the Company and/or Preferred Stock, whichever shall be the earlier; <U>provided</U>, <U>however</U>, no such notice
shall be required pursuant to this Section&nbsp;25 as a result of any Subsidiary of the Company effecting a consolidation or merger with or into, or effecting a sale or other transfer of assets or earnings power to, any other Subsidiary of the
Company in a manner not inconsistent with the provisions of this Agreement. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(b) In case any Section&nbsp;11(a)(ii) Event shall occur, then, in any such case, the
Company shall as soon as practicable thereafter give to each registered holder of a Right Certificate and to the Rights Agent, in accordance with Section&nbsp;26 hereof, a notice of the occurrence of such event, which shall specify the event and the
consequences of the event to holders of Rights under Section&nbsp;11(a)(ii) hereof. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;26. Notices. Notices or demands
authorized by this Agreement to be given or made by the Rights Agent or by the holder of any Right Certificate to or on the Company shall be sufficiently given or made if sent by first-class mail, postage prepaid, by email (with confirmation of
transmission) or by nationally-recognized overnight courier addressed (until another address is filed in writing with the Rights Agent) as follows: </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:13%; font-size:10pt; font-family:Times New Roman">WisdomTree, Inc. </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:13%; font-size:10pt; font-family:Times New Roman">250 West 34th
Street </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:13%; font-size:10pt; font-family:Times New Roman">3rd Floor </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:13%; font-size:10pt; font-family:Times New Roman">New
York, NY 10119 </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:13%; font-size:10pt; font-family:Times New Roman">Email: legalnotice@wisdomtree.com </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Subject to the provisions of Section&nbsp;21, any notice or demand authorized by this Agreement to be given or made by the Company or by the
holder of any Right Certificate to or on the Rights Agent shall be sufficiently given or made if sent by first-class mail, postage prepaid, by email (with confirmation of transmission) or by nationally-recognized overnight courier addressed (until
another address is filed in writing with the Company) as follows: </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:13%; font-size:10pt; font-family:Times New Roman">Continental&nbsp;Stock Transfer&nbsp;&amp; Trust Company </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:13%; font-size:10pt; font-family:Times New Roman">1 State Street, 30th Floor </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:13%; font-size:10pt; font-family:Times New Roman">New
York, NY 10004 </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:13%; font-size:10pt; font-family:Times New Roman">Attention: Client Administration </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Notices or demands authorized by this Agreement to be given or made by the Company or the Rights Agent to the holder of any Right Certificate
(or, prior to the Distribution Date, to the holder of any certificate representing shares of Common Stock or Series A Preferred Stock of the Company or Book Entry Shares, as applicable) shall be sufficiently given or made if sent by first-class
mail, postage prepaid, addressed to such holder at the address of such holder as shown on the registry books of the Company. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;27. Supplements and Amendments. Prior to the occurrence of a Section&nbsp;11(a)(ii) Event, the Company and the Rights Agent
shall, if the Board of Directors of the Company so directs, supplement or amend any provision of this Agreement as the Board of Directors of the Company may deem necessary or desirable without the approval of any holders of certificates representing
shares of Common Stock or Series A Preferred Stock of the Company. From and after the occurrence of a Section&nbsp;11(a)(ii) Event, the Company and the Rights Agent shall, if the Board of Directors of the Company so directs, supplement or amend this
Agreement without the approval of any holder of Right Certificates in order (i)&nbsp;to cure any ambiguity, (ii)&nbsp;to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein,
(iii)&nbsp;to shorten or lengthen any time period hereunder, or (iv)&nbsp;to change or supplement the provisions hereof in any manner which the Board of Directors of the Company may deem necessary or desirable and which shall not adversely affect
the interests of the holders of Right Certificates (other than an Acquiring Person or any Affiliate or Associate of an Acquiring Person); <U>provided</U>, <U>however</U>, that from and after the occurrence of a Section&nbsp;11(a)(ii) Event this
Agreement may not be supplemented or amended to lengthen, pursuant to clause (iii)&nbsp;of this sentence, (A)&nbsp;a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable or (B)&nbsp;any other
time period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and the benefits to, the holders of Rights (other than an Acquiring Person or any Affiliate or Associate of an Acquiring Person). Upon the
delivery of such certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section&nbsp;27, the Rights Agent shall execute such supplement or amendment, and
any failure of the Rights Agent to so execute such supplement or amendment shall not affect the validity of the actions taken by the Board of Directors of the Company pursuant to this Section&nbsp;27. Prior to the occurrence of a
Section&nbsp;11(a)(ii) Event, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common Stock or Series A Preferred Stock of the Company. Notwithstanding any other provision hereof, the Rights
Agent&#146;s consent must be obtained regarding any amendment or supplement pursuant to this Section&nbsp;27 which alters the Rights Agent&#146;s rights or duties. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;28. Successors. All the covenants and provisions of this Agreement by or for the benefit of the Company or the Rights Agent shall
bind and inure to the benefit of their respective successors and assigns hereunder. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;29. Determinations and Actions by the Board of Directors. The Board of
Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors or to the Company, or as may be necessary or advisable in the
administration of this Agreement, including, without limitation, the right and power to (i)&nbsp;interpret the provisions of this Agreement and (ii)&nbsp;make all determinations and computations deemed necessary or advisable for the administration
of this Agreement (including a determination to redeem or not redeem the Rights or to amend the Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y)&nbsp;below, all omissions with
respect to the foregoing) which are done or made by the Board of Directors in good faith shall (x)&nbsp;be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other parties, and (y)&nbsp;not subject any
member of the Board of Directors to any liability to the holders of the Rights or to any other person. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;30. Benefits of this
Agreement. Nothing in this Agreement shall be construed to give to any person or corporation other than the Company, the Rights Agent and the registered holders of the Right Certificates (and, prior to the Distribution Date, the Common Stock or
Series A Preferred Stock of the Company) any legal or equitable right, remedy or claim under this Agreement; but this Agreement shall be for the sole and exclusive benefit of the Company, the Rights Agent and the registered holders of the Right
Certificates (and, prior to the Distribution Date, registered holders of the Common Stock or Series A Preferred Stock of the Company). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;31. Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction
or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated;
<U>provided</U>, <U>however</U>, that notwithstanding anything in this Agreement to the contrary, if any such term, provision, covenant or restriction is held by such court or authority to be invalid, void or unenforceable and the Board of Directors
of the Company determines in its good faith judgment that severing the invalid language from the Agreement would adversely affect the purpose or effect of the Agreement, the right of redemption set forth in Section&nbsp;23 hereof shall be reinstated
and shall not expire until the Close of Business on the tenth day following the date of such determination by the Board of Directors. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;32. Governing Law. This Agreement, each Right and each Right Certificate issued hereunder shall be deemed to be a contract made
under the laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts to be made and to be performed entirely within such State. The courts of the State of
Delaware and of the United States of America located in the State of Delaware (the &#147;<U>Delaware Courts</U>&#148;) shall have exclusive jurisdiction over any litigation arising out of or relating to this Agreement and the transactions
contemplated hereby, and any Person commencing or otherwise involved in any such litigation shall waive any objection to the laying of venue of such litigation in the Delaware Courts and shall not plead or claim in any Delaware Court that such
litigation brought therein has been brought in an inconvenient forum. Notwithstanding the foregoing, all provisions regarding the rights, duties, and obligations of the Rights Agent shall be governed by and construed in accordance with the laws of
the State of New York applicable to contracts made and to be performed entirely within such State. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;33. Counterparts. This Agreement may be executed in any number of counterparts
and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;34. Descriptive Headings. Descriptive headings of the several Sections of this Agreement are inserted for convenience only and
shall not control or affect the meaning or construction of any of the provisions hereof. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;35. Force Majeure. Notwithstanding
anything to the contrary contained herein, neither the Company nor the Rights Agent shall be liable for any delay or failure in performance resulting directly from any act or event beyond its reasonable control and without the fault or gross
negligence of the delayed or <FONT STYLE="white-space:nowrap">non-performing</FONT> party that causes a sudden, substantial or widespread disruption in business activities, including, without limitation, fire, flood, natural disaster or act of God,
epidemic, pandemic, strike or other industrial disturbance, war (declared or undeclared), embargo, blockade, legal restriction, riot, insurrection, act of terrorism, disruption in transportation, communications, electric power or other utilities, or
other vital infrastructure or any means of disrupting or damaging internet or other computer networks or facilities (each, a &#147;<U>Force Majeure Condition</U>&#148;); <U>provided</U> that such delayed or
<FONT STYLE="white-space:nowrap">non-performing</FONT> party shall use reasonable commercial efforts to resume performance as soon as practicable. If any Force Majeure Condition occurs, the party delayed or unable to perform shall give prompt
written notice to the other party, stating the nature of the Force Majeure Condition and any action being taken to avoid or minimize its effect. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as an
instrument under seal, all as of the day and year first above written. </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><DIV ALIGN="right">
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<TD VALIGN="top" COLSPAN="3">WISDOMTREE, INC.</TD></TR>
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<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
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<TD VALIGN="top">By:</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:Times New Roman">/s/ Jonathan Steinberg</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3">Name: Jonathan Steinberg</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3">Title: Chief Executive Officer&nbsp;&nbsp;&nbsp;&nbsp;</TD></TR>
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<TD HEIGHT="16" COLSPAN="3"></TD></TR>
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<TD VALIGN="top" COLSPAN="3">CONTINENTAL STOCK TRANSFER&nbsp;&amp; TRUST COMPANY, AS RIGHTS AGENT</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
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<TD VALIGN="top">By:</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:Times New Roman">/s/ Henry Farrell</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Name: Henry Farrell</TD></TR>
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<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Title: Vice President</TD></TR>
</TABLE></DIV>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">Exhibit A </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>CERTIFICATE OF DESIGNATIONS </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>of </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>SERIES B JUNIOR
PARTICIPATING CUMULATIVE </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>PREFERRED STOCK </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>of </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>WISDOMTREE, INC.
</B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">WISDOMTREE, INC. a corporation organized and existing under the General Corporation Law of the State of Delaware (the
&#147;<U>Corporation</U>&#148;), in accordance with the provisions of Section&nbsp;103 thereof, </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">DOES HEREBY CERTIFY: </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Pursuant to the authority conferred upon the Board of Directors by the Corporation&#146;s Amended and Restated Certificate of Incorporation,
as amended from time to time (the &#147;<U>Certificate of Incorporation</U>&#148;), and Section&nbsp;151(g) of the General Corporation Law of the State of Delaware, on March&nbsp;17, 2023, the Board of Directors adopted the following resolution
determining it desirable and in the best interests of the Corporation and its stockholders for the Corporation to create a series of 40,000 shares of preferred stock designated as &#147;Series B Junior Participating Cumulative Preferred Stock&#148;:
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">RESOLVED, that pursuant to the authority vested in the Board of Directors of this Corporation, in accordance with the provisions of the
Certificate of Incorporation, a series of preferred stock, par value $0.01 per share, of the Corporation be and hereby is created, and that the designation and number of shares thereof and the voting and other powers, preferences and relative,
participating, optional or other rights of the shares of such series and the qualifications, limitations and restrictions thereof are as follows: </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">Series B Junior Participating Cumulative Preferred Stock </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;1. <U>Designation and Amount</U>. There shall be a series of preferred stock that shall be designated as &#147;Series B Junior
Participating Cumulative Preferred Stock&#148; (the &#147;<U>Series B Preferred Stock</U>&#148;), and the number of shares constituting such series shall be 40,000. Such number of shares may be increased or decreased by resolution of the Board of
Directors; <U>provided</U>, <U>however</U>, that no decrease shall reduce the number of shares of Series B Preferred Stock to less than the number of shares then issued and outstanding plus the number of shares issuable upon exercise of outstanding
rights, options or warrants or upon conversion of outstanding securities issued by the Corporation. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;2. <U>Dividends and Distributions</U>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(A) (i) Subject to the rights of the holders of any shares of any class or series of preferred stock (or any similar stock) ranking prior and
superior to the Series B Preferred Stock with respect to dividends, the holders of shares of Series B Preferred Stock, in preference to the holders of shares of common stock and of any other class or series of stock ranking junior to the Series B
Preferred Stock, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, 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 &#147;<U>Quarterly Dividend Payment Date</U>&#148;), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series B Preferred Stock,
in an amount per share (rounded to the nearest cent) equal to the greater of (a) $1.00 or (b)&nbsp;subject to the provisions for adjustment hereinafter set forth, 10,000 times the aggregate per share amount of all cash dividends, and 10,000 times
