Other Matters
As of the date of this Proxy Statement,
the Board does not know of any matters to be presented at the 2020 annual meeting other than those specifically set forth above.
If other matters should properly come before the annual meeting or any adjournment thereof, including stockholder proposals that
have been excluded pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, the persons named as proxies intend to vote
the shares represented by them in accordance with their best judgment with respect to such matters.
|
By order of the Board of Directors,
|
|
|
|
Dennis J. Scott
|
|
Senior Vice President, General Counsel, Chief Compliance
|
|
Officer and Corporate Secretary
|
|
|
Bethesda, Maryland
|
|
April 29, 2020
|
|
Appendix A
EXECUTION COPY
SECTION 382 RIGHTS AGREEMENT
dated as of April 6, 2016
among
CENTRUS ENERGY CORP.,
COMPUTERSHARE TRUST COMPANY, N.A.,
and
COMPUTERSHARE INC.
as Rights Agent
TABLE OF CONTENTS
TABLE OF CONTENTS
(continued)
Exhibits
|
A
|
Certificate of Designation
|
|
B
|
Form of Right Certificate
|
SECTION 382 RIGHTS AGREEMENT
dated as of April 6, 2016 (the “Rights Agreement”), among CENTRUS ENERGY CORP., a Delaware corporation (the
“Company”), COMPUTERSHARE INC., a Delaware limited liability company (“Computershare”) and
COMPUTERSHARE TRUST COMPANY, N.A., a federally chartered trust company (together with Computershare (the “Rights Agent”).
WHEREAS, the Company has generated
NOLs and other Tax Benefits (as such terms are hereinafter defined) for United States Federal income tax purposes; and such NOLs
and other Tax Benefits may potentially provide valuable tax benefits to the Company; the Company desires to avoid an “ownership
change” within the meaning of Section 382 and the Treasury Regulations (as such terms are hereinafter defined) promulgated
thereunder, and thereby preserve the ability to utilize fully such NOLs and other Tax Benefits; and, in furtherance of such objective,
the Company desires to enter into this Rights Agreement; and
WHEREAS, the Board of Directors of the
Company (the “Board”) has authorized and declared a dividend of one Right (as hereinafter defined) for each
share of (i) Class A Common Stock, par value $0.10 per share, of the Company (the “Common Stock”) and (ii) Class
B Common Stock, par value $0.10 per share, of the Company (the “Class B Common Stock”), in each case outstanding
at the Close of Business (as hereinafter defined) on April 6, 2016 (the “Record Date”), and has authorized the
issuance of one Right (as such number may hereafter be adjusted pursuant to the provisions of this Rights Agreement) with respect
to each share of Common Stock and Class B Common Stock that shall become outstanding (whether originally issued or delivered from
the Company’s treasury) between the Record Date and the earliest of the Distribution Date, the Redemption Date or the Expiration
Date (as such terms are hereinafter defined); provided, however, that Rights may be issued with respect to shares
of Common Stock and Class B Common Stock that shall become outstanding after the Distribution Date (whether originally issued or
delivered from the Company’s treasury) and prior to the earlier of the Redemption Date or the Expiration Date only in accordance
with the provisions of Section 23. Each Right shall initially represent the right to purchase one one-thousandth (1/1,000th) of
a share of Series A Participating Cumulative Preferred Stock, par value $1.00 per share, of the Company (the “Preferred
Shares”), having the powers, rights and preferences set forth in the Certificate of Designation attached hereto as Exhibit
A.
NOW, THEREFORE, in consideration of the premises
and the mutual agreements herein set forth, the parties hereby agree as follows:
SECTION 1. Certain Definitions. For purposes
of this Rights Agreement, the following terms have the meanings indicated:
“Acquiring Person”
shall mean any Person who or which, alone or together with all Affiliates and Associates of such Person, shall be the Beneficial
Owner of 4.99% or more of the Common Shares then outstanding, but not including (a) the Company, any Subsidiary of the Company,
any employee benefit or compensation plan of the Company or of any of its Subsidiaries or any Person organized, appointed or established
by the Company and holding Common Shares for or pursuant to the terms of any such employee benefit or compensation plan, (b) any
Grandfathered Person, unless such Grandfathered Person becomes the Beneficial Owner of a percentage of Common Shares then outstanding
exceeding such Grandfathered Person’s Grandfathered Percentage by 0.5% or more of the outstanding Common Shares or (c) any
Exempt Person; provided, however, that no Person who or which, alone or together with all Affiliates and Associates
of such Person, has become and is the Beneficial Owner of 4.99% or more (or in the case of a Grandfathered Person, has exceeded
and is exceeding such Grandfathered Person’s Grandfathered Percentage by 0.5% or more) of the Common Shares at the time outstanding,
will be deemed to have become an Acquiring Person solely as the result of (i) a change in the aggregate number of Common Shares
outstanding since the last date on which such Person acquired Beneficial Ownership of any Common Shares, including pursuant to
a dividend or distribution of shares by the Company made on a pro rata basis to all holders of Common Shares or the issuance of
shares by the Company pursuant to a split or subdivision of the outstanding Common Shares; (ii) equity compensation awards granted
to such Person by the Company or as a result of an adjustment to the number of Common Shares represented by such equity compensation
award pursuant to the terms thereof, unless and until such time, in the case of clause (i) and clause (ii), as such Person or one
or more of its Affiliates or Associates thereafter acquires Beneficial Ownership of one additional Common Share (other than any
Common Shares acquired as described in clause (i) or (ii) above); or (iii) the acquisition by such Person or one or more of its
Affiliates or Associates of Beneficial Ownership of additional Common Shares if the Board determines that such acquisition was
made in good faith without the knowledge by such Person or one or more of its Affiliates or Associates that such Person would thereby
become an Acquiring Person (including because (A) such Person was unaware that it Beneficially Owned a percentage of then-outstanding
Common Shares that would otherwise cause such Person, together with all Affiliates and Associates of such Person, to become an
“Acquiring Person” or (B) such Person was aware of the extent of its Beneficial Ownership but was unaware of the consequences
of such Beneficial Ownership under this Rights Agreement), which determination of the Board shall be conclusive and binding on
such Person, the Rights Agent, the holders of the Rights and all other Persons.
Notwithstanding clause (iii) of the proviso in the prior
sentence, unless the Board determines pursuant to the definition of “Exempt Person” that an Inadvertent Acquiror is
an Exempt Person, if any Person that is not an Acquiring Person due to such clause (iii) does not reduce its, together with all
of its Affiliates’ and Associates’, percentage of Beneficial Ownership of Common Shares to less than 4.99% (or in the
case of a Grandfathered Person, to less than 0.5% in excess of its Grandfathered Percentage) by the Close of Business on the tenth
calendar day after notice from the Company (the date of notice being the first day) that such Person’s Beneficial Ownership
of Common Shares would make it an Acquiring Person, such Person shall, at the end of such ten calendar day period, become an Acquiring
Person (and such clause (iii) shall no longer apply to such Person). If any Person that is not an Acquiring Person due to such
clause (iii) and the requirements of the prior sentence shall again become the Beneficial Owner of 4.99% or more (or in the case
of a Grandfathered Person, a percentage of Common Shares then outstanding exceeding such Grandfathered Person’s Grandfathered
Percentage by 0.5% or more) of the Common Shares then outstanding, such Person shall be deemed an “Acquiring Person”,
subject to the exceptions set forth in this definition.
Notwithstanding the foregoing, no Person shall become an “Acquiring
Person” solely as a result of an Exempt Transaction.
Notwithstanding the foregoing, no Person shall become
an “Acquiring Person” solely as the result of an acquisition of Common Shares by the Company which, by reducing the
number of Common Shares outstanding, increases the proportion of the Common Shares beneficially owned by such Person to 4.99% or
more (or in the case of a Grandfathered Person, has exceeded and is exceeding such Grandfathered Person’s Grandfathered Percentage
by 0.5% or more) of the Common Shares at the time outstanding unless and until such time as such Person or one or more of its Affiliates
or Associates thereafter acquires Beneficial Ownership of one additional Common Share unless, upon becoming the Beneficial Owner
of such additional Common Share, such Person is not then the Beneficial Owner of 4.99% or more (or in the case of a Grandfathered
Person, of a percentage of Common Shares then outstanding exceeding such Grandfathered Person’s Grandfathered Percentage
by 0.5% or more) of the Common Shares at the time outstanding.
“Affiliate” and “Associate”,
when used with reference to any Person, shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General
Rules and Regulations under the Exchange Act, as in effect on the date of this Rights Agreement, and to the extent not included
within the foregoing, shall also include, with respect to any Person, any other Person whose Common Shares would be deemed to be
constructively owned by such first Person, owned by a single “entity” as defined in Section 1.382-3(a)(1) of the Treasury
Regulations, or otherwise aggregated with shares owned by such first Person, pursuant to the provisions of the Code, or any successor
or replacement provision, and the Treasury Regulations promulgated thereunder.
A Person shall be deemed the “Beneficial
Owner” of, and shall be deemed to “beneficially own”, and shall be deemed to have “Beneficial
Ownership” of, any securities:
(a)
which such Person or any of such Person’s Affiliates or Associates is deemed to “beneficially own” within
the meaning of Rule 13d-3 of the General Rules and Regulations under the Exchange Act, as in effect on the date of this Rights
Agreement; provided, however, that a Person shall not be deemed the Beneficial Owner of, or to Beneficially Own, or to have Beneficial
Ownership of, any Common Shares by virtue of owning securities or other interests (including rights, options or warrants) that
are convertible or exchangeable into, or exercisable for, such Common Shares, except to the extent that upon the acquisition or
transfer of such securities or other interests, such securities or other interests would be treated as exercised under Section
1.382-4(d) or other applicable sections of the Treasury Regulations;
(b)
which such Person or any of such Person’s Affiliates or Associates has, directly or indirectly: (i) the legal, equitable
or contractual right or obligation to acquire (whether such right is exercisable or such obligation is required to be performed
immediately or only after the passage of time, compliance with regulatory requirements, fulfillment of a condition or otherwise,
or whether within the control of such Person) pursuant to any agreement, arrangement or understanding (written or oral), or upon
the exercise of conversion rights, exchange rights, other rights (other than the Rights), warrants or options, or otherwise; provided,
however, that a Person shall not be deemed under this clause (i) to be the Beneficial Owner of, or to beneficially own,
or to have Beneficial Ownership of, (A) any Common Shares by virtue of owning securities or other interests (including rights,
options or warrants) that are convertible or exchangeable into, or exercisable for, such Common Shares, except to the extent that
upon the acquisition or transfer of such securities or other interests, such securities or other interests would be treated as
exercised under Section 1.382-4(d) or other applicable sections of the Treasury Regulations or (B) any securities tendered pursuant
to a tender or exchange offer made by or on behalf of such Person or any of such Person’s Affiliates or Associates until
such tendered securities are accepted for purchase or exchange thereunder or cease to be subject to withdrawal by the tendering
security holder; or (ii) the right to vote or dispose of, including pursuant to any agreement, arrangement or understanding (written
or oral); provided, however, that a Person shall not be deemed under this clause (ii) to be the Beneficial Owner
of, or to beneficially own, or to have Beneficial Ownership of, any security if (A) the agreement, arrangement or understanding
(written or oral) to vote such security arises solely from a revocable proxy or consent given to such Person in response to a public
proxy or consent solicitation made generally to all holders of Common Shares of the Company in connection with a Proper Stockholder
Solicitation and pursuant to, and in accordance with, the applicable rules and regulations under the Exchange Act and (B) the beneficial
ownership of such security is not also then reportable on Schedule 13D or 13G under the Exchange Act (or any comparable or successor
report);
(c)
which are beneficially owned, directly or indirectly, by any other Person (or an Affiliate or Associate thereof) with which such
Person (or any of such Person’s Affiliates or Associates) (i) has any agreement, arrangement or understanding (written or
oral) for the purpose of acquiring, holding, voting (except pursuant to a revocable proxy as described in the proviso to clause
(b)(ii) of this definition) or disposing of any securities of the Company or (ii) has any agreement, arrangement or understanding
(written or oral) to cooperate in obtaining, changing or influencing the control of the Company; or
(d)
which are the subject of, or the reference securities for, or that underlie, any Derivative Interest (as defined below) of such
Person or any of such Person’s Affiliates or Associates, with the number of Common Shares deemed Beneficially Owned being
the notional or other number of Common Shares specified in the documentation evidencing the Derivative Interest as being subject
to be acquired upon the exercise or settlement of the Derivative Interest or as the basis upon which the value or settlement amount
of such Derivative Interest is to be calculated in whole or in part or, if no such number of Common Shares is specified in such
documentation, as determined by the Board in its sole discretion to be the number of Common Shares to which the Derivative Interest
relates.
Notwithstanding the foregoing, nothing contained in this definition
shall cause a Person to be deemed the “Beneficial Owner” of, or to “beneficially own”, or to have “Beneficial
Ownership” of, securities (A) if the Person is ordinarily engaged in business as an underwriter of securities and has acquired
such securities in a bona fide firm commitment underwriting pursuant to an underwriting agreement with the Company until the expiration
of 40 calendar days (or such later date as the Board may determine in any specific case) after the date of such acquisition, and
then only if such securities continue to be owned by such Person at such expiration of 40 calendar days (or such later date as
the Board may determine in any specific case), or (B) if such Person is a “clearing agency” (as defined in Section
3(a)(23) of the Exchange Act) and has acquired such securities solely as a result of such status.
Notwithstanding anything in this Rights Agreement to
the contrary, (x) to the extent not contained in this definition, a Person shall be deemed the “Beneficial Owner” of
and shall be deemed to “beneficially own” or have “Beneficial Ownership” of, Common Shares that such Person
would be deemed to constructively own or that otherwise would be aggregated with shares owned by such Person pursuant to Section
382, or any successor provision or replacement provision of the Code and the Treasury Regulations promulgated thereunder and (y)
a Person shall not be deemed the Beneficial Owner of, or to Beneficially Own, or to have Beneficial Ownership of, any Common Shares
by virtue of owning shares of Class B Common Stock.
“Board” shall have the meaning set
forth in the introductory paragraph of this Rights Agreement.
“Book Value”, when
used with reference to Common Shares issued by any Person, shall mean the amount of equity of such Person applicable to each Common
Share, determined (a) in accordance with United States generally accepted accounting principles in effect on the date as of which
such Book Value is to be determined, (b) using all the consolidated assets and all the consolidated liabilities of such Person
on the date as of which such Book Value is to be determined, except that no value shall be included in such assets for goodwill
arising from consummation of a business combination (including, without limitation, a Business Combination), and (c) after giving
effect to (i) the exercise of all rights, options and warrants to purchase such Common Shares (other than the Rights), and the
conversion of all securities convertible into such Common Shares, at an exercise or conversion price, per Common Share, which is
less than such Book Value before giving effect to such exercise or conversion (whether or not exercisability or convertibility
is conditioned upon occurrence of a future event), (ii) all dividends and other distributions on the capital stock of such Person
declared prior to the date as of which such Book Value is to be determined and to be paid or made after such date, and (iii) any
other agreement, arrangement or understanding (written or oral), or transaction or other action contemplated prior to the date
as of which such Book Value is to be determined that would have the effect of thereafter reducing such Book Value.
“Business Combination” shall have
the meaning set forth in Section 11(c)(i).
“Business Day”
shall mean each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which banking institutions in the City of
New York, are authorized or obligated by law or executive order to close.
“Certificate of Designation” shall
mean the Certificate of Designation of the Preferred Shares, a copy of which is attached hereto as Exhibit A.
“Class B Common Stock” shall have
the meaning set forth in the introductory paragraph of this Rights Agreement.
“Class B Common Shares”
shall mean the shares of Class B Common Stock or any other shares of capital stock of the Company into which the Class B Common
Stock shall be reclassified or changed.
“Close of Business”
on any given date shall mean 5:00 p.m., New York City time, on such date; provided, however, that, if such date is
not a Business Day, “Close of Business” shall mean 5:00 p.m., New York City time, on the next succeeding Business Day.
“Code” shall mean Internal
Revenue Code of 1986, as amended.
“Common Shares”,
when used with reference to the Company prior to a Business Combination, shall mean the shares of Common Stock or any other shares
of capital stock of the Company into which the Common Stock shall be reclassified or changed and any other interest that would
be treated as “stock” of the Company for purposes of Section 382 (including Treasury Regulation Section 1.382-2T(f)(18))
in this Section 1 and all other provisions of this Rights Agreement in which such meaning is necessary in order to ensure that
this Rights Agreement is effective in carrying out its stated purpose and intent of preserving the Company’s NOLs and other
Tax Benefits. “Common Shares”, when used with reference to any Person (other than the Company prior to a Business
Combination), shall mean shares of capital stock of such Person (if such Person is a corporation) of any class or series, or units
of equity interests in such Person (if such Person is not a corporation) of any class or series, the terms of which do not limit
(as a maximum amount and not merely in proportional terms) the amount of dividends or income payable or distributable on such class
or series or the amount of assets distributable on such class or series upon any voluntary or involuntary liquidation, dissolution
or winding up of such Person and do not provide that such class or series is subject to redemption at the option of such Person,
or any shares of capital stock or units of equity interests into which the foregoing shall be reclassified or changed, and if there
shall be more than one class or series of such shares of capital stock or units of equity interests of such Person, then “Common
Shares” of such Person shall mean the class or series of capital stock of such Person or units of equity interests in
such Person having voting power (being the power under ordinary circumstances (and not merely upon the happening of a contingency)
to vote in the election of directors of such Person (if such Person is a corporation) or to participate in the management and control
of such Person (if such Person is not a corporation)), or in the case of multiple classes or series having voting power, having
the greatest voting power.
“Common Stock” shall have the meaning
set forth in the introductory paragraph of this Rights Agreement.
“Company”
shall have the meaning set forth in the heading of this Rights Agreement; provided, however, that if there is a Business
Combination, “Company” shall have the meaning set forth in Section 11(c)(iii).
The term “control”
with respect to any Person shall mean the power to direct the management and policies of such Person, directly or indirectly, by
or through stock ownership, agency or otherwise, or pursuant to or in connection with an agreement, arrangement or understanding
(written or oral) with one or more other Persons by or through stock ownership, agency or otherwise; and the terms “controlling”
and “controlled” shall have meanings correlative to the foregoing.
“Customer Identification Program”
shall have the meaning set forth in Section 38.
“Derivative Interest”
shall mean any derivative securities (as defined under Rule 16a-1 under the Exchange Act) that increase in value as the value of
the underlying equity increases, including, but not limited to, a long convertible security, a long call option and a short put
option position, in each case, regardless of whether (x) such interest conveys any voting rights in such security, (y) such interest
is required to be, or is capable of being, settled through delivery of such security or (z) transactions hedge the economic effect
of such interest.
“Distribution Date” shall have the
meaning set forth in Section 3(b).
“Exchange Act”
shall mean the Securities Exchange Act of 1934, as amended (or any comparable or successor law or act) as in effect on the date
in question, unless otherwise specifically provided.
“Exchange Consideration” shall have
the meaning set forth in Section 11(b)(i).
“Exempt Person” shall
mean any Person, alone or together with all Affiliates and Associates of such Person, whose Beneficial Ownership of 4.99% or more
of the then outstanding Common Shares, as determined by the Board in its sole discretion, or a duly constituted committee of Independent
Directors, in its sole discretion, including a determination pursuant to Section 34, (a) would not jeopardize or endanger the availability
to the Company of its NOLs or other Tax Benefits, taking into account such facts and circumstances as the Board (or any such committee)
reasonably deems relevant, or (b) is otherwise in the best interests of the Company; provided, however, that the
Board, or a duly constituted committee of Independent Directors, makes such determination either (x) before the time such Person
otherwise would have become an Acquiring Person, or (y) after the time such Person otherwise would have become an Acquiring Person
if the Board, or a duly constituted committee of Independent Directors, has determined that such Person is an Inadvertent Acquiror;
provided, further, that such Person will cease to be an “Exempt Person” if the Board, in its sole discretion,
or a duly constituted committee of Independent Directors, in its sole discretion, makes a contrary determination with respect to
the effect of such Person’s Beneficial Ownership (together with all Affiliates and Associates of such Person) with respect
to the availability to the Company of its NOLs or other Tax Benefits, taking into account such facts and circumstances as the Board
(or any such committee) reasonably deems relevant. In granting an exemption under this definition, the Board, or a duly constituted
committee of Independent Directors, may require any Person who would otherwise be an Acquiring Person to make certain representations,
undertakings or covenants or to agree that any violation or attempted violation of such representations, undertakings or covenants
will result in such consequences and be subject to such conditions as the Board, or a duly constituted committee of Independent
Directors, may determine in its sole discretion, including that any such violation shall result in such Person becoming an Acquiring
Person.
“Exempt Transaction”
shall mean any transaction that the Board determines, or a duly constituted committee of Independent Directors determines, is exempt
from this Rights Agreement, which determination shall be made in the sole discretion of the Board (or any such committee) prior
to the date of such transaction, including if the Board (or any such committee) determines that (a) neither the Beneficial Ownership
of Common Shares by any Person, directly or indirectly, as a result of such transaction nor any other aspect of such transaction
would jeopardize or endanger the availability to the Company of the NOLs or other Tax Benefits, taking into account such facts
and circumstances as the Board (or any such committee) reasonably deems relevant, or (b) such transaction is otherwise in the best
interests of the Company. In granting an exemption under this definition, the Board, or a duly constituted committee of Independent
Directors, may require any Person who would otherwise be an Acquiring Person to make certain representations, undertakings or covenants
or to agree that any violation or attempted violation of such representations, undertakings or covenants will result in such consequences
and be subject to such conditions as the Board, or a duly constituted committee of Independent Directors, may determine in its
sole discretion, including that any such violation shall result in such Person becoming an Acquiring Person.
“Exemption Request” shall have the
meaning set forth in Section 34.
“Expiration Date” shall have the
meaning set forth in Section 7(a).
“Final Expiration Date” shall mean
the Close of Business on April 5, 2019.
“Funds” shall have the meaning set
forth in Section 36.
“include”, “includes”
and “including” shall be deemed to be followed by the words “without limitation”.
“Grandfathered Percentage”
shall mean, with respect to any Grandfathered Person, the percentage of the outstanding Common Shares of the Company that such
Grandfathered Person, together with all Affiliates and Associates of such Grandfathered Person, Beneficially Owns as of the Close
of Business on the date hereof; provided that, in the event any Grandfathered Person shall sell, transfer, or otherwise
dispose of any outstanding Common Shares of the Company after the Close of Business on the date hereof, the Grandfathered Percentage
shall, subsequent to such sale, transfer or disposition, mean, with respect to such Grandfathered Person, the lesser of (a) the
Grandfathered Percentage as in effect immediately prior to such sale, transfer or disposition or (b) the percentage of outstanding
Common Shares of the Company that such Grandfathered Person, together with all Affiliates and Associates of such Grandfathered
Person, Beneficially Owns immediately following such sale, transfer or disposition.