the aggregate per share amount (payable in kind) of all <FONT STYLE="white-space:nowrap">non-cash</FONT> 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 B Preferred Stock. The multiple of cash and <FONT STYLE="white-space:nowrap">non-cash</FONT> dividends declared on the common stock to which holders of the Series B Preferred Stock are entitled, which shall be 10,000 initially
but which shall be adjusted from time to time as hereinafter provided, is hereinafter referred to as the &#147;<U>Dividend Multiple</U>.&#148; In the event the Corporation shall at any time after March&nbsp;17, 2023 (the &#147;<U>Rights Declaration
Date</U>&#148;) (i) declare or pay any dividend on common stock payable in shares of common stock, or (ii)&nbsp;effect a subdivision or combination or consolidation of the outstanding shares of common stock (by reclassification or otherwise than by
payment of a dividend in shares of common stock) into a greater or lesser number of shares of common stock, then in each such case the Dividend Multiple thereafter applicable to the determination of the amount of dividends which holders of shares of
Series B Preferred Stock shall be entitled to receive shall be the Dividend Multiple applicable immediately prior to such event multiplied by a fraction, the numerator of which is the number of shares of common stock outstanding immediately after
such event and the denominator of which is the number of shares of common stock that were outstanding immediately prior to such event. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ii) Notwithstanding anything else contained in this paragraph (A), the Corporation shall, out of funds legally available for that purpose,
declare a dividend or distribution on the Series B Preferred Stock as provided in this paragraph (A)&nbsp;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<B>
</B>per share on the Series B Preferred Stock shall nevertheless be payable on such subsequent Quarterly Dividend Payment Date. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">A-2 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(B) Dividends shall begin to accrue and be cumulative on outstanding shares of Series B
Preferred Stock from the Quarterly Dividend Payment Date next preceding the date of issue of such shares of Series B Preferred Stock, unless the date of issue of such shares is prior to the record date for the first Quarterly Dividend Payment Date,
in which case dividends on such shares shall begin to accrue from the date of issue of such shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a date after the record date for the determination of holders of shares of
Series B 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 B 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 <FONT
STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">share-by-share</FONT></FONT> basis among all such shares at the time outstanding. The Board of Directors may fix in accordance with applicable law a record date for the determination of
holders of shares of Series B Preferred Stock entitled to receive payment of a dividend or distribution declared thereon, which record date shall be not more than such number of days prior to the date fixed for the payment thereof as may be allowed
by applicable law. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;3. <U>Voting Rights</U>. In addition to any other voting rights required by law, the holders of shares of
Series B Preferred Stock shall have the following voting rights: </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(A) Subject to the provision for adjustment hereinafter set forth, each
share of Series B Preferred Stock shall entitle the holder thereof to 10,000 votes on all matters submitted to a vote of the stockholders of the Corporation. The number of votes which a holder of a share of Series B Preferred Stock is entitled to
cast, which shall initially be 10,000 but which may be adjusted from time to time as hereinafter provided, is hereinafter referred to as the &#147;<U>Vote Multiple</U>.&#148; In the event the Corporation shall at any time after the Rights
Declaration Date (i)&nbsp;declare or pay any dividend on common stock payable in shares of common stock, or (ii)&nbsp;effect a subdivision or combination or consolidation of the outstanding shares of common stock (by reclassification or otherwise
than by payment of a dividend in shares of common stock) into a greater or lesser number of shares of common stock, then in each such case the Vote Multiple thereafter applicable to the determination of the number of votes per share to which holders
of shares of Series B Preferred Stock shall be entitled shall be the Vote Multiple immediately prior to such event multiplied by a fraction, the numerator of which is the number of shares of common stock outstanding immediately after such event and
the denominator of which is the number of shares of common stock that were outstanding immediately prior to such event. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(B) Except as
otherwise provided herein or by law, the holders of shares of Series B Preferred Stock and the holders of shares of common stock and the holders of shares of any other capital stock of this Corporation having general voting rights, shall vote
together as one class on all matters submitted to a vote of stockholders of the Corporation. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(C) (i) Whenever, at any time or times,
dividends payable on any shares of Series B Preferred Stock shall be in arrears in an amount equal to at least six full quarterly dividends (whether or not declared and whether or not consecutive), the holders of record of the outstanding shares of
Series B Preferred Stock shall have the exclusive right, voting separately as a single class, to elect two directors of the Corporation at a special meeting of stockholders of the Corporation or at the Corporation&#146;s next annual meeting of
stockholders, and at each subsequent annual meeting of stockholders, as provided below. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">A-3 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ii) Upon the vesting of such right of the holders of shares of Series B Preferred Stock,
the maximum authorized number of members of the Board of Directors shall automatically be increased by two and the two vacancies so created shall be filled by vote of the holders of the outstanding shares of Series B Preferred Stock as hereinafter
set forth. A special meeting of the stockholders of the Corporation then entitled to vote shall be called by the Chair of the Board of Directors, Chief Executive Officer or the President of the Corporation, if requested in writing by the holders of
record of not less than 5% of the shares of Series B Preferred Stock then outstanding. At such special meeting, or, if no such special meeting shall have been called, then at the next annual meeting of stockholders of the Corporation, the holders of
the shares of Series B Preferred Stock shall elect, voting as above provided, two directors of the Corporation to fill the aforesaid vacancies created by the automatic increase in the number of members of the Board of Directors. At any and all such
meetings for such election, the holders of a majority of the outstanding shares of Series B Preferred Stock shall be necessary to constitute a quorum for such election, whether present in person or proxy, and such two directors shall be elected by
the vote of at least a majority of the shares of Series B Preferred Stock held by such stockholders present or represented at the meeting, the holders of Series B Preferred Stock being entitled to cast a number of votes per share of Series B
Preferred Stock as is specified in paragraph (A)&nbsp;of this Section&nbsp;3. Each such additional director shall not be a member of a class of the Board of Directors of the Corporation (if any), but shall serve until the next annual meeting of
stockholders for the election of directors, or until his or her successor shall be elected and shall qualify, or until his or her right to hold such office terminates pursuant to the provisions of this Section&nbsp;3(C). Any director elected by
holders of shares of Series B Preferred Stock pursuant to this Section&nbsp;3(C) may be removed at any annual or special meeting, by vote of a majority of the stockholders voting as a class who elected such director, with or without cause. In case
any vacancy shall occur among the directors elected by the holders of shares of Series B Preferred Stock pursuant to this Section&nbsp;3(C), such vacancy may be filled by the remaining director so elected, or his or her successor then in office, and
the director so elected to fill such vacancy shall serve until the next meeting of stockholders for the election of directors. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(iii) The
right of the holders of shares of Series B Preferred Stock, voting separately as a class, to elect two members of the Board of Directors of the Corporation as aforesaid shall continue until, and only until, such time as all arrears in dividends
(whether or not declared) on the Series B Preferred Stock shall have been paid or declared and set apart for payment, at which time such right shall terminate, except as herein or by law expressly provided subject to revesting in the event of each
and every subsequent default of the character above-mentioned. Upon any termination of the right of the holders of the Series B Preferred Stock as a class to vote for directors as herein provided, the term of office of all directors then in office
elected by the holders of shares of Series B Preferred Stock pursuant to this Section&nbsp;3(C) shall terminate immediately. Whenever the term of office of the directors elected by the holders of shares of Series B Preferred Stock pursuant to this
Section&nbsp;3(C) shall terminate and the special voting powers vested in the holders of the Series B Preferred Stock pursuant to this Section&nbsp;3(C) shall have expired, the maximum number of members of the Board of Directors of the Corporation
shall be such number as may be provided for in the By-Laws of the Corporation, irrespective of any increase made pursuant to the provisions of this Section&nbsp;3(C). The voting rights granted by this Section&nbsp;3(C) shall be in addition to any
other voting rights granted to the holders of the Series B Preferred Stock in this Section&nbsp;3. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">A-4 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(D) Except as otherwise required by applicable law or as set forth herein, holders of Series
B 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. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;4. <U>Certain Restrictions</U>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(A) Whenever dividends or distributions payable on the Series B Preferred Stock as provided in Section&nbsp;2 are in arrears, thereafter and
until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Series B Preferred Stock outstanding shall have been paid in full, the Corporation shall not: </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) declare or pay dividends on, make any other distributions on, or redeem or purchase or otherwise acquire for consideration any shares of
stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series B Preferred Stock; </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ii)
declare or pay dividends on or make any other distributions on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series B Preferred Stock, except dividends paid ratably on the
Series B 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; </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(iii) except as permitted in subsection 4(A)(iv) below, redeem, purchase or otherwise acquire for consideration shares of any stock ranking on
a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series B Preferred Stock, provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such parity stock in exchange for
shares of any stock of the Corporation ranking junior (either as to dividends or upon dissolution, liquidation or winding up) to the Series B Preferred Stock; or </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(iv) purchase or otherwise acquire for consideration any shares of Series B Preferred Stock, or any shares of any stock ranking on a parity
(either as to dividends or upon liquidation, dissolution or winding up) with the Series B Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such
shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and
equitable treatment among the respective series or classes. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(B) The Corporation shall not permit any subsidiary of the Corporation to
purchase or otherwise acquire for consideration any shares of stock of the Corporation unless the Corporation could, under subsection (A)&nbsp;of this Section&nbsp;4, purchase or otherwise acquire such shares at such time and in such manner. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">A-5 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;5. <U>Reacquired Shares</U>. Any shares of Series B Preferred Stock purchased
or otherwise acquired by the Corporation in any manner whatsoever shall be retired promptly after the acquisition thereof. All such shares shall upon their retirement become authorized but unissued shares of preferred stock and may be reissued as
part of a new series of preferred stock to be created by resolution or resolutions of the Board of Directors, subject to the conditions and restrictions on issuance set forth herein. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;6. <U>Liquidation, Dissolution or Winding Up</U>. Upon any liquidation, dissolution or winding up of the Corporation (voluntary
or otherwise), no distribution shall be made (x)&nbsp;to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series B Preferred Stock unless, prior thereto, the holders of
shares of Series B Preferred Stock shall have received an amount (the &#147;<U>Series B Liquidation Preference</U>&#148;) equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, plus an
amount equal to the greater of (1) $10,000.00<B> </B>per share or (2)&nbsp;an aggregate amount per share, subject to the provision for adjustment hereinafter set forth, equal to 10,000 times the aggregate amount of all cash or other property to be
distributed per share to holders of common stock upon such liquidation, dissolution or winding up of the Corporation, or (y)&nbsp;to the holders of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up)
with the Series B Preferred Stock, except distributions made ratably on the Series B Preferred Stock and all other such parity stock in proportion to the total amounts to which the holders of all such shares are entitled upon such liquidation,
dissolution or winding up. In the event the Corporation shall at any time after the Rights Declaration Date (i)&nbsp;declare or pay any dividend on common stock payable in shares of common stock, or (ii)&nbsp;effect a subdivision or combination or
consolidation of the outstanding shares of common stock (by reclassification or otherwise than by payment of a dividend in shares of common stock) into a greater or lesser number of shares of common stock, then in each such case the aggregate amount
per share to which holders of shares of Series B Preferred Stock were entitled immediately prior to such event under clause (x)&nbsp;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. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">In the event, however, that there are not sufficient assets available to permit payment in full of the Series B Liquidation Preference and the
liquidation preferences of all other classes and series of stock of the Corporation, if any, that rank on a parity with the Series B Preferred Stock in respect thereof, then the assets available for such distribution shall be distributed ratably to
the holders of the Series B Preferred Stock and the holders of such parity shares in proportion to their respective liquidation preferences. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Neither the consolidation of nor merging of the Corporation with or into any other corporation or corporations, nor the sale or other transfer
of all or substantially all of the assets of the Corporation, shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section&nbsp;6. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;7. <U>Consolidation, Merger, etc</U>. In case the Corporation shall enter into any consolidation, merger, combination or other
transaction in which the outstanding 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 B Preferred Stock shall at the same time be similarly
exchanged or changed in an amount per share (subject to the provision for adjustment hereinafter set forth) equal to 10,000 times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into
which or for which each share of common stock is changed or exchanged, plus accrued and unpaid dividends, if any, payable with respect to the Series B Preferred Stock. In the event the Corporation shall at any time after the Rights Declaration Date
(i)&nbsp;declare or pay any dividend on common stock payable in shares of common stock, or (ii)&nbsp;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 B 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. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">A-6 </P>

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<Center><DIV STYLE="width:8.5in" align="left">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;8. <U>Redemption</U>. The shares of Series B Preferred Stock shall not be
redeemable; <U>provided</U>, <U>however</U>, that the foregoing shall not limit the ability of the Corporation to purchase or otherwise deal in such shares to the extent otherwise permitted hereby and by law. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;9. <U>Ranking</U>. Unless otherwise expressly provided in the Certificate of Incorporation or a Certificate of Designations
relating to any other series of preferred stock of the Corporation, the Series B Preferred Stock shall rank junior to every other series of the Corporation&#146;s preferred stock previously or hereafter authorized, as to the payment of dividends and
the distribution of assets on liquidation, dissolution or winding up and shall rank senior to the common stock. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;10.
<U>Fractional Shares</U>. Series B Preferred Stock may be issued in whole shares or in any fraction of a share that is one <FONT STYLE="white-space:nowrap">ten-thousandth</FONT> (1/10,000th) of a share or any integral multiple of such fraction,
which shall entitle the holder, in proportion to such holder&#146;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 B Preferred Stock. In
lieu of fractional shares, the Corporation may elect to make a cash payment as provided in the Stockholder Rights Agreement dated as of March&nbsp;17, 2023, between the Corporation and Continental Stock Transfer&nbsp;&amp; Trust Company, as Rights
Agent, for fractions of a share other than one <FONT STYLE="white-space:nowrap">ten-thousandth</FONT> (1/10,000th) of a share or any integral multiple thereof. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;11. <U>Amendment</U>. At any time any shares of Series B Preferred Stock are outstanding, the Certificate of Incorporation and
the foregoing Sections 1 through 10, inclusive, and this Section&nbsp;11 of the Certificate of Designations shall not be amended in any manner, including by merger, consolidation or otherwise, which would materially alter or change the powers,
preferences or special rights of the Series B Preferred Stock so as to affect them adversely without the affirmative vote of the holders of <FONT STYLE="white-space:nowrap">two-thirds</FONT> or more of the outstanding shares of Series B Preferred
Stock, voting separately as a class. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">A-7 </P>