“Grandfathered Person”
shall mean any Person who or which, together with all Affiliates and Associates of such Person, is, as of the Close of Business
on the date hereof, the Beneficial Owner (as disclosed in public filings with the Securities and Exchange Commission on the Close
of Business on the date hereof) of 4.99% or more of the Common Shares of the Company then outstanding. Notwithstanding anything
to the contrary provided in this Rights Agreement, any Grandfathered Person who after the Close of Business on the date hereof
becomes the Beneficial Owner of less than 4.99% of the Common Shares of the Company then outstanding shall cease to be a Grandfathered
Person and shall be subject to all of the provisions of this Rights Agreement in the same manner as any Person who or which is
not and was never a Grandfathered Person.
“Inadvertent Acquiror”
shall mean any Person who would be an Acquiring Person but for clause (iii) of the proviso in the definition of “Acquiring
Person”.
“Independent Director”
shall mean an independent director as defined under Listing Rules of the New York Stock Exchange Market LLC (“New York
Stock Exchange”).
“Major Part”,
when used with reference to the assets of the Company and its Subsidiaries as of any date, shall mean assets (a) having a fair
market value aggregating 50% or more of the total fair market value of all the assets of the Company and its Subsidiaries (taken
as a whole) as of the date in question, (b) accounting for 50% or more of the total value (net of depreciation and amortization)
of all the assets of the Company and its Subsidiaries (taken as a whole) as would be shown on a consolidated or combined balance
sheet of the Company and its Subsidiaries as of the date in question, prepared in accordance with United States generally accepted
accounting principles then in effect, or (c) accounting for 50% or more of the total amount of earnings before interest, taxes,
depreciation and amortization or of the revenues of the Company and its Subsidiaries (taken as a whole) as would be shown on, or
derived from, a consolidated or combined statement of income or net earnings of the Company and its Subsidiaries for the period
of 12 months ending on the last day of the Company’s monthly accounting period next preceding the date in question, prepared
in accordance with United States generally accepted accounting principles then in effect.
“Market Value”, when
used with reference to Common Shares or Preferred Shares on any date, shall mean the average of the daily closing prices, per share,
of such Common Shares or Preferred Shares, as applicable, for the period which is the shorter of (a) 30 consecutive Trading Days
ending on the Trading Day immediately prior to the date in question or (b) the number of consecutive Trading Days beginning on
the Trading Day immediately after the date of the first public announcement of the event requiring a determination of the Market
Value of Common Shares or Preferred Shares, as applicable, and ending on the Trading Day immediately prior to the record date of
such event. The closing price for each Trading Day shall be the closing price quoted on the composite tape for securities listed
on the New York Stock Exchange, or, if such securities are not quoted on such composite tape or if such securities are not listed
on such exchange, on the principal United States securities exchange registered under the Exchange Act (or any recognized foreign
stock exchange) on which such securities are listed, or, if such securities are not listed on any such exchange, the closing price
(or, if no sale takes place on such Trading Day, the average of the closing bid and asked prices on such Trading Day) as quoted
on any reputable quotations system specified by the Board, or if no such quotations are available, the average of the closing bid
and asked prices as furnished by a professional market maker making a market in such securities selected by the Board, or if on
any such Trading Day no market maker is making a market in such securities, the closing price of such securities on such Trading
Day shall be deemed to be the fair value of such securities as determined in good faith by the Board (whose determination shall
be described in a statement filed with the Rights Agent and shall be binding on the Rights Agent, the holders of Rights and all
other Persons); provided, however, that if a Trading Day occurs during a period following an announcement of any
action of the type described in Section 12(a) that would require an adjustment thereunder by the issuer of the securities the closing
price of which is to be determined, then, and in each such case, the closing price of such securities shall be appropriately adjusted
to reflect the effect of such action on the market price of such securities; and provided further, however, that
for the purpose of determining the closing price of the Preferred Shares for any Trading Day on which there is no market maker
for the Preferred Shares, the closing price on such Trading Day shall be deemed to be the Formula Number (as defined in the Certificate
of Designation) multiplied by the closing price of the Common Shares of the Company on such Trading Day.
“NOL” shall mean the Company’s
net operating loss carryforwards.
“Person” shall
mean an individual, firm, corporation, partnership, limited liability company, joint venture, association, trust, unincorporated
organization or other entity, or a group of Persons making a “coordinated acquisition” of shares or otherwise treated
as an entity within the meaning of Section 1.382-3(a)(1) of the Treasury Regulations, and shall include any successor (by merger
or otherwise) of such individual or entity, but shall not include a Public Group (as defined in Section 1.382-2T(f)(13) of the
Treasury Regulations).
“Post Transferee” shall have the
meaning set forth in Section 7(e).
“Preferred Shares”
shall have the meaning set forth in the introductory paragraph of this Rights Agreement. Any reference in this Rights Agreement
to Preferred Shares shall be deemed to include any authorized fraction of a Preferred Share, unless the context otherwise requires.
“Principal Party”
shall mean the Surviving Person in a Business Combination; provided, however, that, (i) if such Surviving Person
is a direct or indirect Subsidiary of any other Person, “Principal Party” shall mean the Person which is the
ultimate parent of such Surviving Person and which is not itself a Subsidiary of another Person, and (ii) in the event ultimate
control of such Surviving Person is shared by two or more Persons, “Principal Party” shall mean that Person
that is immediately controlled by such two or more Persons.
“Prior Transferee” shall have the
meaning set forth in Section 7(e).
“Proper Stockholder Solicitation”
shall mean each of: (a) the annual meeting of the stockholders of the Company; (b) a special meeting of the stockholders of the
Company called pursuant to and in accordance with the Delaware General Corporation Law, the Amended and Restated Certificate of
Incorporation of the Company and the Amended and Restated Bylaws of the Company; or (c) an action by written consent of the stockholders
of the Company (only to the extent permitted in the Amended and Restated Certificate of Incorporation of the Company, as it may
be further amended).
“Purchase Price”
with respect to each Right shall mean $26.00, as such amount may from time to time be adjusted as provided in this Rights Agreement
and shall be payable in lawful money of the United States of America. All references herein to the Purchase Price shall mean the
Purchase Price as in effect at the time in question.
“Record Date” shall have the meaning
set forth in the introductory paragraph of this Rights Agreement.
“Redemption Date” shall have the
meaning set forth in Section 24(a).
“Redemption Price”
with respect to each Right shall mean $0.0001, as such amount may from time to time be adjusted in accordance with Section 12.
All references herein to the Redemption Price shall mean the Redemption Price as in effect at the time in question.
“Registered Common Shares”
shall mean Common Shares that are, as of the date of consummation of a Business Combination, and have continuously been for the
12 months immediately preceding such date, registered under Section 12 of the Exchange Act, and if a Person has multiple classes
or series of Registered Common Shares outstanding, “Registered Common Shares” of such Person shall mean the
class or series of Registered Common Shares of such Person having voting power (being the power under ordinary circumstances (and
not merely upon the happening of a contingency) to vote in the election of directors of such Person (if such Person is a corporation)
or to participate in the management and control of such Person (if such Person is not a corporation)), or in the case of multiple
classes or series having voting power, having the greatest voting power.
“Requesting Person” shall have the
meaning set forth in Section 34.
“Right Certificate” shall mean a
certificate evidencing a Right in substantially the form attached hereto as Exhibit B.
“Rights” shall mean the rights to
purchase Preferred Shares (or other securities) as provided in this Rights Agreement.
“Section 382” shall mean section
382 of the Code or any amended or successor version thereof.
“Securities Act” shall
mean the Securities Act of 1933, as amended (or any comparable or successor law or act), as in effect on the date in question,
unless otherwise specifically provided.
“Share Acquisition Date”
shall mean the date on which the Company learns that a Person has become an Acquiring Person; provided, however that,
if such Person is determined by the Board (a) to be an Exempt Person or (b) to be an Inadvertent Acquiror, then in the case of
each of clause (a) and (b), the Share Acquisition Date shall be deemed not to have occurred; but only for so long as such Person
(i) in the case of clause (a), remains an Exempt Person or (ii) in the case of clause (b), does not thereafter become an Acquiring
Person pursuant to the second sentence of the definition of “Acquiring Person”, unless, in the case of each of clause
(i) and clause (ii), the Distribution Date shall have occurred.
“Subsidiary”
of another Person shall mean a Person, at least a majority of the total outstanding voting power (being the power under ordinary
circumstances (and not merely upon the happening of a contingency) to vote in the election of directors of such Person (if such
Person is a corporation) or to participate in the management and control of such Person (if such Person is not a corporation))
of which is owned, directly or indirectly, by another Person or by one or more other Subsidiaries of such other Person or by such
other Person and one or more other Subsidiaries of such other Person.
“Surviving Person”
shall mean (a) the Person which is the continuing or surviving Person in a consolidation, merger, share exchange or other business
combination specified in Section 11(c)(i)(A) or 11(c)(i)(B) or (b) the Person to which the Major Part of the assets of the Company
and its Subsidiaries is sold, leased, exchanged or otherwise transferred or disposed of in a transaction specified in Section 11(c)(i)(C);
provided, however, that, if the Major Part of the assets of the Company and its Subsidiaries is sold, leased, exchanged
or otherwise transferred or disposed of in one or more related transactions specified in Section 11(c)(i)(C) to more than one Person,
the “Surviving Person” in such case shall mean the Person that acquired assets of the Company and/or its Subsidiaries
with the greatest fair market value in such transaction or transactions.
“Tax Benefits”
shall mean the net operating loss carryovers, capital loss carryovers, general business credit carryovers, alternative minimum
tax credit carryovers, foreign tax credit carryovers, research and development credit carryovers and any loss or deduction attributable
to a “net unrealized built-in loss” within the meaning of Section 382, and the Treasury Regulations promulgated thereunder,
of the Company or any of its Subsidiaries.
“Trading Day”
shall mean a day on which the principal national securities exchange (or principal recognized foreign stock exchange, as the case
may be) on which any securities or Rights, as the case may be, are listed or admitted to trading is open for the transaction of
business or, if the securities or Rights in question are not listed or admitted to trading on any national securities exchange
(or recognized foreign stock exchange, as the case may be), a Business Day.
“Treasury Regulations” shall mean
final, temporary and proposed tax regulations promulgated under the Code, as amended.
“Trust” shall have the meaning set
forth in Section 11(b)(ii).
“Trust Agreement” shall have the
meaning set forth in Section 11(b)(ii).
“364th Day Date”
shall mean the date of the 2017 Annual Meeting, if approval by the Company’s stockholders of this Rights Agreement has not
been obtained prior to or on such date; provided that (i) the Company shall have included in the 2017 Proxy Statement a proposal
for the Company’s stockholders to approve this Rights Agreement at the 2017 Annual Meeting and the 2017 Proxy Statement shall
have been filed with the Securities and Exchange Commission before April 5, 2017 and (ii) the 2017 Annual Meeting shall be scheduled
to be held within 45 days after April 5, 2017; and provided further, that if the Company fails to take the actions specified in
clauses (i) and (ii) of the preceding proviso, then “364th Day Date” shall mean April 5, 2017. Notwithstanding the
foregoing, if either (x) approval by the Company’s stockholders of this Rights Agreement has been obtained prior to or on
the date of the 2017 Annual Meeting or (y) approval by the Company’s stockholders of this Rights Agreement shall not have
been obtained prior to or on the date of the 2017 Annual Meeting but the Board shall have determined in its sole discretion that
it is in the best interests of the stockholders of the Company to continue the Rights Agreement beyond the 364th Day Date, then
the 364th Day Date shall be deemed to not have occurred.
“2017 Annual Meeting” shall mean
the annual meeting of stockholders of the Company for 2017.
“2017 Proxy Statement” shall mean
the proxy statement on Schedule 14A of the Company for the 2017 Annual Meeting.
SECTION 2. Appointment of
Rights Agent. The Company hereby appoints the Rights Agent to act as agent for the Company in accordance with the express terms
and conditions hereof (and no implied terms and conditions), and the Rights Agent hereby accepts such appointment. Subject to 10
days’ prior written notice to the Rights Agent, the Company may from time to time appoint one or more co-Rights Agents as
it may deem necessary or desirable (the term “Rights Agent” being used herein to refer, collectively, to the
Rights Agent together with any such co-Rights Agents). In the event the Company appoints one or more co-Rights Agents, the respective
duties of the Rights Agent and any co-Rights Agents shall be as the Company shall determine and shall be provided, in writing,
to the Rights Agent and any such co-Rights Agent. The Rights Agent shall have no duty to supervise and shall not be liable for
the acts or omissions of any such co-Rights Agents.
SECTION 3. Issue of Rights
and Right Certificates. (a) One Right shall be associated with each Common Share and Class B Common Share outstanding on the
Record Date, each additional Common Share and Class B Common Share that shall become outstanding between the Record Date and the
earliest to occur of the Distribution Date, the Redemption Date or the Expiration Date and each additional Common Share and Class
B Common Share with which Rights are issued after the Distribution Date but prior to the earlier of the Redemption Date or the
Expiration Date as provided in Section 23, subject to adjustment as provided in this Rights Agreement.
(b) Until
the earlier of (i) the Share Acquisition Date and (ii) such date, if any, as may be designated by the Board following the commencement
of, or the first public disclosure of an intent to commence, a tender or exchange offer by any Person (other than the Company,
any Subsidiary of the Company, any employee benefit or compensation plan of the Company or of any of its Subsidiaries, or any Person
organized, appointed or established by the Company and holding Common Shares for or pursuant to the terms of any such employee
benefit or compensation plan) for outstanding Common Shares, if upon consummation of such tender or exchange offer such Person
could be the Beneficial Owner of 4.99% or more of the outstanding Common Shares (the Close of Business on the earlier of such dates
being the “Distribution Date”), (x) the Rights shall, except as otherwise provided in Section 3(c), be evidenced
by the certificates for Common Shares or Class B Common Shares, as the case may be, registered in the names of the holders thereof,
or, in the case of Common Shares or Class B Common Shares held in uncertificated form, by the transaction statement or other record
of ownership of such Common Shares or Class B Common Shares, as applicable, and not by separate Right Certificates, and (y) the
Rights, including the right to receive Right Certificates, shall be transferable only in connection with the transfer of the underlying
Common Shares or Class B Common Shares, as the case may be. As soon as practicable after the Distribution Date, the Company shall
prepare and execute, the Rights Agent shall countersign, and the Company will send or cause to be sent (and the Rights Agent shall,
if requested and provided with all necessary information, at the expense of the Company send) by first-class, postage-prepaid mail,
to each record holder of Common Shares and each record holder of Class B Common Shares, in each case as of the Close of Business
on the Distribution Date, at the address of such holder shown on the records of the Company or the transfer agent or registrar
for the Common Shares or Class B Common Shares, one or more Right Certificates evidencing one whole Right for each Common Share
and one whole Right for each Class B Common Share held by such record holder, subject to the provisions of Section 15 and to adjustment
as provided in this Rights Agreement. As of and after the Distribution Date, the Rights shall be evidenced solely by such Right
Certificates. The Company shall, as promptly as practicable, notify the Rights Agent in writing upon the occurrence of the Distribution
Date and, if such notification is given orally, the Company shall confirm same in writing on or prior to the Business Day next
following. Until such written notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes
that the Distribution Date has not occurred.
(c)
As soon as practicable after the Record Date, the Company will send a copy of a Summary of Rights to Purchase Preferred Shares,
in substantially the form attached hereto as Exhibit C (the “Summary of Rights”), by first-class, postage-prepaid mail,
to each record holder of Common Shares and each record holder of Class B Shares in each case as of the Close of Business on the
Record Date at the address of such holder shown on the records of the Company or the transfer agent or registrar for the Common
Shares. With respect to any Common Shares and Class B Common Shares outstanding as of the Record Date, and until the earliest of
the Distribution Date, the Redemption Date or the Expiration Date, (i) in the case of certificated shares, (A) the Rights associated
with the Common Shares or Class B Common Shares, as the case may be, represented by any certificate shall be evidenced by such
certificate for the Common Shares or Class B Common Shares, as the case may be, with a copy of the Summary of Rights attached thereto
and the registered holders of the Common Shares and Class B Common Shares shall also be the registered holders of the associated
Rights and (B) the surrender for transfer of any such certificate, even without a copy of the Summary of Rights attached thereto,
shall also constitute the transfer of the Rights associated with the Common Shares or Class B Common Shares, as the case may be,
represented thereby, and (ii) in the case of Common Shares held in uncertificated form, (A) the Rights associated with the Common
Shares shall be evidenced by the balances indicated in the book-entry account system of the transfer agent for such Common Shares
and the registered holders of the Common Shares shall also be the registered holders of the associated Rights and (B) the transfer
of any Common Shares in the book-entry account system of the transfer agent for such Common Shares shall also constitute the transfer
of the Rights associated with such Common Shares.
(d)
In the case of certificated Common Shares and Class B Common Shares, certificates issued for Common Shares and Class B Common Shares
after the Record Date (including upon transfer or exchange of outstanding Common Shares and Class B Common Shares), but prior to
the earliest to occur of the Distribution Date, the Redemption Date or the Expiration Date, shall have printed on, written on or
otherwise affixed to them a legend in substantially the following form or such similar legend as the Company may deem appropriate
and is not inconsistent with the provisions of the Rights Agreement:
This certificate also evidences and entitles the
holder hereof to certain Rights as set forth in a Section 382 Rights Agreement dated as of April 6, 2016 (as it may be amended
from time to time (the “Rights Agreement”)), among CENTRUS ENERGY CORP. (the “Company”), COMPUTERSHARE
INC. (“Computershare”) and COMPUTERSHARE TRUST COMPANY, N.A., (or any successor Rights Agent, together with Computershare,
the “Rights Agent”), the terms of which (including restrictions on the transfer of such Rights) are hereby incorporated
herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances,
as set forth in the Rights Agreement, such Rights shall be evidenced by separate certificates and shall no longer be evidenced
by this certificate. The Company shall mail to the holder of this certificate a copy of the Rights Agreement without charge after
receipt of a written request therefor. RIGHTS BENEFICIALLY OWNED BY ACQUIRING PERSONS OR THEIR AFFILIATES OR ASSOCIATES (AS SUCH
TERMS ARE DEFINED IN THE RIGHTS AGREEMENT) AND BY ANY SUBSEQUENT HOLDER OF SUCH RIGHTS ARE NULL AND VOID AND NONTRANSFERABLE.
Notwithstanding this Section 3(d), neither the omission of
a legend nor the inclusion of a legend that makes reference to a rights agreement other than the Rights Agreement shall affect
the enforceability of any part of this Rights Agreement or the rights of any holder of Rights.
(e)
In the case of Common Shares held in uncertificated form, the Company shall cause the confirmation and account statements sent
to holders of Common Shares in book-entry form (including upon transfer or exchange of outstanding Common Shares) prior to the
earliest of the Distribution Date, the Redemption Date or the Expiration Date to bear a legend in substantially the following form:
Each share of Common Stock,
par value $0.01 per share, of CENTRUS ENERGY CORP. (the “Company”) entitles the holder thereof to certain Rights as
set forth in a Section 382 Rights Agreement dated as of April 6, 2016 (as it may be amended from time to time (the “Rights
Agreement”)), among the Company, COMPUTERSHARE INC. (“Computershare”) and COMPUTERSHARE TRUST COMPANY, N.A.,
(or any successor Rights Agent, together with Computershare, the “Rights Agent”), the terms of which (including restrictions
on the transfer of such Rights) are hereby incorporated herein by reference and a copy of which is on file at the principal executive
offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights shall be evidenced by separate
certificates and shall no longer be evidenced by the shares to which this statement relates. The Company shall mail to the holder
of shares to which this statement relates a copy of the Rights Agreement without charge after receipt of a written request therefor.
RIGHTS BENEFICIALLY OWNED BY
ACQUIRING PERSONS OR THEIR AFFILIATES OR ASSOCIATES (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT) AND BY ANY SUBSEQUENT HOLDER
OF SUCH RIGHTS ARE NULL AND VOID AND NONTRANSFERABLE.
Notwithstanding this Section 3(e), neither the omission
of a legend nor the inclusion of a legend that makes reference to a rights agreement other than the Rights Agreement shall affect
the enforceability of any part of this Rights Agreement or the rights of any holder of Rights.
SECTION 4. Form of Right Certificates.
The Right Certificates (and the form of election to purchase and form of assignment to be printed on the reverse side thereof)
shall be in substantially the form set forth as Exhibit B hereto and may have such marks of identification or designation and
such legends, summaries or endorsements printed thereon as the Company may deem appropriate (but which do not affect the rights,
duties or responsibilities of the Rights Agent) and as are not inconsistent with the provisions of this Rights Agreement, or as
may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation
of any stock exchange on which the Rights may from time to time be listed, or to conform to usage. Subject to the other provisions
of this Rights Agreement (including Sections 7, 11 and 23), the Right Certificates, whenever issued, shall be dated as of the
Distribution Date and shall entitle the holders thereof to purchase such number of Preferred Shares as shall be set forth therein
for the Purchase Price set forth therein, subject to adjustment as provided in this Rights Agreement.
SECTION 5. Execution, Countersignature
and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the Chairman of the Board, the Chief
Executive Officer, the President, the Chief Operating Officer, the Treasurer or any Vice President, either manually or by facsimile
signature, and may have affixed thereto the Company’s seal or a facsimile thereof. The Right Certificates shall be countersigned
by the Rights Agent either manually or by facsimile signature and shall not be valid or obligatory for any purpose unless so countersigned.
In the event that any officer of the Company who shall have signed any of the Right Certificates shall cease to be such an officer
of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates may
nevertheless be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though
the person who signed such Right Certificates had not ceased to be such an officer of the Company; and any Right Certificate may
be signed on behalf of the Company by any person who, at the actual date of execution of such Right Certificate, shall be a proper
officer of the Company to sign such Right Certificate, although at the date of execution of this Rights Agreement any such person
was not such an officer of the Company.
(b)
Following the Distribution Date, the Rights Agent shall keep or cause to be kept, at its office designated for such purpose, 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 by each of the Right Certificates, the certificate
number of each of the Right Certificates and the date of each of the Right Certificates.