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<Center><DIV STYLE="width:8.5in" align="left">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">Exhibit B </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>FORM OF RIGHT CERTIFICATE </B></P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Certificate
No. <FONT STYLE="white-space:nowrap">R-______</FONT> Rights </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">NOT EXERCISABLE AFTER MARCH&nbsp;16, 2024 OR EARLIER IF NOTICE OF REDEMPTION
IS GIVEN. THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF WISDOMTREE, INC., AT $0.01 PER RIGHT, ON THE TERMS SET FORTH IN THE STOCKHOLDER RIGHTS AGREEMENT BETWEEN WISDOMTREE, INC. AND CONTINENTAL STOCK TRANSFER&nbsp;&amp; TRUST COMPANY, AS
RIGHTS AGENT, DATED AS OF MARCH&nbsp;17, 2023 (THE &#147;<U>RIGHTS AGREEMENT</U>&#148;). UNDER CERTAIN CIRCUMSTANCES SPECIFIED IN SECTION&nbsp;7(e) OF THE RIGHTS AGREEMENT, RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON OR AN ASSOCIATE OR
AFFILIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT) AND ANY SUBSEQUENT HOLDER OF SUCH RIGHTS MAY BECOME NULL AND VOID. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Right Certificate </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">WISDOMTREE, INC. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">This certifies that ________________, or registered assigns, is the registered owner of the number of Rights set forth above, each of which
entitles the owner thereof, subject to the terms, provisions and conditions of the Stockholder Rights Agreement dated as of March&nbsp;17, 2023<I> </I>(the &#147;<U>Rights Agreement</U>&#148;) between WisdomTree, Inc. (the
&#147;<U>Company</U>&#148;) and Continental Stock Transfer&nbsp;&amp; Trust Company, as Rights Agent (the &#147;<U>Rights Agent</U>&#148;), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights
Agreement) and prior to the close of business on March&nbsp;16, 2024 at the office or offices of the Rights Agent designated for such purpose, or its successors as Rights Agent, one <FONT STYLE="white-space:nowrap">ten-thousandth</FONT> of a fully
paid, <FONT STYLE="white-space:nowrap">non-assessable</FONT> share of the Series B Junior Participating Cumulative Preferred Stock (the &#147;<U>Preferred Stock</U>&#148;) of the Company, at a purchase price of $________ per one <FONT
STYLE="white-space:nowrap">ten-thousandth</FONT> of a share (the &#147;<U>Exercise Price</U>&#148;), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase and the related Certificate duly executed. The
number of Rights evidenced by this Right Certificate (and the number of shares which may be purchased upon exercise thereof) set forth above, and the Exercise Price per share set forth above, are the number and Exercise Price as of
<B>_______________</B>, based on the Preferred Stock as constituted at such date. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Upon the occurrence of a Section&nbsp;11(a)(ii) Event
(as such term is defined in the Rights Agreement), if the Rights evidenced by this Right Certificate are beneficially owned by (i)&nbsp;an Acquiring Person or an Affiliate or Associate of any such Person (as such terms are defined in the Rights
Agreement), (ii) a transferee of any such Acquiring Person or Associate or Affiliate thereof, or (iii)&nbsp;under certain circumstances specified in the Rights Agreement, a transferee of a Person who, after such transfer, became an Acquiring Person
or an Affiliate or Associate of an Acquiring Person, such Rights shall become null and void and no holder hereof shall have any right with respect to such Rights from and after the occurrence of such Section&nbsp;11(a)(ii) Event. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">B-1 </P>

</DIV></Center>


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<Center><DIV STYLE="width:8.5in" align="left">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">As provided in the Rights Agreement, the Exercise Price and the number of shares of
Preferred Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">This Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and
conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the
Rights Agent, the Company and the holders of the Right Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the
Rights Agreement are on file at the principal office of the Company and the designated office of the Rights Agent and are also available upon written request to the Company or the Rights Agent. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">This Right Certificate, with or without other Right Certificates, upon surrender at the office or offices of the Rights Agent designated for
such purpose, may be exchanged for another Right Certificate or Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Preferred Stock as the Rights evidenced by the Right
Certificate or Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Certificate or Certificates for
the number of whole Rights not exercised. If this Right Certificate shall be exercised in whole or in part pursuant to Section&nbsp;11(a)(ii) of the Rights Agreement, the holder shall be entitled to receive this Right Certificate duly marked to
indicate that such exercise has occurred as set forth in the Rights Agreement. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Under certain circumstances, subject to the provisions of
the Rights Agreement, the Board of Directors of the Company at its option may exchange all or any part of the Rights evidenced by this Certificate for shares of the Company&#146;s Common Stock or Preferred Stock at an exchange ratio (subject to
adjustment) specified in the Rights Agreement. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Subject to the provisions of the Rights Agreement, the Rights evidenced by this
Certificate may be redeemed by the Board of Directors of the Company at its option at a redemption price of $0.01 per Right (payable in cash, Common Stock or other consideration deemed appropriate by the Board of Directors). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Company is not obligated to issue fractional shares of stock upon the exercise of any Right or Rights evidenced hereby (other than
fractions which are integral multiples of one <FONT STYLE="white-space:nowrap">ten-thousandth</FONT> of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts). If the Company elects not to issue
such fractional shares, in lieu thereof a cash payment will be made, as provided in the Rights Agreement. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">B-2 </P>

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<Center><DIV STYLE="width:8.5in" align="left">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">No holder of this Right Certificate, as such, shall be entitled to vote or receive dividends
or be deemed for any purpose the holder of shares of Preferred Stock, Common Stock or any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be
construed to confer upon the holder hereof, as such, any of the rights of a 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 Right Certificate shall have been exercised as provided in the Rights Agreement. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">This Right Certificate shall not be valid or
obligatory for any purpose until it shall have been countersigned by an authorized signatory of the Rights Agent. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">WITNESS the electronic
signature of the proper officers of the Company as a document under corporate seal. </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt">


<TR>

<TD WIDTH="3%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="43%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="4%"></TD>

<TD VALIGN="bottom"></TD>
<TD WIDTH="3%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="43%"></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3">Attested:</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" COLSPAN="3">WISDOMTREE, INC.</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">By:</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:Times New Roman">&nbsp;</P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">By:</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:Times New Roman">&nbsp;</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3">Secretary or Assistant Secretary</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Name:</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD COLSPAN="3" VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Title: Chair, Vice Chair, Chief Executive Officer, President or Vice President</TD></TR>
</TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TR>

<TD WIDTH="7%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="92%"></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3">Countersigned:</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16" COLSPAN="3"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3">Continental Stock Transfer&nbsp;&amp; Trust Company</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">By:</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:Times New Roman">&nbsp;</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Name:</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Title:</TD></TR>
</TABLE>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">B-3 </P>

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<Center><DIV STYLE="width:8.5in" align="left">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>[Form of Reverse Side of Right Certificate] </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>FORM OF ASSIGNMENT </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>(To
be executed by the registered holder if such </B></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>holder desires to transfer the Right Certificate.) </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">FOR VALUE RECEIVED ___________________________ hereby sells, assigns and transfers unto ____________________________________ (Please print
name and address of transferee) ____________________________________ this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________ Attorney, to transfer the within
Right Certificate on the books of the within-named Company, with full power of substitution. </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="92%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" ALIGN="center">