SECTION 6. Transfer, Split-Up, Combination
and Exchange of Right Certificates; Mutilated, Destroyed, Lost or Stolen Right Certificates; Uncertificated Rights. (a) Subject
to Sections 7(e) and 15, at any time after the Distribution Date, and at or prior to the Close of Business on the earlier of the
Redemption Date or the Expiration Date, any Right Certificate or Right Certificates (other than Right Certificates representing
Rights that have become null and void pursuant to Section 7(e)) may be transferred, split-up, combined or exchanged for another
Right Certificate or Right Certificates representing, in the aggregate, the same number of Rights as the Right Certificate or
Right Certificates surrendered then represented. Any registered holder desiring to transfer, split-up, combine or exchange any
Right Certificate or Right Certificates shall make such request in writing delivered to the Rights Agent and shall surrender the
Right Certificate or Right Certificates to be transferred, split-up, combined or exchanged at the office of the Rights Agent designated
for such purpose; provided, however, that neither the Rights Agent nor the Company shall be obligated to take any
action whatsoever with respect to the transfer of any Right Certificate surrendered for transfer until the registered holder shall
have properly completed and duly signed the certification 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 or the Rights Agent shall reasonably request. Thereupon the Rights Agent shall,
subject to Sections 7(e) and 15, countersign and deliver to the Person entitled thereto a Right Certificate or Right Certificates,
as the case may be, as so requested. The Company may require payment 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. If and to the extent
the Company does require payment of any such taxes or charges, the Company shall give the Rights Agent prompt written notice thereof
and the Rights Agent shall not deliver any Right Certificate unless and until it is satisfied that all such payments have been
made, and the Rights Agent shall promptly forward any such sum collected by it to the Company or to such Persons as the Company
may specify by written notice. The Rights Agent shall have no duty or obligation under any Section of this Rights Agreement that
requires the payment of taxes or charges unless and until it is satisfied that all such taxes and/or charges have been paid.
(b)
Subject to Sections 7(e) and 15, upon receipt by the Company and the Rights Agent of evidence reasonably satisfactory to them of
the loss, theft, destruction or mutilation of a valid Right Certificate, and, in case of loss, theft or destruction, of an open
surety bond reasonably satisfactory to them, holding the Rights Agent and the Company harmless, and, at the Company’s request,
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 shall execute a new Right Certificate of like tenor and
deliver such new Right Certificate to the Rights Agent for countersignature and delivery to the registered owner in lieu of the
Right Certificate so lost, stolen, destroyed or mutilated.
(c)
Notwithstanding any other provision hereof, the Company and the Rights Agent may amend this Rights Agreement to provide for uncertificated
Rights in addition to or in place of Rights evidenced by Right Certificates.
SECTION 7. Exercise of Rights; Expiration
Date of Rights. (a) Subject to the other provisions of this Rights Agreement (including Section 7(e) and Section 11), each
Right shall entitle the registered holder thereof, upon exercise thereof as provided in this Rights Agreement, to purchase for
the Purchase Price, at any time after the Distribution Date and at or prior to the earlier of (i) the Final Expiration Date, (ii)
the Redemption Date, (iii) the Close of Business on the effective date of the repeal of Section 382 if the Board determines that
this Rights Agreement is no longer necessary or desirable for the preservation of NOLs or other Tax Benefits, (iv) the Close of
Business on the first day of a taxable year of the Company to which the Board
determines that no NOLs or other Tax Benefits may be carried
forward, or (v) the Close of Business on the occurrence of the 364th Day Date (the earliest of the events described
in clauses (i), (iii), (iv) or (v) being herein referred to as the “Expiration Date”), one one-thousandth (1/1,000th)
of a Preferred Share, subject to adjustment as provided in this Rights Agreement.
(b)
Subject to the other provisions of this Rights Agreement (including Section 7(e)), the registered holder of any Right Certificate
may exercise the Rights evidenced thereby (except as otherwise provided in this Rights Agreement) in whole or in part at any time
after the Distribution Date and at or prior to the earlier of (i) the Expiration Date and (ii) the Redemption Date, upon surrender
of the Right Certificate, with the form of election to purchase on the reverse side thereof properly completed and duly executed,
to the Rights Agent at the office of the Rights Agent designated for such purpose, together with payment of the Purchase Price
for each one one-thousandth (1/1,000th) of a Preferred Share (as such fraction may be adjusted as provided in this Rights Agreement)
as to which the Rights are exercised, together with any amount equal to any applicable transfer tax, in the manner required hereby.
(c)
Subject to the other provisions of this Rights Agreement (including Section 7(e)), upon receipt of a Right Certificate representing
exercisable Rights, with the form of election to purchase properly completed and duly executed, accompanied by payment of the Purchase
Price for the Preferred Shares to be purchased together with an amount equal to any applicable transfer tax, in lawful money of
the United States of America, in cash or by certified check or money order payable to the order of the Company, the Rights Agent
shall thereupon promptly (i) either (A) requisition from any transfer agent of the Preferred Shares (or make available, if the
Rights Agent is the transfer agent for such shares) certificates for the total number of Preferred Shares to be purchased and the
Company hereby irrevocably authorizes its transfer agent to comply with all such requests or (B) if the Company shall have elected
to deposit the Preferred Shares with a depositary agent under a depositary arrangement, requisition from the depositary agent depositary
receipts representing the number of one one-thousandths (1/1,000ths) of a Preferred Share (as such fraction may be adjusted as
provided in this Rights Agreement) to be purchased (in which case certificates for the Preferred Shares to be represented by such
receipts shall be deposited by the transfer agent with the depositary agent) and the Company shall direct the depositary agent
to comply with all such requests, (ii) when necessary to comply with this Rights Agreement (or otherwise when appropriate, as determined
by the Company with written notice to the Rights Agent), requisition from the Company the amount of cash, if any, to be paid in
lieu of issuance of fractional shares in accordance with Section 15, (iii) after receipt of such certificates or depositary receipts,
cause the same to be delivered to or, upon the order of the registered holder of such Right Certificate, registered in such name
or names as may be designated by such holder and (iv) when necessary to comply with this Rights Agreement (or otherwise when appropriate,
as determined by the Company with written notice to the Rights Agent), after receipt thereof, deliver such cash, if any, to or
upon the order of the registered holder of such Right Certificate.
(d)
In case the registered holder of any Right Certificate shall exercise fewer 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 such holder’s duly authorized assigns, subject to the provisions
of Section 15.
(e)
Notwithstanding anything in this Rights Agreement to the contrary, any Rights that are at any time beneficially owned by (i)
an Acquiring Person or an Affiliate or Associate of an Acquiring Person, (ii) a transferee of an Acquiring Person (or of any
Associate or Affiliate of such Acquiring Person) who becomes a transferee after the Acquiring Person becomes such (a
“Post Transferee”), (iii) a transferee of an Acquiring Person (or of any Associate or Affiliate of such Acquiring
Person) who becomes a transferee prior to or concurrently with the Acquiring Person becoming such and receives such Rights
pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person (or from such Affiliate or
Associate) to holders of equity interests in such Acquiring Person (or such Affiliate or Associate) or to any Person with
whom the Acquiring Person (or such Affiliate or Associate) has any continuing agreement, arrangement or understanding
regarding the transferred Rights or (B) a transfer which the Board has determined is part of a plan, agreement, arrangement
or understanding (written or oral) which has as a primary purpose or effect the avoidance of this Section 7(e) (a
“Prior Transferee”), or (iv) any subsequent transferee receiving transferred Rights from a Post Transferee
or a Prior Transferee, either directly or through one or more intermediate transferees, shall become null and void without
any further action and no holder of such Rights shall have any rights whatsoever with respect to such Rights, whether under
any provision of this Rights Agreement or otherwise. The Company shall use all reasonable efforts to ensure that the
provisions of this Section 7(e) are complied with, but, it and the Rights Agent shall have no liability to any holder of any
Right Certificate or any other Person as a result of its failure to make any determinations with respect to an Acquiring
Person or its Affiliate or Associate, or any transferee thereof, hereunder. The Company shall give the Rights Agent written
notice of the identity of any Acquiring Person, Associate or Affiliate known to it, or the nominee of any of the foregoing,
and the Rights Agent may rely on such notice in carrying out its duties under this Rights Agreement, shall not be liable for
and shall be deemed not to have any knowledge of the identity of any such Acquiring Person, Associate or Affiliate, or the
nominee of any of the foregoing unless and until it shall have received such notice.
(f)
Notwithstanding anything in this Rights 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 any Right Certificates upon the occurrence of any purported exercise
as set forth in this Section 7 unless such registered holder shall have (i) properly completed and duly signed the certificate
contained in the form of election to purchase set forth on the reverse side of the Right Certificate surrendered for such exercise
and (ii) provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or
Associates thereof as the Company and the Rights Agent shall reasonably request.
SECTION 8. Cancellation and
Destruction of Right Certificates. All Right Certificates surrendered or presented for the purpose of exercise, transfer,
split-up, combination or exchange shall, and any Right Certificate representing Rights that have become null and void and nontransferable
pursuant to Section 7(e) surrendered or presented for any purpose shall, if surrendered or presented to the Company or to any
of its agents, be delivered to the Rights Agent for cancellation or in canceled form, or, if surrendered or presented to the Rights
Agent, shall be canceled by it, and no Right Certificates shall be issued in lieu thereof except as expressly permitted by this
Rights Agreement. The Company shall deliver to the Rights Agent for cancellation and retirement, and the Rights Agent shall so
cancel and retire, any Right Certificate purchased or acquired by the Company. The Rights Agent shall deliver all canceled Right
Certificates to the Company, or shall, at the written request of the Company, destroy such canceled Right Certificates, and in
such case shall deliver a certificate of destruction thereof to the Company.
SECTION 9. Reservation and
Availability of Preferred Shares. (a) The Company shall cause to be reserved and kept available out of its authorized and unissued
Preferred Shares or any authorized and issued Preferred Shares held in its treasury, free from preemptive rights or any right of
first refusal, a number of Preferred Shares sufficient to permit the exercise in full of all outstanding Rights.
(b)
If there are not sufficient Preferred Shares issued but not outstanding or authorized but unissued to permit the exercise or exchange
of Rights in accordance with this Rights Agreement, the Company shall take all such action as may be necessary to authorize additional
Preferred Shares for issuance upon the exercise or exchange of Rights pursuant to this Rights Agreement; provided, however,
that if the Company is unable to cause the authorization of additional Preferred Shares, then the Company shall, or, if action
by the Company’s stockholders is necessary to cause such authorization, in lieu of seeking any such authorization, the Company
may, to the extent necessary and permitted by applicable law and any agreements or instruments in effect prior to the Distribution
Date to which it is a party, (i) upon surrender of a Right, pay cash equal to the Purchase Price in lieu of issuing Preferred Shares
and requiring payment therefor, (ii) upon due exercise of a Right and payment of the Purchase Price for each Preferred Share as
to which such Right is exercised, issue common stock or other equity and/or debt securities having a value equal to the value of
the Preferred Shares that otherwise would have been issuable pursuant to this Rights Agreement, which value shall be determined
by a nationally recognized investment banking firm selected by the Board, or (iii) upon due exercise of a Right and payment of
the Purchase Price for each Preferred Share as to which such Right is exercised, distribute a combination of Preferred Shares,
cash and/or other equity and/or debt securities having an aggregate value equal to the value of the Preferred Shares that otherwise
would have been issuable pursuant to this Rights Agreement, which value shall be determined by a nationally recognized investment
banking firm selected by the Board. To the extent that any legal or contractual restrictions (pursuant to agreements or instruments
in effect prior to the Distribution Date to which it is party) prevent the Company from paying the full amount payable in accordance
with the foregoing sentence, the Company shall pay to holders of the Rights as to which such payments are being made all amounts
that are not then restricted on a pro rata basis as such payments become permissible under such legal or contractual restrictions
until such payments have been paid in full.
(c)
The Company shall take all actions as may be necessary to ensure that all Preferred Shares delivered upon exercise or exchange
of Rights shall, at the time of delivery of the certificates for such Preferred Shares (subject to payment of the Purchase Price),
be duly and validly authorized and issued and fully paid and nonassessable shares.
(d)
The Company shall 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 Right Certificates or of any Preferred Shares or Common Shares or other securities upon the exercise
or exchange of the Rights. The Company and the Rights Agent shall not, however, be required to pay any transfer tax or charge
which may be payable in respect of any transfer or delivery of Right Certificates to a Person other than, or in respect of the
issuance or delivery of certificates or depositary receipts for the Preferred Shares or Common Shares or other securities, as
the case may be, in a name other than that of, the registered holder of the Right Certificate evidencing Rights surrendered for
exercise or exchange or to issue or deliver any certificates or depositary receipts for Preferred Shares or Common Shares or other
securities, as the case may be, upon the exercise or exchange of any Rights until any such tax or charge shall have been paid
(any such tax or charge being payable by the holder of such Right Certificate at the time of surrender) or until it has been established
to the Company’s and the Rights Agent’s satisfaction that no such tax or charge is due.
SECTION 10. Preferred Shares
Record Date. Each Person in whose name any certificate for Preferred Shares or Common Shares or other securities is issued
upon the exercise or exchange of Rights shall for all purposes be deemed to have become the holder of record of the Preferred Shares
or Common Shares or other securities, as the case may be, represented thereby on, and such certificate shall be dated, the date
on which the Right Certificate evidencing such Rights was duly surrendered and payment of any Purchase 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 Shares or Common Shares or other securities, as the case may be, are closed,
such Person shall be deemed to have become the record holder of such Preferred Shares or Common Shares or other securities, as
the case may be, on, and such certificate shall be dated, the next succeeding Business Day on which the transfer books of the Company
for the Preferred Shares or Common Shares or other securities, as the case may be, are open.
SECTION 11. Adjustments in Rights
After There Is an Acquiring Person; Exchange of Rights for Shares; Business Combinations. (a) Subject to the other provisions
of this Rights Agreement (including Section 7(e)), upon the occurrence of the Share Acquisition Date, each holder of a Right shall
thereafter have a right to receive, upon exercise thereof for the Purchase Price in accordance with the terms of this Rights Agreement,
such number of one one-thousandths (1/1,000ths) of a Preferred Share (as such fraction may be adjusted as provided in this Rights
Agreement) as shall equal the result obtained by multiplying the Purchase Price by a fraction, the numerator of which is the number
of one one-thousandths (1/1,000ths) of a Preferred Share (as such fraction may be adjusted as provided in this Rights Agreement)
for which such Right is then exercisable and the denominator of which is 50% of the Market Value of the Common Shares on such
Share Acquisition Date.
(b)
(i) The Board may, at its option, at any time after the Share Acquisition Date, mandatorily exchange all or part of the then outstanding
and exercisable Rights (which shall not include Rights that shall have become null and void and nontransferable pursuant to Section
7(e)) for consideration per Right consisting of either: (A) one-half of the Preferred Shares (or fractions thereof) that would
be issuable at such time upon the exercise of one Right in accordance with Section 11(a) or, if applicable, Section 9(b)(ii) or
9(b)(iii); or (B) in the case of: (x) holders of Common Shares: cash, property, Preferred Shares (including fractions thereof),
Common Shares (including fractions thereof), or other equity or debt securities (or any combination of any of the foregoing) having
an aggregate value equal to one-half of the value of Preferred Shares (including fractions thereof) that would be issuable at
such time upon the exercise of one Right in respect of Common Stock in accordance with Section 11(a); and (y) holders of Class
B Common Shares: cash, property, Preferred Shares (including fractions thereof), Class B Common Shares (including fractions thereof),
or other equity or debt securities (or any combination of any of the foregoing), having an aggregate value equal to one-half of
the value of Preferred Shares (including fractions thereof) that would be issuable at such time upon the exercise of one Right
in respect of Class B Common Stock in accordance with Section 11(a); in each case, which values shall be determined by a nationally
recognized investment banking firm selected by the Board of Directors of the Company (the consideration issuable per Right pursuant
to this Section 11(b)(i) being the “Exchange Consideration”). The Board may, at its option, (x) issue to the
holders of Common Shares a number of Common Shares in lieu of each Preferred Share equal to the Formula Number (as defined in
the Certificate of Designation) if there are sufficient Common Shares issued but not outstanding or authorized but unissued and
(y) issue to the holders of Class B Common Shares a number of Class B Common Shares in lieu of each Preferred Share equal to the
Formula Number if there are sufficient Class B Common Shares issued but not outstanding or authorized but unissued. If the Board
elects to exchange all the Rights for Exchange Consideration pursuant to this Section 11(b)(i) prior to the physical distribution
of the Right Certificates, the Company may distribute the Exchange Consideration in lieu of distributing Right Certificates, in
which case for purposes of this Rights Agreement holders of Rights shall be deemed to have simultaneously received and surrendered
for exchange Right Certificates on the date of such distribution. Notwithstanding the foregoing, the Board may not effect such
exchange at any time after any Person (other than the Company, any Subsidiary of the Company or any employee benefit plan of the
Company or any of its Subsidiaries or any Person holding Common Shares for or pursuant to the terms of any such employee benefit
or compensation plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of more than 50%
of the Common Shares then outstanding.
(ii)
Any action of the Board ordering the exchange of any Rights pursuant to Section 11(b)(i) shall be irrevocable and, immediately
upon the taking of such action and without any further action and without any notice, the right to exercise any such Right so exchanged
pursuant to Section 11(a) shall terminate and the only right thereafter of a holder of such Right shall be to receive the Exchange
Consideration in exchange for each such Right held by such holder or, if the Exchange Consideration shall not have been paid or
issued, to exercise any such Right pursuant to Section 11(c)(i). The Company shall promptly give public notice of any such exchange
(with prompt written notice thereof to the Rights Agent); provided, however, that the failure to give, or any defect
in, such notice shall not affect the validity of such exchange. The Company shall promptly mail a notice of any such exchange to
all holders of the Rights to be exchanged 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 exchange shall state the method by which the exchange of the Rights for the Exchange Consideration 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 shall have become null and void and nontransferable pursuant to
the provisions of Section 7(e)) held by each holder of Rights. If the Board elects to exchange Rights for Exchange Consideration
consisting all or in part of Preferred Shares, Common Shares or Class B Common Shares, the Company may elect to deposit such Preferred
Shares, Common Shares or Class B Common Shares with a depositary agent under a depositary arrangement, and, in such event the Company
shall cause the depositary agent to issue, in lieu of certificates for such Preferred Shares, Common Shares or Class B Common Shares,
depositary receipts representing the number of such Preferred Shares (or fractions thereof), Common Shares (or fractions thereof)
or Class B Common Shares (or fractions thereof) to be exchanged (in which case the certificates for such Preferred Shares, Common
Shares or Class B Common Shares to be represented by such receipts shall be deposited by the transfer agent with the depositary
agent). If the Board elects to mandatorily exchange any Rights under Section 11(b)(i), the Board may, at its option and without
limiting any rights the Company may have under Section 26, cause the Company to enter into such arrangements or implement such
procedures as it deems necessary or appropriate, in its sole discretion, for the purpose of ensuring that the Exchange Consideration
is not received by holders of Rights that have become null and void pursuant to Section 7(e), including entering into a Trust Agreement
in such form and with such terms as the Board shall then approve (the “Trust Agreement”). If the Board so directs,
the Company shall enter into the Trust Agreement and shall issue to the trust created by such agreement (the “Trust”)
all or a portion (as designated by the Board) of the Exchange Consideration distributable pursuant to the exchange, and all holders
of Rights entitled to receive such Exchange Consideration pursuant to the exchange shall be entitled to receive such Exchange Consideration
(and any dividends paid or distributions made with respect to any securities constituting such Exchange Consideration after the
date on which such securities are deposited in the Trust) only from the Trust and solely upon compliance with the relevant terms
and provisions of the Trust Agreement. Prior to effecting an exchange and distributing such Exchange Consideration, the Company
may require (or cause the trustee of the Trust to require), as a condition thereof, that any holder of Rights provide evidence,
including the identity of the Beneficial Owners thereof and their Affiliates and Associates (or former Beneficial Owners thereof
and their Affiliates and Associates) as the Company shall reasonably request in order to determine if such Rights are null and
void. If any Person shall fail to comply with such request, the Company shall be entitled conclusively to deem the Rights formerly
held by such Person to be null and void pursuant to Section 7(e) hereof and not transferable, exercisable or exchangeable in connection
herewith.
|
(c)
|
(i) In the event that, directly or indirectly, any transactions specified in the following clause (A), (B) or (C) of this Section
11(c)
|
|
(i)
|
(each such transaction being a “Business Combination”) shall be consummated:
|
(A)
the Company shall consolidate with, or merge with and into, or participate in a statutory share exchange with, or otherwise effect
any business combination or similar transaction with, any Acquiring Person or any Affiliate or Associate of an Acquiring Person;
(B)
any Acquiring Person or any Affiliate or Associate of an Acquiring Person shall merge with and into, or participate in a statutory
share exchange with, or otherwise effect any business combination or similar transaction with, the Company and, in connection with
such merger, statutory share exchange, business combination or similar transaction , all or part of the outstanding Common Shares
of the Company shall be changed into or exchanged for capital stock or other securities of the Company or of any Acquiring Person
or Affiliate or Associate of an Acquiring Person or cash or any other property; or
(C)
the Company shall sell, lease, license, exchange or otherwise transfer or dispose of (or one or more of its Subsidiaries shall
sell, lease, license, exchange or otherwise transfer or dispose of), in one or more transactions, the Major Part of the assets
of the Company and its Subsidiaries (taken as a whole) to any Acquiring Person or any Affiliate or Associate of an Acquiring Person,
then, in each such case, proper provision shall be made
so that each holder of a Right, except as provided in Section 7(e), shall thereafter have the right to receive, upon the exercise
thereof for the Purchase Price in accordance with the terms of this Rights Agreement, the securities specified below (or, at such
holder’s option, the securities specified in Section 11(a) if the Company is the surviving corporation in such Business Combination):
(1)
if the Principal Party in such Business Combination has Registered Common Shares outstanding, each Right shall thereafter represent
the right to receive, upon the exercise thereof for the Purchase Price in accordance with the terms of this Rights Agreement, such
number of Registered Common Shares of such Principal Party, free and clear of all liens, encumbrances or other adverse claims,
as shall have an aggregate Market Value as of the time of exercise thereof equal to the result obtained by multiplying the Purchase
Price by two;
(2)
if the Principal Party in such Business Combination does not have Registered Common Shares outstanding, each Right shall thereafter
represent the right to receive, upon the exercise thereof for the Purchase Price in accordance with the terms of this Rights Agreement,
at the election of the holder of such Right at the time of the exercise thereof, any of:
(i)
if the Principal Party in such Business Combination has Common Shares listed on or admitted to trading on any recognized foreign
stock exchange, such number of Common Shares of such Principal Party, free and clear of all liens, encumbrances or other adverse
claims, as shall have an aggregate Market Value as of the time of exercise thereof equal to the result obtained by multiplying
the Purchase Price by two;
(ii) such
number of Common Shares of the Surviving Person in such Business Combination (if the Principal Party is also the Surviving Person
in such Business Combination) as shall have an aggregate Book Value immediately after giving effect to such Business Combination
equal to the result obtained by multiplying the Purchase Price by two;
(iii) such number
of Common Shares of the Principal Party in such Business Combination (if the Principal Party is not also the Surviving Person in
such Business Combination) as shall have an aggregate Book Value immediately after giving effect to such Business Combination equal
to the result obtained by multiplying the Purchase Price by two; or
(iv)
if the Principal Party in such Business Combination is an Affiliate of one or more Persons that has Registered Common Shares outstanding,
such number of Registered Common Shares of whichever of such Affiliates of the Principal Party has Registered Common Shares with
the greatest aggregate Market Value on the date of consummation of such Business Combination as shall have an aggregate Market
Value on the date of such Business Combination equal to the result obtained by multiplying the Purchase Price by two.