<TR>

<TD WIDTH="48%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="30%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="20%"></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Dated: _________, __</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:Times New Roman">&nbsp;</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Signature</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16" COLSPAN="3"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3">Signature&nbsp;Medallion&nbsp;Guaranteed:&nbsp;___________________________________</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"></TD></TR>
</TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Signatures must be medallion guaranteed by an &#147;eligible guarantor institution&#148; as defined in Rule <FONT
STYLE="white-space:nowrap">17Ad-15</FONT> promulgated under the Securities Exchange Act of 1934, as amended. </P> <P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>CERTIFICATE </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The undersigned hereby certifies by checking the appropriate boxes that: </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(1) the Rights evidenced by this Right Certificate ______ are ______ are not being transferred by or on behalf of a Person who is or was an
Acquiring Person or an Affiliate or Associate of any such Person (as such terms are defined in the Rights Agreement); and </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(2) after due
inquiry and to the best knowledge of the undersigned, the undersigned ____ did ____ did not directly or indirectly acquire the Rights evidenced by this Right Certificate from any Person who is, was or became an Acquiring Person or an Affiliate or
Associate of any such Person. </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="92%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" ALIGN="center">


<TR>

<TD WIDTH="48%"></TD>

<TD VALIGN="bottom"></TD>
<TD WIDTH="29%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="19%"></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Dated: _________, __</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:Times New Roman">&nbsp;</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Signature</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"></TD></TR>
</TABLE>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">B-4 </P>

</DIV></Center>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
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<Center><DIV STYLE="width:8.5in" align="left">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>NOTICE </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The signature to the foregoing Assignment and Certificate must correspond to the name as written upon the face of this Right Certificate in
every particular, without alteration or enlargement or any change whatsoever. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">B-5 </P>

</DIV></Center>


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<Center><DIV STYLE="width:8.5in" align="left">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>FORM OF ELECTION TO PURCHASE </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>(To be executed if holder desires to </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>exercise the Right Certificate.) </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">To
WISDOMTREE, INC.: </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">The undersigned hereby irrevocably elects to exercise _______ Rights represented by this Right Certificate to purchase
the shares of Preferred Stock issuable upon the exercise of the Rights (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) and requests that certificates for such shares be issued in
the name of: </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><DIV ALIGN="right">
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="82%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt">


<TR>

<TD WIDTH="100%"></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Please insert social security or other identifying taxpayer number: __________________</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:Times New Roman">&nbsp;</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" ALIGN="center">(Please print name and address)</TD></TR>
</TABLE></DIV> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">If such number of Rights shall not be all the Rights evidenced by this Right Certificate or if the
Rights are being exercised pursuant to Section&nbsp;11(a)(ii) of the Rights Agreement, a new Right Certificate for the balance of such Rights shall be registered in the name of and delivered to: </P>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><DIV ALIGN="right">
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<TR>

<TD WIDTH="100%"></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Please insert social security or other identifying taxpayer number: __________________</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:Times New Roman">&nbsp;</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" ALIGN="center">(Please print name and address)</TD></TR>
</TABLE></DIV> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TR>

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<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="48%"></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Dated: _________, __</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Signature</TD></TR></TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Signature Medallion Guaranteed: ______________________________ </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">B-6 </P>

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<Center><DIV STYLE="width:8.5in" align="left">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>CERTIFICATE </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">The undersigned hereby certifies by checking the appropriate boxes that: </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(1) the Rights evidenced by this Right Certificate ____ are ____ are not being exercised by or on behalf of a Person who is or was an
Acquiring Person or an Affiliate or Associate of any such Person (as such terms are defined in the Rights Agreement); and </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(2) after due
inquiry and to the best knowledge of the undersigned, the undersigned ____ did ____ did not directly or indirectly acquire the Rights evidenced by this Right Certificate from any Person who is, was or became an Acquiring Person or an Affiliate or
Associate of any such Person. </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" ALIGN="center">


<TR>

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<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="48%"></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Dated: _________, __</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Signature</TD></TR>
</TABLE>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">B-7 </P>

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<Center><DIV STYLE="width:8.5in" align="left">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>NOTICE </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">The signature to the foregoing Election to Purchase and Certificate must correspond to the name as written upon the face of this Right
Certificate in every particular, without alteration or enlargement or any change whatsoever. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">B-8 </P>

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<Center><DIV STYLE="width:8.5in" align="left">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">Exhibit C </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">FORM OF </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">SUMMARY OF RIGHTS </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">SUMMARY OF </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">STOCKHOLDER RIGHTS
AGREEMENT </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">OF </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">WISDOMTREE, INC.
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">On March&nbsp;17, 2023 the Board of Directors of WisdomTree, Inc. (the &#147;<U>Company</U>&#148;) adopted a stockholder rights plan, as
set forth in the Stockholder Rights Agreement, dated March&nbsp;17, 2023 between the Company and Continental Stock Transfer&nbsp;&amp; Trust Company, as Rights Agent (the &#147;<U>Rights Agreement</U>&#148;).&nbsp;The Rights Agreement is intended to
protect the Company and its stockholders from efforts to obtain control of the Company that the Board of Directors determines are not in the best interests of the Company and its stockholders, and to enable all stockholders to realize the long-term
value of their investment in the Company. The Rights Agreement is not intended to interfere with any merger, tender or exchange offer or other business combination approved by the Board of Directors. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">The following description of the terms of the Rights Agreement does not purport to be complete and is qualified in its entirety by reference
to the Rights Agreement, which has been filed with the Securities and Exchange Commission as an exhibit to a Registration Statement on Form <FONT STYLE="white-space:nowrap">8-A</FONT> dated March&nbsp;17, 2023. A copy of the Rights Agreement is
available free of charge from the Company. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Rights Dividend:</B> Pursuant to the terms of the Rights Agreement, the Board of Directors declared a
dividend distribution of (i)&nbsp;one Right (as defined below) for each outstanding share of common stock, par value $0.01 per share, of the Company (the &#147;<U>Common Stock</U>&#148;) and (ii) 1,000 Rights for each outstanding share of Series A <FONT
STYLE="white-space:nowrap">Non-Voting</FONT> Convertible Preferred Stock, par value $0.01 per share, of the Company (the &#147;<U>Series A Preferred Stock</U>&#148;) to stockholders of record as of the close of business on March&nbsp;28, 2023 (the
&#147;<U>Record Date</U>&#148;).&nbsp;In addition, one Right will automatically attach to each share of Common Stock and 1,000 Rights will automatically attach to each share of Series A Preferred Stock, in each case, issued between the Record Date
and the earlier of the Distribution Date (as defined below) and the expiration date of the Rights. Each &#147;<U>Right</U>&#148; entitles the registered holder thereof to purchase from the Company a unit consisting of one <FONT
STYLE="white-space:nowrap">ten-thousandth</FONT> of a share (a &#147;<U>Unit</U>&#148;) of Series&nbsp;B Junior Participating Cumulative Preferred Stock, par value $0.01 per share, of the Company (the &#147;<U>Preferred Stock</U>&#148;) at a cash
exercise price of $32.00 per Unit (the &#147;<U>Exercise Price</U>&#148;), subject to adjustment, under certain conditions specified in the Rights Agreement and summarized below. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">C-1 </P>