(ii)
The Company shall not consummate any Business Combination unless each issuer of Common Shares for which Rights may be exercised,
as set forth in this Section 11(c), shall have sufficient authorized Common Shares that have not been issued or reserved for issuance
(and which shall, when issued upon exercise thereof in accordance with this Rights Agreement, be validly issued, fully paid and
nonassessable and free of preemptive rights, rights of first refusal or any other restrictions or limitations on the transfer of
ownership thereof) to permit the exercise in full of the Rights in accordance with this Section 11(c) and unless prior thereto:
(A)
a registration statement under the Securities Act on an appropriate form, with respect to the Rights and the Common Shares of such
issuer purchasable upon exercise of the Rights, shall be effective under the Securities Act; and
(B) the Company and each such issuer shall have:
(1)
executed and delivered to the Rights Agent a supplemental agreement providing for the assumption by such issuer of the obligations
set forth in this Section 11(c) (including the obligation of such issuer to issue Common Shares upon the exercise of Rights in
accordance with the terms set forth in Sections 11(c)(i) and 11(c)(iii)) and further providing that such issuer, at its own expense,
shall use its best efforts to:
(i)
cause a registration statement under the Securities Act on an appropriate form, with respect to the Rights and the Common Shares
of such issuer purchasable upon exercise of the Rights, to remain effective (with a prospectus at all times meeting the requirements
of the Securities Act) until the Expiration Date;
(ii) qualify
or register the Rights and the Common Shares of such issuer purchasable upon exercise of the Rights under the blue sky or securities
laws of such jurisdictions as may be necessary or appropriate; and
(iii) list the
Rights and the Common Shares of such issuer purchasable upon exercise of the Rights on each national securities exchange on which
the Common Shares were listed prior to the consummation of the Business Combination or, if the Common Shares were not listed on
a national securities exchange prior to the consummation of the Business Combination, on a national securities exchange;
(2)
furnished to the Rights Agent a written opinion of independent counsel stating that such supplemental agreement is a valid, binding
and enforceable agreement of such issuer; and
(3)
filed with the Rights Agent a certificate of a nationally recognized firm of independent accountants setting forth the number of
Common Shares of such issuer that may be purchased upon the exercise of each Right after the consummation of such Business Combination.
(iii)
After consummation of any Business Combination and subject to the provisions of Section 11(c)(ii), (A) each issuer of Common Shares
for which Rights may be exercised as set forth in this Section 11(c) shall be liable for, and shall assume, by virtue of such Business
Combination, all the obligations and duties of the Company pursuant to this Rights Agreement, (B) the term “Company”
shall thereafter be deemed to refer to such issuer, (C) each such issuer shall take such steps in connection with such consummation
as may be necessary to assure that the provisions of this Rights Agreement (including Sections 11(a) and 11(c)) shall thereafter
be applicable, as nearly as reasonably may be, in relation to its Common Shares thereafter deliverable upon the exercise of the
Rights, (D) the number of Common Shares of each such issuer thereafter 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 of Sections 11 and
12 and (E) the other provisions of this Rights Agreement (including Sections 7, 9 and 10) with respect to the Preferred Shares
shall apply, as nearly as reasonably may be, on like terms to any such Common Shares.
(iv)
In case the issuer of Common Shares for which Rights may be exercised, as set forth in this Section 11(c), has a provision in
any of its authorized securities or in its certificate of incorporation or by-laws or other agreement or instrument governing
its affairs, or a provision in any rights, warrants or other instruments or securities outstanding, which provision would have
the effect of (A) causing such issuer to issue (other than to holders of Rights pursuant to this Section 11(c)), in connection
with, or as a consequence of, the consummation of a transaction referred to in this Section 11(c), Common Shares or Class B Common
Shares of such issuer at less than the then Market Value per share thereof or securities exercisable for, or convertible into,
Common Shares or Class B Common Shares of such issuer at less than such then Market Value, (B) providing for any special payment,
tax or similar provision in connection with the issuance of the Common Shares or Class B Common Shares of such issuer pursuant
to the provisions of Section 11(c), or (C) diminishing or otherwise eliminating the benefits intended to be afforded by the Rights,
then, in such event, the Company hereby agrees with each holder of Rights that it shall not consummate any such transaction unless
prior thereto the Company and such issuer shall have executed and delivered to the Rights Agent a supplemental agreement providing
that the provision in question of such issuer 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.
SECTION 12. Certain Adjustments.
(a) To preserve the actual or potential economic value of the Rights, if at any time after the date of this Rights Agreement there
shall be any change in the Common Shares, the Class B Common Shares or the Preferred Shares, whether by reason of stock dividends,
stock splits, reclassifications, recapitalizations, mergers, consolidations, combinations or exchanges of securities, split-ups,
split-offs, spin-offs, liquidations, other similar changes in capitalization, any distribution or issuance of cash, assets, evidences
of indebtedness or subscription rights, options or warrants to holders of Common Shares, the Class B Common Shares or Preferred
Shares, as the case may be (other than distribution of the Rights or regular quarterly cash dividends), or otherwise, then, in
each such event the Board shall make such appropriate adjustments in the number of Preferred Shares (or the number and kind of
other securities) issuable upon exercise of each Right, the Purchase Price and Redemption Price in effect at such time and the
number of Rights outstanding at such time (including the number of Rights or fractional Rights associated with each Common Share
or Class B Common Share, as the case may be) such that following such adjustment such event shall not have had the effect of reducing
or limiting the benefits the holders of the Rights would have had absent such event.
(b)
If, as a result of an adjustment made pursuant to Section 12(a), the holder of any Right thereafter exercised shall become entitled
to receive any securities other than Preferred Shares, thereafter the number of such securities 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 of Sections 11 and 12 and the other provisions of this Rights Agreement (including Sections 7, 9 and 10) with respect
to the Preferred Shares shall apply, as nearly as reasonably may be, on like terms to any such other securities.
(c)
All Rights originally issued by the Company subsequent to any adjustment made to the amount of Preferred Shares or other securities
relating to a Right shall evidence the right to purchase, for the Purchase Price, the adjusted number and kind of securities purchasable
from time to time hereunder upon exercise of the Rights, all subject to further adjustment as provided in this Rights Agreement.
(d)
Irrespective of any adjustment or change in the Purchase Price or the number of Preferred Shares or number or kind of other securities
issuable upon the exercise of the Rights, the Right Certificates theretofore and thereafter issued may continue to express the
terms that were expressed in the initial Right Certificates issued hereunder.
(e)
In any case in which action taken pursuant to Section 12(a) requires that an adjustment be made effective as of a record date for
a specified event, the Company may elect to defer (with prompt written notice thereof to the Rights Agent) until the occurrence
of such event the issuing to the holder of any Right exercised after such record date the Preferred Shares and/or other securities,
if any, issuable upon such exercise over and above the Preferred Shares and/or other securities, if any, issuable before giving
effect to such adjustment; provided, however, that the Company shall deliver to such holder a due bill or other appropriate instrument
evidencing such holder’s right to receive such additional securities upon the occurrence of the event requiring such adjustment.
SECTION 13. Certificate of Adjustment.
Whenever an adjustment is made or any event occurs affecting the Rights or their exercisability (including an event which causes
the Rights to become null and void) as provided in Section 11 or 12, the Company shall (a) promptly prepare a certificate setting
forth such adjustment or describing such event and a brief, reasonably detailed statement of the facts, computations and methodology
accounting for such adjustment, (b) promptly file with the Rights Agent and with each transfer agent for the Preferred Shares,
a copy of such certificate and (c) mail a brief summary thereof to each holder of a Right Certificate (or, if prior to the Distribution
Date, to each holder of Common Shares and each holder of Class B Common Shares) in accordance with Section 25, provided that the
failure to prepare, file or mail such certificate or summary shall not affect the validity of such adjustment. The Rights Agent
shall be fully protected in relying on any such certificate and on any adjustment or statement therein contained and, subject to
Section 21(c) shall have no duty or liability with respect to, and shall not be deemed to have knowledge of, any adjustment or
any such event unless it shall have received such a certificate. The Rights Agent shall not be obligated or responsible for calculating
any adjustment hereunder. Nor shall the Rights Agent be under any obligation to determine when an adjustment event or any condition
precedent thereto has occurred.
SECTION 14. Additional Covenants.
(a) Notwithstanding any other provision of this Rights Agreement, no adjustment to the number of Preferred Shares (or fractions
of a share) or other securities for which a Right is exercisable or the number of Rights outstanding or associated with each Common
Share and Class B Common Share or any similar or other adjustment shall be made or be effective if such adjustment would have the
effect of reducing or limiting the benefits the holders of the Rights would have had absent such adjustment, including the benefits
under Sections 11 and 12, unless the terms of this Rights Agreement are amended so as to preserve such benefits.
(b)
The Company covenants and agrees that, after the Distribution Date, except as permitted by Section 26, it shall not take (or permit
any Subsidiary of the Company to take) any action if at the time such action is taken it is intended or reasonably foreseeable
that such action will reduce or otherwise limit the benefits the holders of Rights would have had absent such action, including
the benefits under Sections 11 and 12. Any action taken by the Company during any period after any Person becomes an Acquiring
Person but prior to the Distribution Date shall be null and void unless such action could be taken under this Section 14(b) from
and after the Distribution Date. The Company shall not consummate any Business Combination if (i) any issuer of Common Shares for
which Rights may be exercised after such Business Combination in accordance with Section 11(c) shall have taken any action that
reduces or otherwise limits the benefits the holders of Rights would have had absent such action, including the benefits under
Sections 11 and 12, (ii) at the time of or immediately after such consolidation, merger, sale, transfer or other transaction there
are any rights, warrants or other instruments or securities outstanding or agreements in effect which would substantially diminish
or otherwise eliminate the benefits intended to be afforded by the Rights, (iii) prior to, simultaneously with or immediately after
such consolidation, merger, sale, transfer or other transaction, the stockholders of the Person who constitutes, or would constitute,
the issuer for purposes of Section 11(c) hereof shall have received a distribution of Rights previously owned by such Person or
any of its Affiliates or Associates or (iv) the form or nature of organization of the issuer would preclude or limit the exercisability
of the Rights.
SECTION 15. Fractional Rights
and Fractional Shares. (a) The Company may, but shall not be required to, issue fractions of Rights or distribute Right Certificates
which evidence fractional Rights. In lieu of such fractional Rights, the Company may pay 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 current market value of a whole Right. For purposes of this Section 15(a), the current market value of a whole Right shall
be the closing price of the Rights (as determined pursuant to the second sentence of the definition of Market Value contained in
Section 1) for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable.
(b)
The Company may, but shall not be required to, issue fractions of Preferred Shares (other than one one-thousandths (1/1000ths)
of a Preferred Share (as such fraction may be adjusted as provided in this Rights Agreement) or any integral multiple thereof)
upon exercise of the Rights or distribute certificates that evidence fractional Preferred Shares. In lieu of fractional Preferred
Shares, the Company may elect to (i) utilize a depository arrangement as provided by the terms of the Preferred Shares or (ii)
in the case of a fraction of a Preferred Share (other than one one-thousandths (1/1,000ths) of a Preferred Share (as such fraction
may adjusted as provided in this Rights Agreement) or any integral multiple thereof), 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 current market value
of one Preferred Share, if any are outstanding and publicly traded (or the same fraction of the current market value of one Common
Share times the Formula Number (as defined in the Certificate of Designation) if the Preferred Shares are not outstanding and publicly
traded). For purposes of this Section 15(b), the current market value of a Preferred Share (or Common Share) shall be the closing
price of a Preferred Share (or Common Share) (as determined pursuant to the second sentence of the definition of Market Value contained
in Section 1) for the Trading Day immediately prior to the date of such exercise. If, as a result of an adjustment made pursuant
to Section 12(a), the holder of any Right thereafter exercised shall become entitled to receive any securities other than Preferred
Shares, the provisions of this Section 15(b) shall apply, as nearly as reasonably practicable, on like terms to such other securities.
(c)
The Company may, but shall not be required to, issue fractions of Common Shares or Class B Common Shares upon exchange of Rights
pursuant to Section 11(b), or to distribute certificates that evidence fractional Common Shares or Class B Common Shares. In lieu
of such fractional Common Shares or Class B Common Shares, the Company may pay to the registered holders of the Right Certificates
with regard to which such fractional Common Shares or Class B Common Shares would otherwise be issuable an amount in cash equal
to the same fraction of the current Market Value of one Common Share or one Class B Common Share as of the date on which a Person
became an Acquiring Person.
(d)
Each holder of Rights by the acceptance of such Rights expressly waives such holder’s right to receive any fractional Rights
or any fractional shares upon exercise of a Right except as provided in this Section 15.
(e)
Whenever a payment for fractional Rights or fractional shares is to be made by the Rights Agent, the Company shall (i) promptly
prepare and deliver to the Rights Agent a certificate setting forth in reasonable detail the facts related to such payments and
the prices and/or formulas utilized in calculating such payments, and (ii) provide sufficient monies to the Rights Agent in the
form of fully collected funds to make such payments. The Rights Agent shall be fully protected in relying upon such a certificate
and shall have no duty with respect to, and shall not be deemed to have knowledge of any payment for fractional Rights or fractional
shares under any Section of this Rights Agreement relating to the payment of fractional Rights or fractional shares unless and
until the Rights Agent shall have received such a certificate and sufficient monies.
(f) The Company shall provide an initial funding of one thousand dollars ($1,000) for the purpose of issuing cash in lieu of fractional
shares to the extent cash is required to be paid in lieu of fractional shares. From time to time thereafter, Computershare may
request additional funding to cover fractional payments. Computershare shall have no obligation to make fractional payments unless
the Company shall have provided the necessary funds to pay in full all amounts due and payable with respect thereto.
SECTION 16. Rights of Action.
(a) All rights of action in respect of this Rights Agreement, excepting the rights of action given to the Rights Agent under Sections
19 and 21, are vested in the respective registered holders of the Right Certificates (and, prior to the Distribution Date, the
registered holders of the Common Shares and Class B Common Shares); and any registered holder of any Right Certificate (or, prior
to the Distribution Date, of the Common Shares or Class B Common Shares), 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 Shares or Class B Common Shares) may, in such
holder’s own behalf and for such holder’s own benefit, enforce, and may institute and maintain any suit, action or
proceeding against the Company to enforce, or otherwise act in respect of, such holder’s right to exercise the Rights evidenced
by such Right Certificate in the manner provided in such Right Certificate and in this Rights 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 Rights Agreement and shall be entitled to specific performance of the obligations
of any Person under, and injunctive relief against actual or threatened violations of the obligations of any Person subject to,
this Rights Agreement. Notwithstanding anything in this Rights 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 a result of its inability to perform any of its obligations
under this Rights Agreement by reason of any preliminary or permanent injunction or other order, judgment decree or ruling (whether
interlocutory or final) issued by a court of competent jurisdiction or by a governmental, regulatory, self-regulatory or administrative
agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority,
prohibiting or otherwise restraining performance of such obligation; provided, however, the Company must use reasonable efforts
to have any such injunction, order, judgment, decree or ruling lifted or otherwise overturned as soon as possible.
(b)
Subject to Section 21, any holder of Rights who prevails in an action to enforce the provisions of this Rights Agreement shall
be entitled to recover the reasonable costs and expenses, including attorneys’ fees, incurred in such action.
SECTION 17. Transfer
and Ownership of Rights and Right Certificates. (a) Prior to the Distribution Date, the Rights shall be transferable only in
connection with the transfer of the Common Shares and Class B Common Shares and the Right associated with each such Common Share
or Class B Common Share shall be automatically transferred upon the transfer of each such Common Share or Class B Common Share,
as the case may be.
(b)
After the Distribution Date, the Right Certificates shall be transferable, subject to Section 7(e), only on the registry books
of the Rights Agent if surrendered at the principal office of the Rights Agent, duly endorsed or accompanied by a proper instrument
of transfer and with the appropriate forms and, subject to the reasonable satisfaction of the Rights Agent and the Company, certificates
properly completed and duly executed.
(c)
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 Common Shares or Class B Common Shares certificate) 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
for Common Shares or Class B Common Shares made by anyone other than the Company or the Rights Agent) for all purposes whatsoever,
and neither the Company nor the Rights Agent shall be affected by any notice to the contrary.
SECTION 18. Right Certificate Holder
Not Deemed a Stockholder. No holder, as such, of any Right Certificate shall be entitled to vote or receive dividends or other
distributions or be deemed, for any purpose, the holder of the Preferred Shares or of 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, including 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,
or to receive dividends or other distributions or subscription rights, or otherwise, until the Right or Rights evidenced by such
Right Certificate shall have been exercised in accordance with the provisions hereof.
SECTION 19. Concerning the
Rights Agent. (a) The Company shall pay to the Rights Agent reasonable compensation for all services rendered by it hereunder
and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred
in the preparation, negotiation, delivery, amendment, administration and execution of this Rights Agreement and the exercise and
performance of its duties hereunder, including any taxes or governmental charges imposed as a result of the action taken by it
hereunder (other than any taxes on the fees payable to it). The provisions of this Section 19 and Section 21 below shall survive
the termination of this Rights Agreement, the exercise or expiration of the Rights and the resignation, replacement or removal
of the Rights Agent.
(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 acceptance and administration of this Rights Agreement and the exercise and performance of its duties
hereunder in reliance upon any Right Certificate or certificate for the Common Shares, Class B Common Shares, or for 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 to be genuine and to be signed, executed and, where expressly
required hereunder, verified or acknowledged, by the proper Person or Persons, or upon the written advice or opinion of counsel
as set forth in Section 21. The Rights Agent shall not be deemed to have knowledge of any event of which it was supposed to receive
notice thereof hereunder and, subject to Section 21(c), the Rights Agent shall be fully protected and incur no liability for failing
to take action in connection therewith unless and until it has received such notice in writing.
SECTION 20. Merger or Consolidation
or Change of Name of Rights Agent. (a) Any Person into which the Rights Agent or any successor Rights Agent may be merged or
with which it may be consolidated, or any Person resulting from any merger or consolidation to which the Rights Agent or any successor
Rights Agent shall be a party, or any Person succeeding to the shareholder services or stock transfer or corporate trust business
of the Rights Agent or any successor Rights Agent, shall be the successor to the Rights Agent under this Rights Agreement without
the execution or filing of any paper or any further act on the part of any of the parties hereto; provided, however,
that such Person would be eligible for appointment as a successor Rights Agent under the provisions of Section 22. In case, at
the time such successor Rights Agent shall succeed to the agency created by this Rights 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
Rights Agent 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 Rights Agreement.
(b) In case at any time the name of the Rights Agent shall be changed and at such time any of the Right Certificates shall have been
countersigned but not delivered, the Rights Agent may adopt the countersignature under its prior name and deliver Right Certificates
so countersigned; and, in case at that time any of the Right Certificates shall not have been countersigned, the Rights Agent may
countersign such Right Certificates either in its prior name or in its changed name; and in all such cases such Right Certificates
shall have the full force provided in the Right Certificates and in this Rights Agreement.
SECTION 21. Duties of Rights Agent.
The Rights Agent undertakes to perform only the duties and obligations expressly imposed by this Rights Agreement (and no implied
duties and obligations) upon the following terms and conditions, by all of which the Company and the holders of Right Certificates
(or, prior to the Distribution Date, of the Common Shares and Class B Common Shares), by their acceptance thereof, shall be bound:
(a) The Rights Agent may consult with legal counsel (who may be legal counsel for the Company or legal counsel for the Rights Agent),
and the written advice or opinion of such counsel shall be full and complete authorization and protection to the Rights Agent and,
subject to Section 21(c), the Rights Agent shall incur no liability for or in respect of any action taken, suffered or omitted
by it in accordance with such written advice or opinion.
(b) Whenever in the performance of its duties under this Rights Agreement the Rights Agent shall deem it necessary or desirable that
any fact or matter (including the identity of any Acquiring Person and the determination of the current per share market price
of any security) be proved or established by the Company prior to taking, suffering or omitting to take any action hereunder, such
fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved
and established by a certificate signed by any one of the Chairman of the Board, any Vice Chairman of the Board, the Chief Executive
Officer, the President, a Vice President (whether preceded by any additional title), the Treasurer or the Secretary of the Company
and delivered to the Rights Agent; and such certificate shall be full and complete authorization and protection to the Rights Agent
and, subject to Section 21(c), the Rights Agent shall incur no liability for or in respect of any action taken, suffered or omitted
by it in reliance upon such certificate.
(c) The Rights Agent shall be liable hereunder to the Company and any other Person only for its own gross negligence, bad faith or
willful misconduct (which gross negligence, bad faith or willful misconduct must be determined by a final, non-appealable judgment
of a court of competent jurisdiction). In no event shall the Rights Agent be liable for special, punitive, indirect, consequential
or incidental loss or damage of any kind whatsoever arising out of any act or failure to act hereunder (including but not limited
to lost profits), even if the Rights Agent has been advised of the likelihood of such loss or damage.
(d) Subject to Section 21(c), the Rights Agent shall not be liable for or by reason of any of the statements of fact or recitals contained
in this Rights Agreement or in the Right Certificates (except as to its countersignature thereof) or be required to verify the
same, but all such statements and recitals are and shall be deemed to have been made by the Company only.