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<Center><DIV STYLE="width:8.5in" align="left">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Distribution Date:</B> Initially, the Rights are not exercisable and are attached to and trade with all
shares of Common Stock or Series A Preferred Stock outstanding as of, and issued subsequent to, the Record Date.&nbsp;The Rights will separate from the Common Stock and Series A Preferred Stock and will become exercisable upon the earlier of: </P>
<P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="5%">&nbsp;</TD>
<TD WIDTH="3%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">the close of business on the tenth calendar day following the first public announcement that a person or group of
affiliated or associated persons has become an &#147;<U>Acquiring Person</U>&#148; by acquiring beneficial ownership of 10% (or 20% in the case of a person which, together with all affiliates and associates of such person, is the beneficial owner of
shares of Common Stock of the Company representing less than 20% of the shares of Common Stock of the Company then outstanding, and which is entitled to file, and files, or has filed, a statement on Schedule 13G pursuant to Rule <FONT
STYLE="white-space:nowrap">13d-1(b)</FONT> or Rule <FONT STYLE="white-space:nowrap">13d-1(c)</FONT> of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended as such rules are 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 such person) or more of the outstanding shares of Common Stock, other than as a result of repurchases of stock by the Company or
certain inadvertent actions by a stockholder (the date of said announcement being referred to as the &#147;<U>Stock Acquisition Date</U>&#148;); or </P></TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="5%">&nbsp;</TD>
<TD WIDTH="3%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">the close of business on the tenth business day (or such later day as the Board of Directors may determine)
following the commencement of a tender offer or exchange offer that could result upon its consummation in a person or group becoming an Acquiring Person (the earlier of such dates being herein referred to as the &#147;<U>Distribution
Date</U>&#148;). </P></TD></TR></TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">For purposes of the Rights Agreement, beneficial ownership is defined to include ownership of
securities that are subject to a derivative transaction and acquired derivative securities. Swaps dealers unassociated with any control intent or intent to evade the purposes of the Rights Agreement are excepted from such imputed beneficial
ownership. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Until the Distribution Date (or earlier redemption, exchange or expiration of the Rights), (1)&nbsp;the Rights will be evidenced by the Common
Stock or Series A Preferred Stock certificates (or, with respect to any uncertificated shares of Common Stock or Series A Preferred Stock registered in book entry form (&#147;<U>Book Entry Shares</U>&#148;), by notation in book entry) and will be
transferred with and only with such shares of Common Stock or Series A Preferred Stock, (2)&nbsp;new Common Stock or Series A Preferred Stock certificates or Book Entry Shares issued after the Record Date will contain a notation incorporating the
Rights Agreement by reference, and (3)&nbsp;the surrender for transfer of any certificates for Common Stock or Series A Preferred Stock or Book Entry Shares will also constitute the transfer of the Rights associated with the Common Stock or Series A
Preferred Stock represented thereby. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">As soon as practicable after the Distribution Date, one or more certificates evidencing Rights (the &#147;<U>Right
Certificates</U>&#148;) will be mailed to holders of record of Common Stock and Series A Preferred Stock as of the close of business on the Distribution Date and, thereafter, the separate Right Certificates alone will represent the
Rights.&nbsp;Except as otherwise determined by the Board of Directors, only shares of Common Stock or Series A Preferred Stock issued prior to the Distribution Date will be issued with Rights. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">C-2 </P>