(e) The Rights Agent shall not be under any responsibility in respect of the validity of this Rights 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) and, subject to Section 21(c), shall have no liability therefor; nor shall it be responsible
for any breach by the Company of any covenant or condition contained in this Rights Agreement or in any Right Certificate; nor
shall it be responsible for any change in the exercisability of the Rights (including the Rights becoming null and void pursuant
to Section 7(e)) or any change or adjustment in the terms of Rights as required under the provisions of Section 11 or 12 or responsible
for the manner, method or amount of any such change or adjustment or the ascertaining of the existence of facts that would require
any such change or adjustment (except with respect to the exercise of Rights evidenced by Right Certificates after actual notice
of any such adjustment pursuant to Section 13); nor shall it by any act hereunder be deemed to make any representation or warranty
as to the authorization or reservation of any Preferred Shares or Common Shares to be issued pursuant to this Rights Agreement
or any Right Certificate or as to whether any Preferred Shares or Common Shares will, when so issued, be validly authorized and
issued, fully paid and nonassessable.
(f) The Company agrees that it shall 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 Rights Agreement.
(g) The Rights Agent is hereby authorized and directed to accept instructions with respect to the performance of its duties hereunder
from any one of the Board of Directors, the Chairman of the Board, the Chief Executive Officer, the President, a Vice President
(whether preceded by any additional title), the Secretary, Assistant Secretary or the Treasurer of the Company, in connection with
its duties and such instructions shall be full authorization and protection to the Rights Agent and, subject to Section 21(c),
the Rights Agent shall not be liable for or in respect of any action taken, suffered or omitted by it in accordance with any such
instructions or for any delay in acting while waiting for such instructions. In the event of any conflict or inconsistency between
or among any such instructions, the later in time shall govern. 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, suffered or omitted by
the Rights Agent under this Rights Agreement and the date on and/or after which such action shall be taken or suffered or such
omission shall be effective. Subject to Section 21(c), the Rights Agent shall not be liable for any action taken or suffered by,
or omission of, the Rights Agent in accordance with a proposal included in any such application on or after the date specified
in such application.
(h) The Rights Agent and any stockholder, affiliate, director, officer or employee of the Rights Agent may buy, sell or deal in any
of the Rights or other securities of the Company or become pecuniarily interested in any transaction in which the Company or its
Subsidiaries may be interested, or contract with or lend money to the Company or its Subsidiaries or otherwise act as fully and
freely as though it were not the Rights Agent under this Rights Agreement. Nothing herein shall preclude the Rights Agent or any
stockholder, affiliate, director, officer or employee from acting in any other capacity for the Company or for any other Person.
(i) If, with respect to any Right Certificate surrendered to the Rights Agent for exercise or transfer, the certificate contained in
the form of assignment or the form of election to purchase set forth on the reverse thereof, as the case may be, has either not
been properly completed or indicates an affirmative response to any clause thereof, the Rights Agent shall not take any further
action with respect to such requested exercise or transfer without first consulting with the Company.
(j) The Rights Agent may execute and exercise any of the rights or powers hereby vested in it or perform any duty hereunder or by or
through its attorneys or agents, and the Rights Agent shall not be answerable or accountable for any act, default, neglect or misconduct
of any such attorneys or agents or for any loss to the Company resulting from any such act, default, neglect or misconduct, absent
gross negligence, bad faith or willful misconduct (each as determined by a final judgment of a court of competent jurisdiction)
in the selection and continued employment thereof.
(k) The Company shall indemnify the Rights Agent for, and hold the Rights Agent harmless against, any loss, liability, damage, claim
or expense (including reasonable fees and expenses of legal counsel) that the Rights Agent may incur resulting from any action
taken, suffered or omitted by the Rights Agent in connection with the acceptance, administration, exercise and performance of its
duties under this Rights Agreement; provided, however, that the Rights Agent shall not be indemnified or held harmless
with respect to any such loss, liability, damage or expense incurred by the Rights Agent as a result of, or arising out of, its
own gross negligence, bad faith or willful misconduct. In the event the Rights Agent shall have notice of any such assertion of
an action, proceeding, suit or claim or have been served with the summons or other first legal process giving information as to
the nature and basis of the action, proceeding, suit or claim, the Rights Agent shall promptly notify the Company of the assertion
of any action, proceeding, suit or claim against the Rights Agent. The Rights Agent agrees not to settle any litigation in connection
with any action, proceeding, suit or claim with respect to which it may seek indemnification from the Company without the prior
written consent of the Company, which consent shall not be unreasonably withheld. If a final, non-appealable judgment of a court
of competent jurisdiction shall be issued in favor of the Rights Agent in respect of an action by the Rights Agent to enforce the
indemnification provisions of this Section 21(k), then the Company shall reimburse the Rights Agent’s for all reasonable
costs and expenses in enforcing such indemnification provisions and its rights to reimbursement hereunder.
(l) No provision of this Rights 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 it believes that repayment of such
funds or adequate indemnification against such risk or liability is not reasonably assured to it.
(m) Notwithstanding anything contained herein to the contrary, the Rights Agent’s aggregate liability during any term of this
Rights Agreement with respect to, arising from, or arising in connection with this Rights Agreement, or from all services provided
or omitted to be provided under this Rights Agreement, whether in contract, or in tort, or otherwise, is limited to, and shall
not exceed, the amounts paid hereunder by the Company to Rights Agent as fees and charges, but not including reimbursable expenses,
during the twelve (12) months immediately preceding the event for which recovery from Rights Agent is being sought.
(n) The Rights Agent shall not have any duty or responsibility in the case of the receipt of any written demand from any holder with
respect to any action or default by the Company, including, without limiting the generality of the foregoing, any duty or responsibility
to initiate or attempt to initiate any proceedings at law or otherwise or to make any demand upon the Company.
(o) The Rights Agent shall not be liable or responsible for any failure of the Company to comply with any of its obligations relating
to any registration statement filed with the Securities and Exchange Commission or this Rights Agreement, including without limitation
obligations under applicable regulation or law.
(p) The Rights Agent shall act hereunder solely as agent for the Company, and its duties shall be determined solely by the express
provisions hereof (and no duties or obligations shall be inferred or implied). The Rights Agent shall not assume any obligations
or relationship of agency or trust with any of the owners or holders of the Rights.
(q) The Rights Agent may rely on and be fully authorized and protected in acting or failing to act upon (a) any guaranty of signature
by an “eligible guarantor institution” that is a member or participant in the Securities Transfer Agents Medallion
Program or other comparable “signature guarantee program” or insurance program in addition to, or in substitution for,
the foregoing; or (b) any law, act, regulation or any interpretation of the same even though such law, act, or regulation may thereafter
have been altered, changed, amended or repealed.
(r) In the event the Rights Agent believes any ambiguity or uncertainty exists hereunder or in any notice, instruction, direction,
request or other communication, paper or document received by the Rights Agent in connection with the performance of its duties
hereunder, the Rights Agent shall notify the Company of such ambiguity or uncertainty and, may, in its sole discretion, refrain
from taking any action, and shall be fully protected and shall not be liable in any way to Company, the holder of any Right Certificate
or any other person or entity for refraining from taking such action, unless the Right Agent receives written instructions signed
by the Company which eliminates such ambiguity or uncertainty to the reasonable satisfaction of Rights Agent.
SECTION 22. Change of Rights Agent.
Subject to Section 25, the Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights
Agreement upon 30 days’ notice in writing mailed to the Company and, in the event the Rights Agent or one of its Affiliates
is not the transfer agent to the Company, to each transfer agent of the Common Shares, the Class B Common Shares and the Preferred
Shares known to the Rights Agent. The Company shall notify the holders of the Right Certificates (or, prior to the Distribution
Date, of the Common Shares and the Class B Common Shares ) by first-class mail. In the event any transfer agency relationship in
effect between the Company and the Rights Agent or any of its Affiliates terminates, the Rights Agent will be deemed to have resigned
automatically and be discharged from its duties as Rights Agent under this Rights Agreement as of the effective date of such termination,
and the Company shall be responsible for distributing any required notice to other Persons. The Company may remove the Rights Agent
or any successor Rights Agent upon 30 days’ notice in writing, mailed to the Rights Agent or successor Rights Agent, as the
case may be, and in the event the Rights Agent or any one of its Affiliates is not the transfer agent to the Company, to each transfer
agent of the Common Shares, the Class B Common Shares and the Preferred Shares by registered or certified mail, and to the holders
of the Right Certificates (or, prior to the Distribution Date, of the Common Shares and the Class B Common Shares) by first-class
mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a
successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after giving notice
of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights
Agent or by the holder of a Right Certificate (or, prior to the Distribution Date, of the Common Shares and the Class B Common
Shares) (who shall, with such notice, submit such holder’s Right Certificate or, prior to the Distribution Date, the certificate
representing such holder’s Common Shares or Class B Common Shares, for inspection by the Company), then the registered holder
of any Right Certificate (or, prior to the Distribution Date, of the Common Shares and the Class B Common Shares) 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 Person organized and doing business under the laws of the United States, 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 (with its direct
or indirect parents and Subsidiaries) and surplus of at least $50,000,000; provided, however, that the principal
transfer agent for the Common Shares shall in any event be qualified to be the Rights Agent. 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 reasonable further assurance, conveyance, act or deed necessary for
the purpose, without limiting any of its rights or remedies hereunder. 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 Shares,
the Class B Common Shares and the Preferred Shares, and mail a notice thereof in writing to the registered holders of the Right
Certificates (or, prior to the Distribution Date, of the Common Shares and the Class B Common Shares). Failure to give any notice
provided for in this Section 22, however, or any defect therein shall not affect the legality or validity of the resignation or
removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.
SECTION 23. Issuance of Additional
Rights and Right Certificates. Notwithstanding any of the provisions of this Rights 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 its Board to
reflect any adjustment or change made in accordance with the provisions of this Rights Agreement. In addition, in connection with
the issuance or sale of Common Shares or Class B Common Shares following the Distribution Date and prior to the earlier of the
Redemption Date and the Expiration Date, the Company (a) shall, with respect to Common Shares 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,
notes or debentures issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by the Board, issue
Right Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however,
that (i) no such Right Certificate shall be issued if, and to the extent that, the Company shall be advised by counsel that such
issuance would create a significant risk of material adverse tax consequences to the Company or the Person to whom such Right Certificate
would be issued, (ii) no such Right Certificate shall be issued if, and to the extent that, appropriate adjustment shall otherwise
have been made in lieu of the issuance thereof and (iii) no such Right Certificate shall be issued to an Acquiring Person or an
Affiliate or Associate of an Acquiring Person.
SECTION 24. Redemption and
Termination. (a) The Board may, at its option, at any time prior to the earlier of (i) the Distribution Date and (ii) the Expiration
Date, order the redemption of all, but not fewer than all, the then outstanding Rights at the Redemption Price (the date of such
redemption being the “Redemption Date”), and the Company, at its option, may pay the Redemption Price either
in cash or Common Shares or other securities of the Company deemed by the Board, in the exercise of its sole discretion, to be
at least equivalent in value to the Redemption Price.
(b) Immediately upon the action of the Board ordering the redemption of the Rights (or at such later time as the Board may establish
for the effectiveness of such redemption), and without any further action and without any notice, the right to exercise the Rights
will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. Promptly after
the action of the Board ordering the redemption of the Rights, 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 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 Shares and Class B Common Shares. Each such notice of redemption shall state the method by which payment of the Redemption
Price will be made. The notice, if mailed in the manner herein provided, shall be conclusively presumed to have been duly given,
whether or not the holder of Rights receives such notice. In any case, failure to give such notice by mail, or any defect in the
notice, to any particular holder of Rights shall not affect the sufficiency of the notice to other holders of Rights. 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
except as specifically set forth in this Section or in Section 11(b) or in connection with the purchase of Common Shares or Class
B Common Shares prior to the Distribution Date.
SECTION 25. Notices. Notices
or demands authorized by this Rights Agreement to be given or made by the Rights Agent or by the holder of a Right Certificate
(or, prior to the Distribution Date, of the Common Shares or Class B Common Shares) to or on the Company shall be sufficiently
given or made in writing and when sent by first-class mail, postage-prepaid, or a nationally recognized overnight courier, addressed
(until another address is filed in writing with the Rights Agent) as follows:
Centrus Energy Corp.
Two Democracy Center,
6903 Rockledge Drive
Bethesda, Maryland 20817
Attention: General Counsel
Subject to the provisions of Section 22,
any notice or demand authorized by this Rights Agreement to be given or made by the Company or by the holder of a Right Certificate
(or, prior to the Distribution Date, of the Common Shares or Class B Common Shares) to or on the Rights Agent shall be sufficiently
given or made in writing and when sent by first-class mail, postage-prepaid, or nationally recognized overnight courier addressed
(until another address is filed in writing with the Company) as follows:
Computershare Trust Company, N.A.
Computershare Inc.
250 Royall Street
Canton, MA 02021
Attention: Client Services
Notices or demands authorized by this Rights Agreement to be
given or made by the Company or the Rights Agent to any holder of a Right Certificate (or, prior to the Distribution Date, of the
Common Shares or Class B Common Shares) shall be sufficiently given or made in writing and sent by first-class mail, postage-prepaid,
or nationally recognized overnight courier, addressed to such holder at the address of such holder as shown on the registry books
of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares and Class
B Common Shares.
SECTION 26. Supplements and
Amendments. At any time prior to the Distribution Date, and subject to the last sentence of this Section 26, the Company may,
and the Rights Agent shall if the Company so directs, supplement or amend any provision of this Rights Agreement in any manner
which the Company may deem necessary or desirable (including the date on which the Distribution Date or Expiration Date shall occur,
the amount of the Purchase Price, the definition of “Acquiring Person” or the time during which the Rights may be redeemed
pursuant to Section 24) without the approval of any holder of the Rights. From and after the Distribution Date, and subject to
applicable law, the Company may, and the Rights Agent shall if the Company so directs, amend this Rights Agreement without the
approval of any holders of Right Certificates (a) to cure any ambiguity or to correct or supplement any provision contained herein
which may be defective or inconsistent with any other provision of this Rights Agreement or (b) to otherwise change or supplement
any other provisions in this Rights Agreement in any matter which the Company may deem necessary or desirable and which does not
adversely affect the interests of the holders of Right Certificates (other than an Acquiring Person or an Affiliate or Associate
of an Acquiring Person), any such supplement or amendment to be evidenced in writing. Any supplement or amendment adopted during
any period after any Person has become an Acquiring Person but prior to the Distribution Date shall be null and void unless such
supplement or amendment could have been adopted under the prior sentence from and after the Distribution Date. All supplements
and amendments shall be in writing and must be authorized by the Board. Upon delivery of a certificate from an appropriate officer
of the Company that states that the proposed supplement or amendment complies with this Section 26, the Rights Agent shall execute
such supplement or amendment. Notwithstanding anything to the contrary contained in this Rights Agreement, the Rights Agent may,
but shall not be obligated to, enter into any supplement or amendment that affects the Rights Agent’s own rights, duties,
obligations or immunities under this Rights Agreement. In addition, notwithstanding anything to the contrary contained in this
Rights Agreement, no supplement or amendment to this Rights Agreement shall be made which extends the date on which the Expiration
Date shall occur or reduces the Redemption Price (except as required by Section 12(a)). Time shall be of the essence of this Rights
Agreement, including as to entering into any amendments or supplements pursuant to this Section 26.
SECTION 27. Successors.
All the covenants and provisions of this Rights Agreement by or for the benefit of the Company or the Rights Agent shall bind and
inure to the benefit of their respective successors and assigns hereunder.
SECTION 28. Benefits of Rights Agreement;
Determinations and Actions by the Board, etc. (a) Nothing in this Rights Agreement shall be construed to give to any Person
other than the Company, the Rights Agent and the registered holders of the Right Certificates (and, prior to the Distribution Date,
of the Common Shares and Class B Common Shares) any legal or equitable right, remedy or claim under this Rights Agreement; but
this Rights 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, of the Common Shares and Class B Common Shares).
(b) Except as explicitly otherwise provided in this Rights Agreement, the Board shall have the exclusive power and authority to administer
this Rights Agreement and to exercise all rights and powers specifically granted to the Board or to the Company, or as may be necessary
or advisable, in the administration of this Rights Agreement, including the right and power to (i) interpret the provisions of
this Rights Agreement and (ii) make all determinations deemed necessary or advisable for the administration of this Rights Agreement
(including a determination to redeem or not redeem the Rights or to amend this Rights Agreement and a determination of whether
there is an Acquiring Person). For all purposes of this Rights Agreement, any calculation of the number of Common Shares outstanding
at any particular time, including for purposes of determining the particular percentage of such outstanding Common Shares of which
any Person is the Beneficial Owner, will be made in accordance with, as the Board deems to be applicable, the last sentence of
Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act or the provisions of Section 382. All such actions,
calculations, interpretations and determinations that are done or made by the Board in good faith shall be final, conclusive and
binding on the Company, the Rights Agent (except with respect to rights, duties, obligations and immunities of the Rights Agent
hereunder) and the holders of Rights, as such, and all other Persons. The Rights Agent shall always be entitled to assume that
the Board acted in good faith and shall be fully protected and incur no liability in reliance thereon. For all purposes of this
Rights Agreement, any calculation of the number of Common Shares or Class B Common Shares outstanding at any particular time, including
for purposes of determining the particular percentage of such outstanding Common Shares or Class B Common Shares of which any Person
is the Beneficial Owner, will be made in accordance with, as the Board deems to be applicable, the last sentence of Rule 13d-3(d)(1)(i)
of the General Rules and Regulations under the Exchange Act or the provisions of Section 382.
(c) Nothing contained in this Rights Agreement shall be deemed to be in derogation of the obligation of the Board to exercise its fiduciary
duty. Without limiting the foregoing, nothing contained herein shall be construed to suggest or imply that the Board shall not
be entitled to reject any tender offer or other acquisition proposal, or to recommend that holders of Common Shares and Class B
Common Shares reject any tender offer, or to take any other action (including the commencement, prosecution, defense or settlement
of any litigation and the submission of additional or alternative offers or other proposals) with respect to any tender offer or
other acquisition proposal that the Board believes is necessary or appropriate in the exercise of such fiduciary duty.
SECTION 29. Severability.
If any term, provision, covenant or restriction of this Rights 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 Rights
Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated; provided, however,
that if the absence of such excluded provision shall, in the reasonable judgment of the Rights Agent, materially and adversely
its rights, immunities, duties or obligations under this Rights Agreement, the Rights Agent shall be entitled to resign on the
next Business Day.
SECTION 30. Governing Law. This
Rights Agreement and each Right Certificate issued hereunder shall be deemed to be a contract made under the law of the State of
Delaware and for all purposes shall be governed by and construed in accordance with the law of such State applicable to contracts
to be made and performed entirely within such State. The Company and each holder hereby irrevocably submits to the exclusive jurisdiction
of the Court of Chancery of the State of Delaware, or, if such court will lack subject matter jurisdiction, the United States District
Court for the District of Delaware, over any suit, action or proceeding arising out of or relating to this Rights Agreement. The
Company and each holder acknowledge that the forum designated by this Section 30 has a reasonable relation to this Rights Agreement
and to such Persons’ relationship with one another. The Company and each holder hereby waive, to the fullest extent permitted
by applicable law, any objection which they now or hereafter have to personal jurisdiction or to the laying of venue of any such
suit, action or proceeding brought in any court referred to in this Section 30. The Company and each holder undertake not to commence
any action subject to this Rights Agreement in any forum other than the forum described in this Section 30. The Company and each
holder agree that, to the fullest extent permitted by applicable law, a final and non-appealable judgment in any such suit, action
or proceeding brought in any such court will be conclusive and binding upon such Persons.
SECTION 31. Counterparts;
Effectiveness. This Rights Agreement may be executed in any number of counterparts and each of such counterparts shall for
all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.
A signature to this Rights Agreement transmitted electronically shall have the same authority, effect and enforceability as an
original signature. This Rights Agreement shall be effective as of the Close of Business on the date hereof.
SECTION 32. Descriptive Headings.
Descriptive headings of the several Sections of this Rights Agreement are inserted for convenience only and shall not control or
affect the meaning or construction of any of the provisions of this Rights Agreement.
SECTION 33. Force Majeure.
Notwithstanding anything to the contrary contained herein, the Rights Agent shall not be liable for any delays or failures in performance
resulting from acts beyond its reasonable control including acts of God, terrorist acts, shortage of supply, breakdowns or malfunctions,
interruptions or malfunctions of computer facilities, or loss of data due to power failures or mechanical difficulties with information
storage or retrieval systems, labor difficulties, war or civil unrest.
SECTION 34. Process to Seek Exemption.
Any Person who desires to effect any acquisition of securities that would, if consummated, result in such Person becoming an Acquiring
Person (a “Requesting Person”) may, prior to such time and in accordance with this Section 34, request that
the Board grant an exemption with respect to such acquisition under this Rights Agreement so that such Person would be deemed to
be an “Exempt Person” as defined in Section 1 for purposes of this Rights Agreement (an “Exemption Request”).
An Exemption Request shall be in proper form and shall be delivered by overnight delivery service or first-class mail, postage-prepaid,
to the Secretary of the Company at the principal executive office of the Company. The Exemption Request shall be deemed made upon
receipt by the Secretary of the Company. To be in proper form, an Exemption Request shall set forth (a) the name and address of
the Requesting Person, (b) the number and percentage of Common Shares then Beneficially Owned by the Requesting Person, together
with all Affiliates and Associates of the Requesting Person, and (c) a reasonably detailed description of the transaction or transactions
by which the Requesting Person would propose to become an Acquiring Person and the maximum number and percentage of Common Shares
that the Requesting Person proposes to acquire. The Board, or a duly constituted committee of Independent Directors, shall make
a determination whether to grant an exemption in response to an Exemption Request as promptly as practicable (and, in any event,
within ten Business Days) after receipt thereof; provided, that the failure of the Board (or any such committee) to make
a determination within such period shall be deemed to constitute the denial by the Board of the Exemption Request. The Requesting
Person shall respond promptly to reasonable and appropriate requests for additional information from the Board and its advisors
to assist the Board in making its determination. The Board, or a duly constituted committee of Independent Directors, shall only
grant an exemption in response to an Exemption Request if the Board determines in its sole discretion, or such committee determines
in its sole discretion, that the acquisition of Beneficial Ownership of Common Shares by the Requesting Person, considered alone
or with other transactions (including past transactions or contemplated transactions), (i) will not jeopardize or endanger the
availability to the Company of its NOLs or other Tax Benefits, taking into account such facts and circumstances as the Board (or
any such committee) reasonably deems relevant or (ii) is otherwise in the best interests of the Company. Any exemption granted
hereunder may be granted in whole or in part, and may be subject to limitations or conditions (including a requirement that the
Requesting Person agree that it will not acquire Beneficial Ownership of Common Shares in excess of the maximum number and percentage
of shares approved by the Board), in each case as and to the extent the Board, or a duly constituted committee of Independent Directors,
shall determine necessary or desirable to provide for the protection of the NOLs and other Tax Benefits or as is otherwise in the
best interests of the Company. Any Exemption Request may be submitted on a confidential basis and, except to the extent required
by applicable law, the Company shall maintain the confidentiality of such Exemption Request and the Board’s (or any such
committee’s) determination with respect thereto, unless the information contained in the Exemption Request or the Board’s
determination with respect thereto otherwise becomes publicly available. The Exemption Request shall be considered and evaluated
by the Board, or a duly constituted committee of Independent Directors, and the action of a majority of such directors (or such
committee) shall be deemed to be the determination of the Board for purposes of such Exemption Request.
SECTION 35. Tax Benefits Review.
In addition to the review and evaluation otherwise contemplated by this Rights Agreement, the Board, or a duly constituted committee
of Independent Directors, shall review the calculation for determining whether an ownership change has occurred under Section 382
once per year (or with such greater frequency as the Board (or any such committee), in its sole discretion, shall determine is
advisable). The Board (or any such committee) shall determine after such review whether maintenance of this Rights Agreement continues
to be advisable in order to preserve the value of the NOLs and other Tax Benefits, taking into account such facts and circumstances
as the Board (or any such committee) reasonably deems relevant.
SECTION 36. Bank Account(s). All
funds received by Computershare under this Rights Agreement that are to be distributed or applied by Computershare in the performance
of services hereunder (the “Funds”) shall be held by Computershare as agent for the Company and deposited in
one or more bank accounts to be maintained by Computershare in its name as agent for the Company. Until paid pursuant to the terms
of this Rights Agreement, Computershare will hold the Funds through such accounts in: deposit accounts of commercial banks with
Tier 1 capital exceeding $1 billion or with an average rating above investment grade by S&P (LT Local Issuer Credit Rating),
Moody’s (Long Term Rating) and Fitch Ratings, Inc. (LT Issuer Default Rating) (each as reported by Bloomberg Finance L.P.).
Computershare shall have no responsibility or liability for any diminution of the Funds that may result from any deposit made by
Computershare in accordance with this paragraph, including any losses resulting from a default by any bank, financial institution
or other third party.
SECTION 37. Confidentiality. The
Rights Agent and the Company agree that all books, records, information and data pertaining to the business of the other party,
including inter alia, personal, non-public rights holder information, which are exchanged or received pursuant to the negotiation
or the carrying out of this Rights Agreement, including the fees for services set forth in the attached schedule, shall remain
confidential, and shall not be voluntarily disclosed to any other person, except as may be required by law, including, without
limitation, pursuant to subpoenas from state or federal government authorities.
SECTION 38. Customer Identification
Program. The Company acknowledges that the Rights Agent is subject to the customer identification program (“Customer
Identification Program”) requirements under the USA PATRIOT Act and its implementing regulations, and that the Rights
Agent must obtain, verify and record information that allows the Rights Agent to identify the Company. Accordingly, prior to accepting
an appointment hereunder, the Rights Agent may request information from the Company that will help the Rights Agent to identify
the Company, including without limitation the Company’s physical address, tax identification number, organizational documents,
certificate of good standing, license to do business, or any other information that the Rights Agent deems necessary. The Company
agrees that the Rights Agent cannot accept an appointment hereunder unless and until the Rights Agent verifies the Company’s
identity in accordance with the Customer Identification Program requirements
IN WITNESS WHEREOF, the parties hereto have
caused this Rights Agreement to be duly executed as of the day and year first above
written.
|
CENTRUS ENERGY CORP.,
|
|
|
|
by
|
|
|
/s/ Stephen S. Greene
|
|
|
Name:
|
Stephen S. Greene
|
|
|
Title:
|
Senior Vice President, Chief Financial Officer and Treasurer
|
|
COMPUTERSHARE TRUST COMPANY, N.A.
|
|
COMPUTERSHARE INC.,
|
|
as Rights Agent
|
|
|
|
by
|
|
|
/s/ Patrick Hayes
|
|
|
Name:
|
Patrick Hayes
|
|
|
Title:
|
Vice President & Manager
|
EXHIBIT A
CERTIFICATE OF THE VOTING POWERS,
DESIGNATIONS, PREFERENCES AND RELATIVE
PARTICIPATING, OPTIONAL AND OTHER SPECIAL
RIGHTS AND QUALIFICATIONS, LIMITATIONS
OR RESTRICTIONS OF SERIES A PARTICIPATING
CUMULATIVE
PREFERRED STOCK OF
CENTRUS ENERGY CORP.
Pursuant to Section 151 of the
General Corporation Law of the State of Delaware, CENTRUS ENERGY CORP., a corporation organized and existing under the General
Corporation Law of the State of Delaware, in accordance with the provisions of Section 103 thereof, DOES HEREBY CERTIFY:
That, pursuant to the authority
conferred upon the Board of Directors (the “Board”) of CENTRUS ENERGY CORP. (the “Company”)
by Article Fourth of the Amended and Restated Certificate of Incorporation of the Company, the Board on April 6, 2016, adopted
the following resolution designating a new series of preferred stock as Series A Preferred Stock:
RESOLVED, that, pursuant to the authority vested in
the Board of Directors (the “Board”) of CENTRUS ENERGY CORP. (the “Company”) in accordance
with the provisions of the Amended and Restated Certificate of Incorporation of the Company (the “Certificate”)
and the provisions of Section 151(g) of the General Corporation Law of the State of Delaware, a series of preferred stock of the
Company is hereby authorized, and the designation and number of shares thereof, and the voting powers, preferences and relative,
participating, optional and other special rights, and the qualifications, limitations or restrictions thereof, shall be as follows
(in addition to the voting powers, preferences and relative, participating, optional and other special rights, and the qualifications,
limitations or restrictions thereof, set forth in the Certificate which are applicable to shares of Preferred Stock, par value
$1.00 per share of the Company (the “Preferred Stock”)):
SECTION 1. Designation and Number of
Shares. The shares of such series shall be designated as “Series A Participating Cumulative Preferred Stock”
(the “Series A Preferred Stock”). The number of shares initially constituting the Series A Participating Cumulative
Preferred Stock shall be 2,000,000; provided, however, that, if more than a total of 2,000,000 shares of Series A
Preferred Stock shall be issuable upon the exercise of Rights (the “Rights”) issued pursuant to the Section
382 Rights Agreement dated as of April 6, 2016, among the Company, Computershare Inc. (“Computershare”) and
Computershare Trust Company N.A., a federally chartered trust company (together with Computershare, the “Rights Agreement”),
the Board, pursuant to Section 151(g) of the General Corporation Law of the State of Delaware, shall direct by resolution or resolutions
that a certificate be properly executed, acknowledged, filed and recorded, in accordance with the provisions of Section 103 thereof,
providing for the total number of shares of Series A Preferred Stock authorized to be issued to be increased (to the extent that
the Certificate then permits) to the largest number of whole shares (rounded up to the nearest whole number) issuable upon exercise
of such Rights.
SECTION 2. Dividends or Distributions.
(a) Subject to the superior rights of the holders of shares of any other series of Preferred Stock or other class of capital stock
of the Company ranking superior to the shares of Series A Preferred Stock with respect to dividends, the holders of shares of Series
A Preferred Stock shall be entitled to receive, when, as and if declared by the Board, out of the assets of the Company legally
available therefor, (1) quarterly dividends payable in cash on the last day of each fiscal quarter in each year, or such other
dates as the Board shall approve (each such date being referred to herein as a “Quarterly Dividend Payment Date”),
commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or a fraction of a share of Series
A Preferred Stock, in the amount of $1.00 per whole share (rounded to the nearest cent) less the amount of all cash dividends declared
on the Series A Preferred Stock pursuant to the following clause (2) since the immediately preceding Quarterly Dividend Payment
Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share
of Series A Preferred Stock (the total of which shall not, in any event, be less than zero) and (2) dividends payable in cash on
the payment date for each cash dividend declared on the shares of Class A Common Stock, par value $0.10 per share, of the Company
(the “Common Stock”) in an amount per whole share (rounded to the nearest cent) equal to the Formula Number
(as hereinafter defined) then in effect times the cash dividends then to be paid on each share of Common Stock. In addition, if
the Company shall pay any dividend or make any distribution on the Common Stock payable in assets, securities or other forms of
noncash consideration (other than dividends or distributions solely in shares of Common Stock), then, in each such case, the Company
shall simultaneously pay or make on each outstanding whole share of Series A Preferred Stock a dividend or distribution in like
kind equal to the Formula Number then in effect times such dividend or distribution on each share of Common Stock. As used herein,
the “Formula Number” shall be 1,000; provided, however, that, if at any time after April 6, 2016, the Company shall
(i) declare or pay any dividend on the Common Stock payable in shares of Common Stock or make any distribution on the Common Stock
in shares of Common Stock, (ii) subdivide (by a stock split or otherwise) the outstanding shares of Common Stock into a larger
number of shares of Common Stock or (iii) combine (by a reverse stock split or otherwise) the outstanding shares of Common Stock
into a smaller number of shares of Common Stock, then in each such event the Formula Number shall be adjusted to a number determined
by multiplying the Formula Number in effect immediately prior to such event by a fraction, the numerator of which is the number
of shares of Common Stock that are outstanding immediately after such event and the denominator of which is the number of shares
of Common Stock that are outstanding immediately prior to such event (and rounding the result to the nearest whole number); and
provided further that, if at any time after April 6, 2016, the Company shall issue any shares of its capital stock in a merger,
reclassification, or change of the outstanding shares of Common Stock, then in each such event the Formula Number shall be appropriately
adjusted to reflect such merger, reclassification or change so that each share of Preferred Stock continues to be the economic
equivalent of a Formula Number of shares of Common Stock prior to such merger, reclassification or change.
(b)
The Company shall declare a cash dividend on the Series A Preferred Stock as provided in Section 2(a) immediately prior to or at
the same time it declares a cash dividend on the Common Stock; provided, however, that, in the event no cash dividend 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 or, with respect to the first Quarterly Dividend Payment Date, during the period between the first issuance
of any share or fraction of a share of Series A Preferred Stock, a dividend of $0.10 per whole share on the Series A Preferred
Stock shall nevertheless accrue on such subsequent Quarterly Dividend Payment Date or the first Quarterly Dividend Payment Date,
as the case may be. The Board may fix a record date for the determination of holders of shares of Series A Preferred Stock entitled
to receive a dividend or distribution declared thereon, which record date shall be the same as the record date for any corresponding
dividend or distribution on the Common Stock.
(c)
Dividends shall begin to accrue and be cumulative on outstanding shares of Series A Preferred Stock from and after the Quarterly
Dividend Payment Date next preceding the date of issue of such shares, unless the date of issue of such shares is prior to the
record date for the first Quarterly Dividend Payment Date, in which case dividends on such shares shall begin to accrue and be
cumulative from and after the date of issue of such shares, or unless the date of issue is a Quarterly Dividend Payment Date or
is a date after the record date for the determination of holders of shares of Series A Preferred Stock entitled to receive a quarterly
dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends shall begin to accrue and be
cumulative from and after such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends
paid on the shares of Series A Preferred Stock in an amount less than the total amount of such dividends at the time accrued and
payable on such shares shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding.
(d)
So long as any shares of Series A Preferred Stock are outstanding, no dividends or other distributions shall be declared, paid
or distributed, or set aside for payment or distribution, on the Common Stock or Class B Common Stock, par value $0.10 per share,
of the Company (the “Class B Common Stock”) unless, in each case, the dividend required by this Section 2 to
be declared on the Series A Preferred Stock shall have been declared and set aside.
(e)
The holders of shares of Series A Preferred Stock shall not be entitled to receive any dividends or other distributions except as herein provided.
SECTION 3. Voting Rights.
The holders of shares of Series A Preferred Stock, in addition to the voting rights provided by law, shall have the following voting
rights:
(a)
Each holder of Series A Preferred Stock shall be entitled to a number of votes equal to the Formula Number then in effect, for
each share of Series A Preferred Stock held of record, multiplied by the maximum number of votes per share which any holder of
Common Stock or stockholders generally then have with respect to such matter (assuming any holding period or other requirement
to vote a greater number of shares is satisfied).
(b)
Except as otherwise herein provided or by the Certificate or applicable law, the holders of shares of Series A Preferred Stock
and the holders of shares of Common Stock shall vote together as one class for the election of directors of the Company and on
all other matters submitted to a vote of the holders of Common Stock of the Company.
(c)
If, at the time of any annual meeting of stockholders for the election of directors, the equivalent of six quarterly dividends
(whether or not consecutive) payable on any share or shares of Series A Preferred Stock or Class B Common Stock, as the case may
be, are in default, the number of directors constituting the Board shall be increased by two. In addition to voting together with
the holders of Common Stock for the election of other directors of the Company, the holders of record of the Series A Preferred
Stock, voting separately as a class to the exclusion of the holders of Common Stock, shall be entitled at said meeting of stockholders
(and at each subsequent annual meeting of stockholders), unless all dividends in arrears have been paid or declared and set apart
for payment prior thereto, to vote for the election of two directors of the Company, the holders of any Series A Preferred Stock
being entitled to cast a number of votes per share of Series A Preferred Stock equal to the Formula Number. Until the default in
payments of all dividends which permitted the election of said directors shall cease to exist, any director who shall have been
so elected pursuant to the next preceding sentence may be removed at any time, without cause, only by the affirmative vote of the
holders of the shares of Series A Preferred Stock at the time entitled to cast a majority of the votes entitled to be cast for
the election of any such director at a special meeting of such holders called for that purpose, and any vacancy thereby created
may be filled by the vote of such holders. If and when such default shall cease to exist, the holders of the Series A Preferred
Stock shall be divested of the foregoing special voting rights, subject to revesting in the event of each and every subsequent
like default in payments of dividends. Upon the termination of the foregoing special voting rights, the terms of office of all
persons who may have been elected directors pursuant to said special voting rights shall forthwith terminate, and the number of
directors constituting the Board shall be reduced by two. The voting rights granted by this Section 3(d) shall be in addition to
any other voting rights granted to the holders of the Series A Preferred Stock in this Section.
(d)
Except as provided herein or by the Certificate or applicable law, holders of Series A Preferred Stock shall have no special voting
rights and their consent shall not be required for authorizing or taking any corporate action.
(e)
Subject to Section 7(e) of the Rights Agreement, to the extent that a Right issued in respect of a share of Class B Common Stock
is exercised by such holder of Class B Common Stock (a “Class B Holder”) for Series A Preferred Stock (or a
fraction thereof) in accordance with the Rights Agreement (the “Class B Exercise”), such Class B Holder of Series
A Preferred Stock (or fraction thereof) shall (x) be entitled to, in lieu of the voting rights provided under Section 3(a) above,
a number of votes equal to the Formula Number (and in the case of a fraction of Series A Preferred Stock, the applicable fraction
of the Formula Number) then in effect, for each share of Series A Preferred Stock (or fraction thereof) issued with respect to
such Class B Exercise and held of record by such Class B Holder, multiplied by the maximum number of votes per share which any
holder of Class B Common Stock generally then have with respect to such matter (assuming any holding period or other requirement
to vote a greater number of shares is satisfied) and
(y) vote together with the holders of shares
of Class B Common Stock as one class for the election of Class B Common Stock directors of the Company and on all other matters
submitted to a vote of the holders of Class B Common Stock of the Company; provided, however, that upon (i) transfer
by such Class B Holder of such Series A Preferred Stock (or fraction thereof) to a Person who is not a holder of Class B Common
Stock (and who was not and is not an Acquiring Person or an Affiliate or Associate of an Acquiring Person), then the voting rights
of such Series A Preferred Stock (or fraction thereof) shall instead be governed by Sections 3(a) and 3(b) above, or (ii) the conversion
of such share of Class B Common Stock that is the subject of such Class B Exercise into a share of Common Stock in accordance with
the Amended and Restated Certificate of Incorporation of the Company, then, in either case, the voting rights of such Series A
Preferred Stock (or fraction thereof) issued in respect of such Class B Common Stock shall instead be governed by Sections 3(a)
and 3(b) above.
SECTION 4. Certain Restrictions.
(a) Whenever quarterly dividends or other dividends or distributions on the Series A Preferred Stock as provided in Section 2 are
in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Series
A Preferred Stock outstanding shall have been paid in full, the Company shall not
(i)
declare or pay dividends on, make any other distributions on, or redeem or purchase or otherwise acquire for consideration any
shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred
Stock;
(ii)
declare or pay dividends on or make any other distributions on any shares of stock ranking on a parity (either as to dividends
or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except dividends paid ratably on the Series
A Preferred Stock and all such parity stock on which dividends are payable or in arrears in proportion to the total amounts to
which the holders of all such shares are then entitled;
(iii)
redeem or purchase or otherwise acquire for consideration shares of any stock ranking on a parity (either as to dividends or upon
liquidation, dissolution or winding up) with the Series A Preferred Stock; provided, however, that the Company may
at any time redeem, purchase or otherwise acquire shares of any such parity stock in exchange for shares of any stock of the Company
ranking junior (either as to dividends or upon dissolution, liquidation or winding up) to the Series A Preferred Stock; or
(iv)
purchase or otherwise acquire for consideration any shares of Series A Preferred Stock, or any shares of stock ranking on a parity
with the Series A Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined
by the Board) to all holders of such shares upon such terms as the Board, after consideration of the respective annual dividend
rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result
in fair and equitable treatment among the respective series or classes.
(b)
The Company shall not permit any subsidiary of the Company to purchase or otherwise acquire for consideration any shares of stock
of the Company unless the Company could, under Section 4(a), purchase or otherwise acquire such shares at such time and in such
manner.
SECTION 5. Liquidation Rights.
Upon the liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, no distribution shall be made
(1) to the holders of any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up)
to the Series A Preferred Stock unless, prior thereto, the holders of shares of Series A Preferred Stock shall have received an
amount equal to the 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 (x) $1,000 per whole share or (y) an aggregate amount per share equal to the Formula Number
then in effect times the aggregate amount to be distributed per share to holders of Common Stock or (2) to the holders of any shares
of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred
Stock, except distributions made ratably on the Series A Preferred Stock and all other such parity stock in proportion to the total
amounts to which the holders of all such shares are entitled upon such liquidation, dissolution or winding up; provided,
that no holder of any Series A Preferred Stock shall be authorized or entitled to receive upon involuntary liquidation of the Company
an amount in excess of $100 per share of Series A Preferred Stock. Neither the merger or consolidation of the Company into or with
another entity nor the merger or consolidation of any other entity into or with the Company shall be deemed to be a liquidation,
dissolution or winding up of the Company within the meaning of this Section 5.
SECTION 6. Consolidation, Merger,
etc. In case the Company shall enter into any consolidation, merger, combination or other transaction in which the shares of
Common Stock are exchanged for or changed into other stock or securities, cash or any other property, then in any such case the
then outstanding shares of Series A Preferred Stock shall at the same time be similarly exchanged or changed into an amount per
share equal to the Formula Number then in effect times the aggregate amount of stock, securities, cash or any other property (payable
in kind), as the case may be, into which or for which each share of Common Stock is exchanged or changed. In the event both this
Section 6 and Section 2 appear to apply to a transaction, this Section 6 will control.
SECTION 7. No Redemption; No Sinking
Fund; No Conversion. (a) The shares of Series A Preferred Stock shall not be subject to redemption by the Company or at the
option of any holder of Series A Preferred Stock; provided, however, that, subject to Section 4(a)(iv), the Company may purchase
or otherwise acquire outstanding shares of Series A Preferred Stock in the open market or by offer to any holder or holders of
shares of Series A Preferred Stock.
(b)
The shares of Series A Preferred Stock shall not (i) be subject to or entitled to the operation of a retirement, sinking fund or
purchase fund or (ii) be convertible into or exchangeable for shares of any other class or series.
SECTION 8. Ranking. The
Series A Preferred Stock shall rank junior to all other series of Preferred Stock of the Company unless the Board shall specifically
determine otherwise in fixing the powers, preferences and relative, participating, optional and other special rights of the shares
of such series and the qualifications, limitations and restrictions thereof.
SECTION 9. Fractional Shares.
The Series A Preferred Stock shall be issuable upon exercise of the Rights issued pursuant to the Rights Agreement in whole shares
or in any fraction of a share that is one one-thousandth of a share (as such fraction may be adjusted as provided in the Rights
Agreement) or any integral multiple of such fraction which shall entitle the holder, in proportion to such holder’s fractional
shares, to receive dividends, exercise voting rights, participate in distributions and to have the benefit of all other rights
of holders of Series A Preferred Stock. In lieu of fractional shares, the Company, prior to the first issuance of a share or a
fraction of a share of Series A Preferred Stock, may elect (a) to make a cash payment as provided in the Rights Agreement for fractions
of a share other than one one-thousandths of a share (as such fraction may be adjusted as provided in the Rights Agreement) or
any integral multiple thereof or (b) to issue depository receipts evidencing such authorized fraction of a share of Series A Preferred
Stock pursuant to an appropriate agreement between the Company and a depository selected by the Company; provided, however,
that such agreement shall provide that the holders of such depository receipts shall have all the rights, privileges and preferences
to which they are entitled as holders of the Series A Preferred Stock.
SECTION 10. Reacquired Shares.
Any shares of Series A Preferred Stock purchased or otherwise acquired by the Company in any manner whatsoever shall be retired
and canceled promptly after the acquisition thereof. All such shares shall upon their cancellation become authorized but unissued
shares of Preferred Stock, without designation as to series until such shares are once more designated as part of a particular
series by the Board pursuant to the provisions of the Certificate.
SECTION 11. Amendment.
So long as any shares of Series A Preferred Stock shall be outstanding, (i) none of the powers, preferences and relative, participating,
optional and other special rights of the Series A Preferred Stock as herein provided shall be amended in any manner which would
alter or change the powers, preferences, rights or privileges of the holders of Series A Preferred Stock so as to affect them adversely
and (ii) no amendment, alteration or repeal of the Certificate or of the By-laws of the Company shall be effected so as to affect
adversely any of such powers, preferences, rights or privileges, in each case without the affirmative vote of the holders of at
least 66-2/3% of the outstanding shares of Series A Preferred Stock, voting as a separate class; provided, however,
that no such amendment, alteration or repeal approved by the holders of at least 66-2/3% of the outstanding shares of Series A
Preferred Stock shall be deemed to apply to the powers, preferences, rights or privileges of any holder of shares of Series A Preferred
Stock originally issued upon exercise of the Rights after the time of such approval without the approval of such holder.