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<Center><DIV STYLE="width:8.5in" align="left">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Subscription and Merger Rights: </B>In the event that a Stock Acquisition Date occurs, proper provision
will be made so that each holder of a Right (other than an Acquiring Person or its associates or affiliates, whose Rights shall become null and void) will thereafter have the right to receive upon exercise, in lieu of a number of shares of Preferred
Stock, that number of shares of Common Stock of the Company (or, in certain circumstances, including if there are insufficient shares of Common Stock to permit the exercise in full of the Rights, Units of Preferred Stock, other securities, cash or
property, or any combination of the foregoing) having a market value of two times the Exercise Price of the Right (such right being referred to as the &#147;<U>Subscription Right</U>&#148;).&nbsp;In the event that, at any time following the Stock
Acquisition Date: </P> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="5%">&nbsp;</TD>
<TD WIDTH="3%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">the Company consolidates with, or merges with and into, any other person, and the Company is not the continuing
or surviving corporation; </P></TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="5%">&nbsp;</TD>
<TD WIDTH="3%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">any person consolidates with the Company, or merges with and into the Company and the Company is the continuing
or surviving corporation of such merger and, in connection with such merger, all or part of the shares of Common Stock are changed into or exchanged for stock or other securities of any other person or cash or any other property; or
</P></TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="5%">&nbsp;</TD>
<TD WIDTH="3%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">50% or more of the Company&#146;s assets or earning power is sold, mortgaged or otherwise transferred,
</P></TD></TR></TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">each holder of a Right (other than an Acquiring Person or its associates or affiliates, whose Rights shall become null and void) will
thereafter have the right to receive, upon exercise, common stock of the acquiring company having a market value equal to two times the Exercise Price of the Right (such right being referred to as the &#147;<U>Merger Right</U>&#148;).</P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">The holder of a Right will continue to have the Merger Right whether or not such holder has exercised the Subscription Right.&nbsp;Rights that
are or were beneficially owned by an Acquiring Person may (under certain circumstances specified in the Rights Agreement) become null and void. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">Until a Right is exercised, the holder will have no rights as a stockholder of the Company (beyond those as an existing stockholder),
including the right to vote or to receive dividends.&nbsp;While the distribution of the Rights will not be taxable to stockholders or to the Company, stockholders may, depending upon the circumstances, recognize taxable income in the event that the
Rights become exercisable for shares of Common Stock, other securities of the Company, other consideration or for common stock of an acquiring company. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Exchange Feature:</B> At any time after a person becomes an Acquiring Person, the Board of Directors may, at its option, exchange all or any part of the
then outstanding and exercisable Rights for shares of Common Stock at an exchange ratio of one share of Common Stock for each Right, subject to adjustment as specified in the Rights Agreement.&nbsp;Notwithstanding the foregoing, the Board of
Directors generally will not be empowered to effect such exchange at any time after any person becomes the beneficial owner of 50% or more of the Common Stock of the Company. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">C-3 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Adjustments:</B> The Exercise Price payable, and the number of shares of Common Stock or other securities
or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution: </P> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="5%">&nbsp;</TD>
<TD WIDTH="3%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Stock;
</P></TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">if holders of the Preferred Stock are granted certain rights or warrants to subscribe for Preferred Stock or
convertible securities at less than the current market price of the Preferred Stock; or </P></TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">upon the distribution to holders of the Preferred Stock of evidences of indebtedness or assets (excluding regular
quarterly cash dividends) or of subscription rights or warrants (other than those referred to above). </P></TD></TR></TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">With certain exceptions, no
adjustment in the Exercise Price will be required until cumulative adjustments amount to at least 1% of the Exercise Price.&nbsp;The Company is not obligated to issue fractional shares.&nbsp;If the Company elects not to issue fractional shares, in
lieu thereof an adjustment in cash will be made based on the fair market value of the Preferred Stock on the last trading date prior to the date of exercise. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Redemption:</B> The Rights may be redeemed in whole, but not in part, at a price of $0.01 per Right (payable in cash, Common Stock or other consideration
deemed appropriate by the Board of Directors) by the Board of Directors only until the earlier of (1)&nbsp;the time at which any person becomes an Acquiring Person or (2)&nbsp;the expiration date of the Rights Agreement.&nbsp;Immediately upon the
action of the Board of Directors ordering redemption of the Rights, the Rights will terminate and thereafter the only right of the holders of Rights will be to receive the redemption price. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Amendment:</B> The Rights Agreement may be amended by the Board of Directors in its sole discretion at any time prior to the time at which any person
becomes an Acquiring Person.&nbsp;After such time the Board of Directors may, subject to certain limitations set forth in the Rights Agreement, amend the Rights Agreement only to cure any ambiguity, defect or inconsistency, to shorten or lengthen
any time period, or to make changes that do not adversely affect the interests of Rights holders (excluding the interests of an Acquiring Person or its associates or affiliates).</P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Expiration Date: </B>The Rights are not exercisable until the Distribution Date and will expire at the close of business on March&nbsp;16, 2024 provided
that if the Company&#146;s stockholders have not ratified the Rights Agreement by the close of business on the first day after the Company&#146;s 2023 meeting of stockholders (including any adjournments or postponement thereof), the Rights will
expire at such time, in each case, unless previously redeemed or exchanged by the Company. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">C-4 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Qualifying Offer: </B>If the Company receives a &#147;<U>Qualifying Offer</U>&#148; (as defined in the
Rights Agreement) that has not been terminated and continues to be a Qualifying Offer for the period hereinafter described and the Board has not redeemed the outstanding Rights, exempted such Qualifying Offer from the terms of the Rights Agreement
or called a special meeting for stockholders to vote on whether to exempt the Qualifying Offer from the terms of the Rights Agreement within ninety (90)&nbsp;business days following the commencement of such Qualifying Offer, and if, within ninety
(90)&nbsp;to one hundred twenty (120)&nbsp;business days following commencement of such Qualifying Offer, the Company receives a notice in compliance with the Rights Agreement from holders of record (or their duly authorized proxy) of at least ten
percent (10%) of the Common Stock (excluding shares beneficially owned by the offeror and its Affiliates and Associates) requesting a special meeting of the Company&#146;s stockholders to vote on a resolution to exempt the Qualifying Offer (the
&#147;<U>Qualifying Offer Resolution</U>&#148;) from the terms of the Rights Agreement, then the Board must call and hold such a special meeting (the &#147;<U>Special Meeting</U>&#148;) by the ninetieth (90th) business day following receipt of the
stockholder notice (the &#147;<U>Outside Meeting Date</U>&#148;). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">If prior to holding a vote on the Qualifying Offer Resolution at the
Special Meeting, the Company enters into an agreement conditioned on the approval by holders of a majority of the outstanding shares of Common Stock with respect to a share exchange, <FONT STYLE="white-space:nowrap">one-step</FONT> merger, tender
offer and <FONT STYLE="white-space:nowrap">back-end</FONT> merger, consolidation, recapitalization, reorganization, business combination or a similar transaction involving the Company or the direct or indirect acquisition of more than fifty percent
(50%) of the Company&#146;s consolidated total assets or earning power, the Outside Meeting Date may be extended by the Board of Directors so that stockholders vote on whether to exempt the qualifying offer at the same time as they vote on such
agreement. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">If the Board does not hold the Special Meeting by the Outside Meeting Date to vote on the exemption of the Qualifying Offer,
the Qualifying Offer will be deemed exempt from the Rights Agreement ten (10)&nbsp;business days after the Outside Meeting Date. If the Board does hold a Special Meeting and stockholders vote at such meeting in favor of exempting the Qualifying
Offer from the terms of the Rights Agreement, the Qualifying Offer will be deemed exempt from the Rights Agreement ten (10)&nbsp;business days after the votes are certified as official by the inspector of elections. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">A &#147;<U>Qualifying Offer</U>&#148;, in summary terms, is an offer determined by a majority of the independent members of the Board (as such
independence is determined by the Board in accordance with the listing rules of the New York Stock Exchange) to have the following characteristics, among others, which are generally intended to preclude offers that are coercive, abusive or highly
contingent: </P> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
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<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">is a fully financed <FONT STYLE="white-space:nowrap">all-cash</FONT> tender offer or an exchange offer offering
shares of common stock of the offeror, or a combination thereof, for any and all of the outstanding shares of Common Stock (whether such shares are outstanding at the commencement of the offer or become outstanding thereafter upon the exercise or
conversion of options or other securities that are outstanding at the commencement of the offer); </P></TD></TR></TABLE>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">C-5 </P>

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<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
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<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">is an offer that is subject only to the minimum tender condition described below and other customary terms and
conditions, which conditions shall not include any financing, funding or similar condition or any requirements with respect to the offeror or its agents or any other Person being permitted any due diligence with respect to the books, records,
management, accountants and other outside advisors of the Company; </P></TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
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<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">is an offer pursuant to which the Company has received an irrevocable written commitment of the offeror that the
offer will remain open for at least ninety (90)&nbsp;business days and, if a Special Meeting is duly requested by stockholders in accordance with the terms of the Rights Agreement, for at least ten (10)&nbsp;business days after the date of the
Special Meeting or, if no Special Meeting is held within ninety (90)&nbsp;business days following receipt of the Special Meeting notice delivered in accordance with the Rights Agreement, for at least ten (10)&nbsp;business days following such ninety
(90)&nbsp;business day period; </P></TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
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<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">an offer that is conditioned on a minimum of at least <FONT STYLE="white-space:nowrap">two-thirds</FONT> of the
outstanding shares of Common Stock not held by the Person making such offer (and such Persons Related Persons) being tendered and not withdrawn as of the offer&#146;s expiration date, which condition shall not be waivable; </P></TD></TR></TABLE>
<P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
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<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">an offer pursuant to which the Company has received an irrevocable written commitment by the offeror to
consummate as promptly as practicable upon successful completion of the offer a second-step transaction whereby all Common Stock not tendered into the offer will be acquired at the same consideration per share actually paid pursuant to the offer,
subject to statutory appraisal rights, if any; and </P></TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
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<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">an offer that is otherwise in the best interests of the Company and its stockholders. </P></TD></TR></TABLE>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">As set forth in the Rights Agreement, additional requirements apply to offers not consisting solely of cash consideration. Notwithstanding the
inclusion of a Qualifying Offer provision in the Rights Agreement, the Board reserves the right to reject any Qualifying Offer or any other tender or exchange offer or other acquisition proposal, or take any other action with respect to any
Qualifying Offer or any tender or exchange offer or other acquisition proposal that the Board believes is necessary or appropriate in the exercise of its fiduciary duties. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">C-6 </P>

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