IN WITNESS WHEREOF, the Company has caused
this Certificate to be duly executed in its corporate name on this 6th day of April,
2016.
EXHIBIT B
[Form of Right Certificate]
Certificate
No. [R]-
|
___________ Rights
|
NOT EXERCISABLE AFTER THE EXPIRATION DATE (AS DEFINED
IN THE RIGHTS AGREEMENT (AS DEFINED BELOW)), OR EARLIER IF REDEEMED BY THE COMPANY. THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE
OPTION OF THE COMPANY, AT $0.0001 PER RIGHT, ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT. RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING
PERSON OR AN AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT) AND BY ANY SUBSEQUENT
HOLDER OF SUCH RIGHTS ARE NULL AND VOID AND NONTRANSFERABLE.
Right Certificate
CENTRUS ENERGY CORP.
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 Section 382 Rights Agreement dated as of April 6, 2016 as it may be amended from time
to time (the “Rights Agreement”), among CENTRUS ENERGY CORP., a Delaware corporation (the “Company”),
COMPUTERSHARE INC. (“Computershare”) and COMPUTERSHARE TRUST COMPANY N.A. (together with Computershare, the
“Rights Agent”), unless the Rights evidenced hereby shall have been previously redeemed or exchanged by the
Company, to purchase from the Company at any time after the Distribution Date (as defined in the Rights Agreement) and at or prior
to the earlier of (i) the Final Expiration Date (as defined in the Rights Agreement), (ii) the Redemption Date (as defined in
the Rights Agreement), (iii) the Close of Business (as defined in the Rights Agreement) on the effective date of the repeal of
Section 382 or any successor statute if the Board of the Directors of the Company determines that the Rights Agreement is no longer
necessary or desirable for the preservation of NOLs (as defined in the Rights Agreement) or other Tax Benefits (as defined in
the Rights Agreement), (iv) the Close of Business on the first day of a taxable year of the Company to which the Board of Directors
of the Company determines that no NOLs or other Tax Benefits may be carried forward, or (v) the Close of Business on the 364th
Day Date (as defined in the Rights Agreement) (the “Expiration Date”), at the office or offices of the
Rights Agent designated for such purpose, or its successors as Rights Agent, one one-thousandth (1/1,000th) of a fully paid, nonassessable
share of Series A Participating Cumulative Preferred Stock, par value $1.00 per share, of the Company (the “Preferred
Shares”), at a purchase price per one one-thousandth (1/1,000th) of a share equal to $100 (the “Purchase Price”)
payable in cash, upon presentation and surrender of this Right Certificate with the Form of Election to Purchase duly executed.
The Purchase Price and the number
and kind of shares which may be purchased upon exercise of each Right evidenced by this Right Certificate, as set forth above,
are the Purchase Price and the number and kind of shares which may be so purchased as of [ ], 20[ ]. As provided in the Rights
Agreement, the Purchase Price and the number and kind of shares which may be purchased upon the exercise of each Right evidenced
by this Right Certificate are subject to modification and adjustment upon the happening of certain events.
If the Rights
evidenced by this Right Certificate are at any time beneficially owned by an Acquiring Person or an Affiliate or Associate of an
Acquiring Person (as such terms are defined in the Rights Agreement), such Rights shall be null and void and nontransferable and
the holder of any such Right (including any purported transferee or subsequent holder) shall not have any right to exercise or
transfer any such Right.
This Right Certificate is subject
to all 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 reference to the Rights Agreement 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. Copies of the Rights Agreement are on file at the above-mentioned office of the Rights Agent and are
also available from the Company upon written request.
This Right Certificate, with or
without other Right Certificates, upon surrender at the office of the Rights Agent designated for such purpose, may be exchanged
for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a
like aggregate number and kind of shares as the Rights evidenced by the Right Certificate or Right 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 Right Certificates for the number of whole Rights not exercised.
Subject to the provisions of the
Rights Agreement, the Rights evidenced by this Right Certificate may be redeemed by the Company at its option at a redemption price
(in cash or shares of Class A Common Stock, par value $0.10 per share, of the Company or other securities of the Company deemed
by the Board of Directors of the Company to be at least equivalent in value) of $0.0001 per Right (which amount shall be subject
to adjustment as provided in the Rights Agreement) at any time prior to the earlier of (i) the Distribution Date and (ii) the Expiration
Date.
The Company may, but shall not be required
to, issue fractions of Preferred Shares or distribute certificates which evidence fractions of Preferred Shares upon the exercise
of any Right or Rights evidenced hereby, in each case other than fractions constituting one one thousandth (1/1,000th) of a share
(as such fraction may be adjusted as provided in the Rights Agreement). In lieu of issuing fractional shares, the Company may elect
to make a cash payment as provided in the Rights Agreement for fractions of a share other than one one-thousandth (1/1,000th) of
a share (as such fraction may be adjusted as provided in the Rights Agreement) or any integral multiple thereof or to issue certificates
or utilize a depository arrangement as provided in the terms of the Rights Agreement and the Preferred Shares.
No holder of this Right Certificate shall
be entitled to vote or receive dividends or be deemed for any purpose the holder of the Preferred Shares or of any other securities
of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or
herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company, including, without
limitation, 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 other distributions or subscription rights, or otherwise,
until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in accordance with the provisions
of the Rights Agreement.
This Right Certificate shall not be valid or obligatory
for any purpose until it shall have been countersigned by an authorized signatory of
the Rights Agent.
WITNESS the facsimile signature of the proper officers
of the Company and its corporate seal.
Dated as of:
CENTRUS ENERGY CORP.,
|
|
|
by
|
|
|
|
|
|
|
|
|
|
Name:
|
|
|
|
|
Title:
|
|
|
|
|
|
|
Attest:
|
|
|
|
|
|
|
|
|
|
Name:
|
|
|
|
|
Title:
|
|
|
|
|
Date of countersignature:
Countersigned:
COMPUTERSHARE TRUST COMPANY N.A.
as Rights Agent,
COMPUTERSHARE INC.,
as Rights Agent,
[On Reverse Side of Right Certificate]
FORM OF ELECTION TO PURCHASE
(To be executed by the registered holder
if
such holder desires to exercise the Rights
represented by this Right Certificate.)
To the Rights Agent:
The
undersigned hereby irrevocably elects to exercise Rights
represented by this Right Certificate to purchase the Preferred Shares (or other shares) issuable upon the exercise of
such Rights and requests that certificates for such shares be issued in the name of:
Please insert social security
or other identifying number
(Please print name and address)
If such number of Rights shall
not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall
be registered in the name of and delivered to:
Please insert social security
or other identifying number
(Please print name and address)
Dated: ____________,
Signature Guaranteed:
Signatures must be guaranteed by a participant in the
Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange Market LLC Medallion
Signature Program.
The undersigned hereby certifies that (1) the Rights evidenced
by this Right Certificate are not being exercised by or on behalf of a person who is or was an Acquiring Person or an Affiliate
or Associate thereof (as such terms are defined in the Rights Agreement), (2) this Right Certificate is not being sold, assigned
or transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms
are defined in the Rights Agreement) and (3) after due inquiry and to the best knowledge of the undersigned, the undersigned did
not acquire the Rights evidenced by this Right Certificate from any person who is or was an Acquiring Person or an Affiliate or
Associate thereof.
Dated: __________,
Signature Guaranteed:
Signatures must be guaranteed by a participant in the Securities
Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange Market LLC Medallion Signature
Program.
FORM OF ASSIGNMENT
(To be executed by the registered holder if such
holder desires to transfer the Right Certificate.)
FOR VALUE RECEIVED _________________hereby sells,
assigns and transfer 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 Corporation, with full power of substitution.
Dated: ____________, ____
Signature Guaranteed:
Signatures must be guaranteed by a participant in the
Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange Market LLC Medallion
Signature Program.
The undersigned hereby certifies that
(1) the Rights evidenced by this Right Certificate are not being sold, assigned or transferred by or on behalf of a Person who
is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), (2) this
Right Certificate is not being sold, assigned or transferred to or on behalf of any such Acquiring Person, Affiliate or Associate
and (3) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this
Right Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined
in the Rights Agreement).
NOTICE
The signature on the foregoing Form of
Election to Purchase or Form of Assignment 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.
EXHIBIT C
RIGHTS BENEFICIALLY OWNED BY ANY ACQUIRING PERSONS
OR THEIR AFFILIATES OR ASSOCIATES AND BY ANY SUBSEQUENT HOLDER OF SUCH RIGHTS ARE NULL AND VOID AND NONTRANSFERABLE.
SUMMARY OF RIGHTS TO PURCHASE
SERIES A PARTICIPATING CUMULATIVE PREFERRED
STOCK
OF CENTRUS ENERGY CORP.
On April 6, 2016, the Board of Directors
(the “Board”) of CENTRUS ENERGY CORP., a Delaware corporation (the “Company”),declared a
dividend of one right (the “Rights”) for each outstanding share of Class A Common Stock, par value $0.10 per
share, of the Company (the “Common Shares”) and each share of Class B Common Stock, par value $0.10 per share
of the Company (the “Class B Common Shares”). The Rights will be issued to the holders of record of Common Shares
and Class B Common Shares outstanding at April 6, 2016 (the “Record Date”) and with respect to Common Shares
and Class B Common Shares issued thereafter until the Distribution Date (as defined below). Each Right, when it becomes exercisable
as described below, will entitle the registered holder to purchase from the Company one one-thousandth (1/1,000th) of a share of
Series A Participating Cumulative Preferred Stock, par value $1.00 per share, of the Company (the “Preferred Shares”)
at a price of $26.00 (the “Purchase Price”). The description and terms of the Rights are set forth in a Section
382 Rights Agreement dated as of April 6, 2016 as it may be amended from time to time (the “Rights Agreement”),
among the Company, Computershare Inc. (“Computershare”) and Computershare Trust Company N.A., a federally chartered
trust company (together with Computershare, the “Rights Agent”).
The Board adopted the Rights Agreement
in an effort to protect shareholder value by, among other things, attempting to protect against a possible limitation on the Company’s
ability to use its net operating loss carryforwards (the “NOLs”) and other tax benefits to reduce potential future
United States Federal income tax obligations (“Tax Benefits”). The Company has experienced substantial operating losses,
and under the Internal Revenue Code of 1986, as amended (the “Code”), and rules promulgated thereunder, the Company
may “carry forward” these NOLs and other tax benefits in certain circumstances to offset any current and future earnings
and thus reduce the Company’s federal income tax liability, subject to certain requirements and restrictions. To the extent
that the NOLs and other tax benefits do not otherwise become limited, the Company believes that it will be able to carry forward
a significant amount of NOLs and other tax benefits arising in the future, and therefore these NOLs and other tax benefits could
be a substantial asset to the Company. However, if the Company experiences an “ownership change,” as defined in Section
382 of the Code, its ability to use the NOLs and other tax benefits will be substantially limited, including that the timing of
the usage of the NOLs and other tax benefits could be substantially delayed, which could therefore significantly impair the value
of those assets.
Until the earlier of (i) such time as the
Company learns that a person or group (including any affiliate or associate of such person or group) has acquired, or obtained
the right to acquire, beneficial ownership of 4.99% or more of the outstanding Common Shares (any such person or group being called
an “Acquiring Person”) and (ii) such date, if any, as may be designated by the Board following the commencement
of, or first public disclosure of an intention to commence, a tender or exchange offer for outstanding Common Shares which could
result in such person or group becoming the beneficial owner of 4.99% or more of the outstanding Common Shares, (the earlier of
such dates being called the “Distribution Date”), the Rights will be evidenced by certificates for Common Shares
or Class B Common Shares as the case may be, registered in the names of the holders thereof, or, in the case of Common Shares held
in uncertificated form, by the transaction statement or other record of ownership of such Common Shares, and not by separate Right
Certificates. Generally, the Rights Agreement provides that any person or group (including any affiliate or associate of such person
or group) (a “Grandfathered Person”) which beneficially owned (as disclosed in public filings with the Securities and
Exchange Commission) 4.99% or more of the outstanding Common Shares as of the close of business on the date of the Rights Agreement
(the percentage of such ownership, the “Grandfathered Percentage”) will not be deemed an “Acquiring Person”
unless such Grandfathered Person exceeds its Grandfathered Percentage by 0.5% or more of the outstanding shares of Common Stock.
If any Grandfathered Person shall sell, transfer or otherwise dispose of any outstanding Common Shares after the close of business
on the date of the Rights Agreement, the related Grandfathered Percentage shall then mean the lesser of (a) the Grandfathered Percentage
as in effect immediately prior to such sale, transfer or disposition and (b) the percentage of outstanding Common Shares of the
Company that such Grandfathered Person beneficially owns immediately following such sale, transfer or disposition; provided, however,
if at any time after the close of business on the date of the Rights Agreement, such Grandfathered Person is the beneficial owner
of less than 4.99% of the outstanding Common Shares, then such person or group (including any affiliate or associate of such person
or group) will cease to be a Grandfathered Person. Additionally, the Rights Agreement includes procedures whereby the Board, or
a duly constituted committee of Independent Directors, will consider requests to exempt (a) any person or group (including any
affiliate or associate of such person or group) (an “Exempt Person”) that would otherwise be an “Acquiring Person”,
or (b) any transaction (an “Exempt Transaction”) resulting in the beneficial ownership of Common Shares, prior to the
consummation of such transaction, from the Acquiring Person trigger, in each case if the Board, or a duly constituted committee
of Independent Directors, determines in its sole discretion either that such person or group (including any affiliate or associate
of such person or group) or such transaction (i) will not jeopardize or endanger the availability of the NOLs or other tax benefits
to the Company or (ii) is otherwise in the best interest of the Company; provided that, (A) in the case of an Exempt Person, if
the Board, or a duly constituted committee of Independent Directors, later makes a contrary determination with respect to the effect
of such person or group’s (including any affiliate or associate of such person or group) beneficial ownership with respect
to the availability to the Company of its NOLs or other tax benefits, such person or group (including any affiliate or associate
of such person or group) shall cease to be an Exempt Person and (B) in the case of an Exempt Person or Exempt Transaction, the
Board, or a duly constituted committee of Independent Directors, may require the applicable person or group (including any affiliate
or associate of such person or group) to make certain representations or undertakings, the violation or attempted violation of
which will be subject to such consequences as the Board, or a duly constituted committee of Independent Directors, may determine
it its sole discretion, including that such person or group (including any affiliate or associate of such person or group) shall
become an “Acquiring Person”.
With respect to any Common Shares and Class
B Common Shares outstanding as of the Record Date, until the earliest of the Distribution Date, the Redemption Date or the Expiration
Date, (i) in the case of certificated shares, the Rights associated with the Common Shares or Class B Common Shares represented
by a certificate shall be evidenced by such certificate along with a copy of this Summary of Rights, and the surrender for transfer
of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares or Class B Common Shares,
as the case may be, represented thereby, and (ii) in the case of Common Shares held in uncertificated form, the Rights associated
with the Common Shares shall be evidenced by the balances indicated in the book-entry account system of the transfer agent for
the Common Shares, and the transfer of any Common Shares in the book-entry account system of the transfer agent for such Common
Shares shall also constitute the transfer of the Rights associated with such Common Shares. Therefore, until the Distribution Date,
the Rights will be transferred with and only with the underlying Common Shares or Class B Common Shares, as the case may be.
As soon as practicable following the Distribution
Date, separate certificates evidencing the Rights (“Right Certificates”) will be mailed to holders of record
of the Common Shares and Class B Common Shares as of the close of business on the Distribution Date, and such separate Right Certificates
alone will thereafter evidence the Rights.
The Rights are not exercisable until the
Distribution Date and will expire upon the earlier of (i) the close of business on April 5, 2019 (ii) the Redemption Date, (iii)
the close of business on the effective date of the repeal of Section 382 or any successor statute if the Board determines that
the Rights Agreement is no longer necessary or desirable for the preservation of NOLs or other Tax Benefits, (iv) the close of
business on the first day of a taxable year of the Company to which the Board determines that no NOLs or other Tax Benefits may
be carried forward, or (v) the Close of Business on the 364th Day Date (as defined in the Rights Agreement) (the earliest
of the events described in clauses (i), (iii), (iv) or (v) being herein referred to as the “Expiration Date”).
The number of Preferred Shares or other
securities issuable upon exercise of the Rights is subject to adjustment by the Board in the event of any change in the Common
Shares, Class B Common Shares or Preferred Shares, whether by reason of stock dividends, stock splits, reclassifications, recapitalizations,
mergers, consolidations, combinations or exchanges of securities, split-ups, split-offs, spin-offs, liquidations, other similar
changes in capitalization, any distribution or issuance of assets, evidences of indebtedness or subscription rights, options or
warrants to holders of Common Shares, Class B Common Shares or Preferred Shares or otherwise. The Purchase Price and the number
of Preferred Shares or other securities issuable upon exercise of the Rights are subject to adjustment from time to time in the
event of the declaration of a stock dividend on the Common Shares or Class B Common Shares payable in Common Shares or Class B
Common Shares or a subdivision or combination of the Common Shares or Class B Common Shares prior to the Distribution Date.
The Preferred Shares are authorized
to be issued in fractions which are an integral multiple of one one-thousandth (1/1,000th) of a Preferred Share. The Company may,
but is not required to, issue fractions of shares upon the exercise of Rights (other than one one-thousandths (1/1000ths) of a
Preferred Share (as such fraction may be adjusted as provided in the Rights Agreement) or any integral multiple thereof), and in
lieu of fractional shares, the Company may make a cash payment based on the market price of such shares on the first trading date
prior to the date of exercise or utilize a depositary arrangement as provided by the terms of the Preferred Shares.
Subject to the right of the Board to redeem
or exchange the Rights as described below, on the first date of public announcement by the Company or any Acquiring Person that
a Person has become an Acquiring Person, or such earlier date as a majority of the Board shall become aware of the existing of
an Acquiring Person, the holder of each Right will thereafter have the right to receive, upon exercise thereof, for the Purchase
Price, that number of one one-thousandths (1/1,000ths) of a Preferred Share equal to the number of Common Shares which at the time
of such transaction would have a market value of twice the Purchase Price. Any Rights that are or were beneficially owned by an
Acquiring Person on or after the Distribution Date will become null and void and will not be subject to the “flip-in”
provision.
In the event the Company is acquired in
a merger or other business combination by an Acquiring Person that is a publicly traded corporation or 50% or more of the Company’s
assets or assets representing 50% or more of the Company’s earning power are sold, leased, exchanged or otherwise transferred
(in one or more transactions) to an Acquiring Person that is a publicly traded corporation, proper provision must be made so that
each Right will entitle its holder to purchase, for the Purchase Price, that number of common shares of such corporation which
at the time of the transaction would have a market value of twice the Purchase Price. In the event the Company is acquired in a
merger or other business combination by an Acquiring Person that is not a publicly traded entity or 50% or more of the Company’s
assets or assets representing 50% or more of the earning power of the Company are sold, leased, exchanged or otherwise transferred
(in one or more transactions) to an Acquiring Person that is not a publicly traded entity, proper provision must be made so that
each Right will entitle its holder to purchase, for the Purchase Price, at such holder’s option, (i) that number of shares
of the surviving corporation in the transaction with such entity which at the time of the transaction would have a book value of
twice the Purchase Price or (ii) that number of shares of such entity which at the time of the transaction would have a book value
of twice the Purchase Price or (iii) if such entity has an affiliate which has publicly traded common shares, that number of common
shares of such affiliate which at the time of the transaction would have a market value of twice the Purchase Price. The “flip-over”
provision only applies to a merger or similar business combination with an Acquiring Person.
ANY RIGHTS THAT ARE OR WERE, AT
ANY TIME ON OR AFTER THE DATE AN ACQUIRING PERSON BECOMES SUCH, BENEFICIALLY OWNED BY AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE
OF AN ACQUIRING PERSON (OR A TRANSFEREE THEREOF) WILL BECOME NULL AND VOID AND ANY HOLDER OF ANY SUCH RIGHT (INCLUDING ANY SUBSEQUENT
HOLDER) WILL BE UNABLE TO EXERCISE ANY SUCH RIGHT.
The Rights are redeemable by the Board at
a redemption price of $0.0001 per Right (the “Redemption Price”) any time prior to the earlier of (i) the Distribution
Date and (ii) the Expiration Date (the date of such redemption being the “Redemption Date”). Immediately upon
the action of the Board electing to redeem the Rights, and without any further action and without any notice, the right to exercise
the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price.
After there is an Acquiring Person
the Board may elect to exchange each Right (other than Rights owned by an Acquiring Person) for consideration per Right consisting
of (i) one-half of the securities that would be issuable at such time upon the exercise of one Right pursuant to the terms of the
Rights Agreement or (ii) cash, Preferred Shares (including fractions thereof), Common Shares, in the case of holders of Common
Shares (including fractions thereof), Class B Common Shares, in the case of holders of Class B Common Shares (including fractions
thereof), or other equity or debt securities (or any combination of any of the foregoing) having an aggregate value equal to one-half
of the value of Preferred Shares (including fractions thereof) that would be issuable at such time upon the exercise of one Right
pursuant to the terms of the Rights Agreement. Notwithstanding the foregoing, the Board is not empowered to effect such exchange
at any time after any person (other than the Company, any subsidiary of the Company, any employee benefit plan of the Company or
any such subsidiary, or any entity holding Common Shares for or pursuant to the terms of any such plan), together with all affiliates
and associates of such person, becomes the beneficial owner of 50% or more of the Common Shares then outstanding.
If the Board elects to mandatorily exchange
any Rights, the Board may, at its option and without limiting any rights the Company may have under the Rights Agreement, cause
the Company to enter into one or more arrangements it deems necessary or appropriate to implement and give effect to such mandatory
exchange in the manner contemplated by the Rights Agreement, including by establishing one or more trusts or other mechanisms for
the proper and orderly distribution of the securities and/or cash to be exchanged therefor.
At any time prior to the date the
Company learns that a person or group (including any affiliate or associate of such person or group) has become an Acquisition
Person (subject to exceptions), the Company may, without the approval of any holder of the Rights, supplement or amend any provision
of the Rights Agreement (including the date on which the Distribution Date will occur, the amount of the Purchase Price or the
definition of “Acquiring Person”), except that no supplement or amendment may be made that extends the Expiration Date
or reduces the Redemption Price.
Until a Right is exercised, the
holder thereof, as such, will have no rights as a stockholder of the Company, including, without limitation, the right to vote
or to receive dividends.
A copy of the Rights Agreement, including
the terms of the Preferred Shares, will be filed with the Securities and Exchange Commission as an Exhibit to a Registration Statement
on Form 8-A. A copy of the Rights Agreement is available free of charge from the Company upon written request. This summary description
of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is incorporated
herein by reference.
FIRST
AMENDMENT TO
SECTION 382 RIGHTS AGREEMENT
by
and between
CENTRUS
ENERGY CORP.
and
COMPUTERSHARE
TRUST COMPANY, N.A.
and
COMPUTERSHARE
INC.
THIS
FIRST AMENDMENT TO THE SECTION 382 RIGHTS AGREEMENT (this “First Amendment”) is made and entered into as of February
14, 2017 by and between Centrus Energy Corp., a Delaware corporation (the “Company”), Computershare Trust Company,
N.A. and Computershare Inc. (together, the “Rights Agent”).
THE
PARTIES ENTER THIS FIRST AMENDMENT on the basis of the following facts, understandings and intentions:
|
A.
|
The
Company and Rights Agent entered into that certain Section 382 Rights Agreement dated
as of April 6, 2016 (the “Rights
|
Agreement”)
(defined terms used herein but not otherwise defined shall have the meanings assigned to them in the Rights Agreement);
|
B.
|
The
Company and Rights Agent desire to amend the Rights Agreement in certain respects; and
|
|
C.
|
Section
26 of the Rights Agreement provides that, at any time prior to the Distribution Date,
the Company and Rights Agent shall,
|
if
the Company so directs, supplement or amend any provision of the Rights Agreement without the approval of any holders of the Rights.
NOW,
THEREFORE, in consideration of the mutual covenants and agreements contained herein, the receipt and adequacy of which is
hereby acknowledged, the parties hereby agree as follows:
1.
Amendment to Section 1. Section 1 of the Rights Agreement is hereby amended by deleting the definition of “Common
Shares” and replacing it with the following:
““Common
Shares”, when used with reference to the Company prior to a Business Combination, shall mean the shares of Common Stock
or any other shares of capital stock of the Company into which the Common Stock shall be reclassified or changed and any other
interest that would be treated as “stock” of the Company (but excluding the series B senior preferred stock, par value
$1.00
of the Company) for purposes of Section 382 (including Treasury Regulation Section 1.382- 2T(f)(18)) in this Section 1 and all
other provisions of this Rights Agreement in which such meaning is necessary in order to ensure that this Rights Agreement is
effective in carrying out its stated purpose and intent of preserving the Company’s NOLs and other Tax Benefits. “Common
Shares”, when used with reference to any Person (other than the Company prior to a Business Combination), shall mean shares
of capital stock of such Person (if such Person is a corporation) of any class or series, or units of equity interests in such
Person (if such Person is not a corporation) of any class or series, the terms of which do not limit (as a maximum amount and
not merely in proportional terms) the amount of dividends or income payable or distributable on such class or series or the amount
of assets distributable on such class or series upon any voluntary or involuntary liquidation, dissolution or winding up of such
Person and do not provide that such class or series is subject to redemption at the option of such Person, or any shares of capital
stock or units of equity interests into which the foregoing shall be reclassified or changed, and if there shall be more than
one class or series of such shares of capital stock or units of equity interests of such Person, then “Common Shares”
of such Person shall mean the class or series of capital stock of such Person or units of equity interests in such Person having
voting power (being the power under ordinary circumstances (and not merely upon the happening of a contingency) to vote in the
election of directors of such Person (if such Person is a corporation) or to participate in the management and control of such
Person (if such Person is not a corporation)), or in the case of multiple classes or series having voting power, having the greatest
voting power.”
2.
Full Force and Effect. Except as amended hereby, the Rights Agreement shall remain in full force and effect and unmodified.
3.
Execution. This First Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original,
and all of such counterparts shall constitute one agreement. To facilitate execution of this First Amendment, the parties may
execute and exchange facsimile counterparts of the signature pages, and facsimile counterparts shall serve as originals.
4.
Certification of Compliance. The undersigned hereby certifies that he is the duly elected and qualified Senior Vice President,
Chief Financial Officer and Treasurer of the Company and that this First Amendment to the Rights Agreement is in compliance with
the terms of Section 26 of the Rights Agreement.
IN
WITNESS WHEREOF, the undersigned officer of the Company, being an appropriate officer of the Company and authorized to do
so by resolution of the board of directors of the Company dated as of January 4, 2017, hereby certifies to the Rights Agent that
these amendments are in compliance with the terms of Section 26 of the Rights Agreement.
|
CENTRUS ENERGY CORP.,
|
|
a Delaware corporation
|
|
|
|
|
By:
|
/s/ Stephen S. Greene
|
|
|
|
|
|
Name:
|
Stephen S Greene
|
|
|
Title:
|
Senior Vice President, Chief Financial Officer
and Treasurer
|
|
|
|
|
|
COMPUTERSHARE TRUST COMPANY,
N.A.
COMPUTERSHARE INC.
|
|
as Rights Agent
|
|
|
|
|
By:
|
/s/
Kathy Heagerty
|
|
|
Name:
|
Kathy Heagerty
|
|
|
Title:
|
Vice President and Manager
|
[SIGNATURE
PAGE TO FIRST AMENDMENT TO RIGHTS AGREEMENT]
SECOND
AMENDMENT TO THE
SECTION
382 RIGHTS AGREEMENT
by
and among
CENTRUS
ENERGY CORP.,
COMPUTERSHARE
TRUST COMPANY, N.A.
and
COMPUTERSHARE
INC.
THIS
SECOND AMENDMENT TO THE SECTION 382 RIGHTS AGREEMENT (this “Second Amendment”) is made and entered into as of
April 3, 2019, by and among Centrus Energy Corp., a Delaware corporation (the “Company”), Computershare Trust Company,
N.A. and Computershare Inc. (together, the “Rights Agent”).
WHEREAS,
the Company and the Rights Agent entered into a Section 382 Rights Agreement dated as of April 6, 2016, which was subsequently
amended pursuant to a First Amendment to the Section 382 Rights Agreement dated as of February 14, 2017 (as amended, the “Agreement”);
WHEREAS,
Section 26 of the Agreement provides, among other things, that, prior to the Distribution Date (as defined in the Agreement) the
Company and the Rights Agent may from time to time supplement or amend the Agreement in any respect without the approval of any
holders of Rights (as defined in the Agreement);
WHEREAS,
no Distribution Date has occurred on or prior to the date hereof;
WHEREAS,
the Board of Directors of the Company (the “Board”) has determined it is in the best interests of the Company and
its stockholders to amend the Agreement as set forth herein; and
WHEREAS,
the Board has authorized and approved this Second Amendment.
NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company
hereby agrees to amend the Agreement as follows and directs the Rights Agent to execute this Second Amendment:
1.
Definition of Final Expiration Date. The definition of Final Expiration Date in Section 1 of the Agreement
is hereby deleted and replaced with the following:
““Final
Expiration Date” shall mean the Close of Business on April 5, 2022.”
|
2.
|
Definition
of Purchase Price. The definition of Purchase Price in Section 1 of the
Agreement is hereby deleted and replaced with the following:
|
““Purchase
Price” with respect to each Right shall mean $18.00, as such amount may from time to time be adjusted as provided in
this Rights Agreement and shall be payable in lawful money of the United States of America. All references herein to the Purchase
Price shall mean the Purchase Price as in effect at the time in question.”
3.
Deletion of Certain Definitions. The definitions of “364th Day Date,” “2017 Annual
Meeting,” and “2017 Proxy Statement” set forth in Section 1 of the Agreement are hereby deleted in their
entirety.
|
4.
|
Amendment
to Section 7(a). Section 7(a) of the Agreement is hereby deleted and replaced
with the following:
|
“Subject
to the other provisions of this Rights Agreement (including Section 7(e) and Section 11), each Right shall entitle the registered
holder thereof, upon exercise thereof as provided in this Rights Agreement, to purchase for the Purchase Price, at any time after
the Distribution Date and at or prior to the earliest of (i) the Final Expiration Date, (ii) the Redemption Date, (iii) the Close
of Business on the effective date of the repeal of Section 382 if the Board determines that this Rights Agreement is no longer
necessary or desirable for the preservation of NOLs or other Tax Benefits, or (iv) the Close of Business on the first day of a
taxable year of the Company to which the Board determines that no NOLs or other Tax Benefits may be carried forward (the earliest
of the events described in clauses (i), (iii), or (iv) being herein referred to as the “Expiration Date”),
one one-thousandth (1/1,000th) of a Preferred Share, subject to adjustment as provided in this Rights Agreement.”
5.
Form of Rights Certificates. The first paragraph of the Form of Rights Certificate set forth in Exhibit B
to the Agreement is hereby deleted and replaced with the following:
“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 Section 382 Rights Agreement dated as of April
6, 2016 as it may be amended from time to time (the “Rights Agreement”), among CENTRUS ENERGY CORP., a Delaware
corporation (the “Company”), COMPUTERSHARE INC. (“Computershare”) and COMPUTERSHARE TRUST
COMPANY N.A. (together with Computershare, the “Rights Agent”), unless the Rights evidenced hereby shall have
been previously redeemed or exchanged by the Company, to purchase from the Company at any time after the Distribution Date (as
defined in the Rights Agreement) and at or prior to the earliest of (i) the Final Expiration Date (as defined in the Rights Agreement),
(ii) the Redemption Date (as defined in the Rights Agreement), (iii) the Close of Business (as defined in the Rights Agreement)
on the effective date of the repeal of Section 382 or any successor statute if the Board of the Directors of the Company determines
that the Rights Agreement is no longer necessary or desirable for the preservation of NOLs (as defined in the Rights Agreement)
or other Tax Benefits (as defined in the Rights Agreement), or (iv) the Close of Business on the first day of a taxable year of
the Company to which the Board of Directors of the Company determines that no NOLs or other Tax Benefits may be carried forward
(the “Expiration Date”), at the office or offices of the Rights Agent designated for such purpose, or its successors
as Rights Agent, one one-thousandth (1/1,000th) of a fully paid, nonassessable share of Series A Participating Cumulative Preferred
Stock, par value $1.00 per share, of the Company (the “Preferred Shares”), at a purchase price per one one-thousandth
(1/1,000th) of a share equal to $18.00 (the “Purchase Price”) payable in cash, upon presentation and surrender
of this Right Certificate with the Form of Election to Purchase duly executed.”
|
6.
|
Summary
of Rights. The Summary of Rights set forth in Exhibit C to the Agreement
is hereby amended as follows:
|
|
(a)
|
The reference
to “$26.00” in the first paragraph of Exhibit C is hereby deleted
and replaced with “$18.00”.
|
|
(b)
|
The sixth
paragraph of Exhibit C is hereby deleted and replaced with the following:
|
“The
Rights are not exercisable until the Distribution Date and will expire upon the earliest of (i) the close of business on April
5, 2022,
(ii)
the Redemption Date, (iii) the close of business on the effective date of the repeal of Section 382 or any successor statute if
the Board determines that the Rights Agreement is no longer necessary or desirable for the preservation of NOLs or other Tax Benefits,
or (iv) the close of business on the first day of a taxable year of the Company to which the Board determines that no NOLs or
other Tax Benefits may be carried forward (the earliest of the events described in clauses (i), (iii), or (iv) being herein referred
to as the “Expiration Date”).”
7.
Certification of Compliance. The undersigned hereby certifies that she is the duly elected and qualified Senior
Vice President, Chief Financial Officer and Treasurer of the Company and that this Second Amendment to the Rights Agreement is
in compliance with the terms of Section 26 of the Rights Agreement.
8.
Miscellaneous. This Second Amendment is effective as of the date first set forth above. Capitalized terms used but
not defined herein shall have the respective meanings ascribed to such terms in the Agreement. This Second Amendment may be executed
in any number of counterparts; each such counterpart shall for all purposes be deemed to be an original; and all such counterparts
shall together constitute but one and the same instrument. A signature to this Second Amendment executed and/or transmitted electronically
shall have the same authority, effect and enforceability as an original signature. Except as modified hereby, the Agreement is
reaffirmed in all respects, and all references therein to “the Agreement” shall mean the Agreement, as modified hereby.
*****
IN
WITNESS WHEREOF, the parties hereto have caused this Second Amendment to be duly executed as of the date first written above.
|
CENTRUS ENERGY CORP.
|
|
|
|
By:
|
/s/ Marian
K. Davis
|
|
Name:
|
Marian K. Davis
|
|
Title:
|
Senior Vice President, Chief Financial Officer
and Treasurer
|
|
|
|
|
COMPUTERSHARE TRUST COMPANY,
N.A.
|
|
|
|
By:
|
/s/ Patrick
Hayes
|
|
Name:
|
Patrick Hayes
|
|
Title:
|
Vice President & Manager
|
|
|
|
|
COMPUTERSHARE INC.
|
|
|
|
By:
|
/s/ Patrick
Hayes
|
|
Name:
|
Patrick Hayes
|
|
Title:
|
Vice President & Manager
|
THIRD
AMENDMENT TO THE
SECTION
382 RIGHTS AGREEMENT
by
and among
CENTRUS
ENERGY CORP.,
COMPUTERSHARE
TRUST COMPANY, N.A.
and
COMPUTERSHARE
INC.
THIS
THIRD AMENDMENT TO THE SECTION 382 RIGHTS AGREEMENT (this “Third Amendment”) is made and entered into as of April
13, 2020, by and among Centrus Energy Corp., a Delaware corporation (the “Company”), Computershare Trust Company,
N.A. and Computershare Inc. (together, the “Rights Agent”).
WHEREAS,
the Company and the Rights Agent entered into a Section 382 Rights Agreement dated as of April 6, 2016, which was subsequently
amended pursuant to (i) a First Amendment to the Section 382 Rights Agreement dated as of February 14, 2017 and (ii) a Second
Amendment to the Section 382 Rights Agreement dated as of April 3, 2019 (as amended, the “Agreement”);
WHEREAS,
Section 26 of the Agreement provides, among other things, that, prior to the Distribution Date (as defined in the Agreement) the
Company and the Rights Agent may from time to time supplement or amend the Agreement in any respect without the approval of any
holders of Rights (as defined in the Agreement);
WHEREAS,
no Distribution Date has occurred on or prior to the date hereof;
WHEREAS,
the Board of Directors of the Company (the “Board”) has determined it is in the best interests of the Company and
its stockholders to amend the Agreement as set forth herein; and
WHEREAS,
the Board has authorized and approved this Third Amendment.
NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company
hereby agrees to amend the Agreement as follows and directors the Rights Agent to execute this Third Amendment.
1.
Definition of Final Expiration Date. The definition of Final Expiration Date set forth in Section 1 of the
Agreement is hereby deleted and replaced with the following:
““Final
Expiration Date” shall mean the Close of Business on June 30, 2021.”
2
Summary of Rights. The sixth paragraph of the Summary of Rights set forth in Exhibit C to the Agreement is
hereby deleted and replaced with the following:
“The
Rights are not exercisable until the Distribution Date and will expire upon the earliest of (i) the close of business on June
30, 2021, the Redemption Date, (iii) the close of business on the effective date of the repeal of Section 382 or any successor
statute if the Board determines that the Rights Agreement is no longer necessary or desirable for the preservation of NOLs or
other Tax Benefits, or (iv) the close of business on the first day of a taxable year of the Company to which the Board determines
that no NOLs or other Tax Benefits may be carried forward (the earliest of the events described in clauses (i), (iii) or (iv)
being herein referred to as the “Expiration Date”).”
3.
Certification of Compliance. The undersigned representative of the Company hereby certifies that he is the duly
elected and qualified Senior Vice President, Chief Financial Officer, Chief Administrative Officer and Treasurer of the Company
and that this Third Amendment to the Agreement is in compliance with the terms of Section 26 of the Agreement.
4.
Miscellaneous. This Third Amendment is effective as of the date first set forth above. Capitalized terms used but
not defined herein shall have the respective meanings ascribed to such terms in the Agreement. This Third Amendment may be executed
in any number of counterparts; each such counterpart shall for all purposes be deemed to be an original; and all such counterparts
shall together constitute but one and the same instrument. A signature to this Third Amendment executed and/or transmitted electronically
shall have the same authority, effect and enforceability as an original signature. Except as modified hereby, the Agreement is
reaffirmed in all respects, and all references therein to “the Agreement” shall mean the Agreement, as modified hereby.
*****
IN
WITNESS WHEREOF, the parties hereto have caused this Third Amendment to be duly executed as of the date first written above.
|
CENTRUS ENERGY CORP.
|
|
|
|
|
By:
|
/s/ Philip O. Strawbridge
|
|
Name:
|
Philip O. Strawbridge
|
|
Title:
|
Senior Vice President, Chief Financial Officer,
Chief
|
|
Administrative Officer and Treasurer
|
|
|
|
COMPUTERSHARE TRUST COMPANY,
N.A.
|
|
|
|
By:
|
/s/ Patrick Hayes
|
|
Name:
|
Patrick Hayes
|
|
Title:
|
Vice President and Manager
|
|
|
|
|
COMPUTERSHARE INC.
|
|
|
|
By:
|
/s/ Patrick Hayes
|
|
Name:
|
Patrick Hayes
|
|
Title:
|
Vice President and Manager
|
1.
CENTRUS ENERGY CORP. 6901 ROCKLEDGE DRIVE SUITE 800 BETHESDA, MD, 20817 VOTE BY INTERNET - www.proxyvote.com
Before the Meeting - Go to www.proxyvote.comUse the Internet to transmit your voting instructions and for electronic delivery
of information up until 11:59 P.M. Eastern Time on June 16, 2020. Have your proxy card in hand when you access the web site and
follow the instructions to obtain your records and to create an electronic voting instruction form.During the Meeting - Go to
www.virtualshareholdermeeting.com/LEU2020 You may participate in the meeting via the Internet and vote during the meeting.
Have the information that is printed in the box marked by the arrow available and follow the instructions. There will be no physical
location at which Stockholders may attend the meeting. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit
your voting instructions up until 11:59 P.M. Eastern Time on June 16, 2020. Have your proxy card in hand when you call and then
follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we
have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW
IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID
ONLY WHEN SIGNED AND DATED. The Board of Directors recommends you vote FOR the following: To withhold authority to vote for any
individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below.Election of
Directors Nominees 01) Mikel H. Williams 02) Michael Diament 03) W. Thomas Jagodinski 04) Patricia J. Jamieson 05) William J. Madia
06) Daniel B. Poneman 07) Neil S. Subin 08) Michael O'Shaughnessy 09) Tina W. Jonas The Board of Directors recommends you vote
FOR proposals 2, 3 and 4. To approve the Section 382 Rights Agreement, as amended. To hold an advisory vote to approve the Company's
executive compensation. To ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent auditors for 2020.
NOTE: This proxy may be voted in the discretion of the proxy holders on any other matters that may properly come before
the meeting or any postponement or any adjournment thereof. Please sign exactly as your name(s) appear(s) hereon. When signing
as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally.
All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name, by authorized officer.Signature
[PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
Important Notice Regarding the Availability of Proxy Materials
for the Annual Meeting: The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com CENTRUS ENERGY
CORP Annual Meeting of Stockholders June 17, 2020 10:00 AM EDT This proxy is solicited by the Board of Directors The stockholder(s)
hereby appoint(s) Philip O. Strawbridge and Dennis J. Scott, or either of them, as proxies, each with the power to appoint his
or her substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all
of the shares of common stock of CENTRUS ENERGY CORP. that the stockholder(s) is/are entitled to vote at the Annual Meeting of
Stockholders to be held online via live webcast, at 10:00 AM, EDT on June 17, 2020, and any adjournment or postponement thereof.This
proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted
in accordance with the Board of Directors' recommendations as set forth on the reverse side. Continued and to be signed on reverse
side
***
Exercise Your Right to Vote *** Important
Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on June 17, 2020 CENTRUS ENERGY
CORP Meeting Information Meeting Type: Annual
Meeting For holders as of: April 20, 2020 Date: June 17, 2020 Time: 10:00 AM EDT Location: Meeting
live via the Internet - please visit www.virtualshareholdermeeting.com/LEU2020 and be sure to have the information that is printed
in the box marked by the arrow -> [xxxx xxxx] (located on the following page) CENTRUS
ENERGY CORP. 6901 ROCKLEDGE DRIVE SUITE 800 BETHESDA, MD, 20817 You are receiving this communication because you hold shares
in the above-named company. This is not a ballot. You cannot use this notice to vote these shares. This communication presents
only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials
online at www.proxyvote.com or easily request a paper copy (see reverse side). We encourage you to access and review all
of the important information contained in the proxy materials before voting.
Before
You Vote How to Access the Proxy Materials Proxy
Materials Available to VIEW or RECEIVE: Notice & Proxy Statement 2. Annual Report How to View Online: Have the
information that is printed in the box marked by the arrow following page) and visit: www.proxyvote.com. How to Request
and Receive a PAPER or E-MAIL Copy: If you want to receive a paper or e-mail copy of these documents, you must request one.
There is NO charge for requesting a copy. Please choose one of the following methods to make your request: BY INTERNETwww.proxyvote.com
2) BY TELEPHONE1-800-579-1639 3) BY E-MAIL*:sendmaterial@proxyvote.com * If requesting materials by e-mail,
please send a blank e-mail with the information that is printed in the box marked by the arrow (located on the following page)
in the subject line. Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment
advisor. Please make the request as instructed above on or before June 03, 2020 to facilitate timely delivery How
To Vote Please Choose One of the Following Voting Methods Vote In Person:
Many stockholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued
by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At
the meeting, you will need to request a ballot to vote these shares. Vote By Internet: To vote now by Internet, go to www.proxyvote.com.
Have the information that is printed in the box marked by the arrow Vote By Mail: You can vote by mail by requesting
a paper copy of the materials, which will include a proxy card
1. Voting
items The Board of Directors recommends you vote FOR the following: Election of Directors Nominees 01) Mikel H. Williams
02) Michael Diament 03) W. Thomas Jagodinski 04) Patricia J. Jamieson 05) William J. Madia 06) Daniel B. Poneman 07) Neil S. Subin
08) Michael O'Shaughnessy 09) Tina W. Jonas The Board of Directors recommends you vote FOR proposals 2, 3 and 4. To approve
the Section 382 Rights Agreement, as amended. To hold an advisory vote to approve the Company's executive compensation. To ratify
the appointment of PricewaterhouseCoopers LLP as the Company's independent auditors for 2020. NOTE: This proxy may be voted
in the discretion of the proxy holders on any other matters that may properly come before the meeting or any postponement or any
adjournment thereof.