Form 8-K

8-K — Ocean Power Technologies, Inc.

Accession: 0001493152-26-030434

Filed: 2026-06-29

Period: 2026-06-29

CIK: 0001378140

SIC: 4911 (ELECTRIC SERVICES)

Item: Entry into a Material Definitive Agreement

Item: Material Modifications to Rights of Security Holders

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-3.1 (ex3-1.htm)

EX-4.1 (ex4-1.htm)

EX-99.1 (ex99-1.htm)

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8-K

8-K (Primary)

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported): June 29, 2026 (June 29, 2026)

OCEAN

POWER TECHNOLOGIES, INC.

(Exact

Name of Registrant as Specified in Its Charter)

Delaware

(State

or Other Jurisdiction of Incorporation)

001-33417

22-2535818

(Commission

(IRS Employer

File Number)

Identification No.)

Engelhard Drive, Suite B

Monroe

Township, New Jersey 08831

(Address

of Principal Executive Offices) (Zip Code)

(Registrant’s

Telephone Number, Including Area Code) (609) 730-0400

(Former

Name or Former Address, if Changed Since Last Report): Not Applicable

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under

any of the following provisions:

☐

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of Each Class

Trading

Symbol(s)

Name

of Each Exchange on Which Registered

Common

Stock, $0.001 par value

OPTT

NYSE

American

Preferred

Stock Purchase Rights

N/A

NYSE

American

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405)

or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

Emerging

Growth Company ☐

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

1.01. Entry into a Material Definitive Agreement.

The

information set forth under Item 3.03 below is incorporated by reference into this Item 1.01.

Item

3.03. Material Modification to Rights of Security Holders.

June 29, 2026, Ocean Power Technologies, Inc., a Delaware corporation (“OPT” or the “Company”),

entered into an Amended and Restated Section 382 Tax Benefits Preservation Plan (the “Amended and Restated Tax Benefits Preservation

Plan”), which amended and restated the Company’s Section 382 Tax Benefits Preservation Plan, dated as of June 29, 2023

(the “Original Plan”), by and between the Company and Computershare Trust Company, N.A., a federally chartered trust

company, as rights agent. The Amended and Restated Tax Benefits Preservation Plan was unanimously approved and adopted by the Company’s

Board of Directors (the “Board”). The Amended and Restated Tax Benefits Preservation Plan extends the final expiration

time of the Original Plan from the close of business on June 29, 2026 to the close of business on June 29, 2029. The Amended and Restated

Tax Benefits Preservation Plan also reflects various updates to reflect changes since the adoption of the Original Plan.

The

Company has generated, and expects to continue to generate, net operating losses (“NOLs”) and certain other tax attributes

(collectively, the “Tax Benefits”) that have the potential to reduce its future federal income tax obligations to

the extent that the Company generates taxable income in the future. As it did with the Original Plan, the Board adopted the Amended and

Restated Tax Benefits Preservation Plan to continue to diminish the risk that the Company’s ability to utilize its Tax Benefits

to reduce potential future federal income tax obligations may become substantially limited if the Company experiences an “ownership

change,” within the meaning of Section 382 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated

thereunder (“Section 382”). Under Section 382, an “ownership change” occurs if a stockholder or a group

of stockholders that is deemed to own at least 5% of the Common Stock increases their ownership (individually, or collectively with other

such “5-percent stockholders”) by more than 50 percentage points over the lowest percentage of the Common Stock owned by

such stockholders at any time during a rolling three-year period. While the Amended and Restated Tax Benefits Preservation Plan cannot

ultimately prevent an ownership change, it is intended to reduce the likelihood of such an event by deterring any person or group from

acquiring beneficial ownership of 4.99% or more of the Company’s outstanding Common Stock, par value $0.001 per share (the “Common

Stock”), without the approval of the Board. As more fully discussed below, a person who acquires, without the approval of the

Board, beneficial ownership (other than pursuant to a stock split, reverse stock split, stock dividend, reclassification, or similar

transaction effected by the Company, or certain inadvertent actions by stockholders) of 4.99% or more of the outstanding Common Stock

(including any ownership interest held by that person’s Affiliates and Associates (as defined under the Amended and Restated Tax

Benefits Preservation Plan)) could be subject to significant dilution.

The

following is a summary description of the material terms and conditions of the Amended and Restated Tax Benefits Preservation Plan and

the preferred share purchase rights governed thereby (the “Rights”). This summary is intended to provide a general

description only, does not purport to be complete, and is qualified in its entirety by reference to the complete text of the Amended

and Restated Tax Benefits Preservation Plan, a copy of which is attached to this Current Report on Form 8-K as Exhibit 4.1 and is incorporated

herein by reference. Copies of the Original Plan can be obtained by accessing the Company’s Annual Report on Form 10-K for the

fiscal year ended April 30, 2025 where it is filed as Exhibit 4.4 thereto. All capitalized terms used but not defined herein shall have

the meanings ascribed to such terms in the Amended and Restated Tax Benefits Preservation Plan.

The

Rights. Pursuant to the Original Plan, on June 29, 2023, the Board authorized the issuance of one Right per each outstanding share

of the Common Stock distributable to the Company’s stockholders of record as of the close of business on July 11, 2023 (the “Record

Date”). One Right will also be issued together with each share of the Common Stock issued after the Record Date, but before

the Distribution Time (as defined below) (or the earlier redemption or expiration of the Rights) and, in certain circumstances, after

the Distribution Time.

Subject

to the terms, provisions, and conditions of the Amended and Restated Tax Benefits Preservation Plan, if the Rights become exercisable,

each Right would initially represent the right to purchase from the Company one one-thousandth of a share (a “Unit”)

of the Company’s Series A Participating Preferred Stock, par value $0.001 per share (the “Series A Preferred Stock”),

for a purchase price of $2.25 per Unit, subject to adjustment (the “Purchase Price”). In the Original Plan,

the Purchase Price was $4 per Unit. Prior to exercise, a Right does not give its holder any rights as a stockholder of the Company, including,

without limitation, any dividend, voting, or liquidation rights.

Preferred

Stock Provisions. Subject to adjustment in certain instances, each Unit of Series A Preferred Stock, if issued, (i) would give the

holder approximately the same dividend, voting, and liquidation rights as does one share of Common Stock, and should approximate the

value of one share of Common Stock, (ii) would not be redeemable, (iii) would entitle holders to dividends equal to the dividends, if

any, paid on one share of Common Stock, (iv) would entitle holders upon liquidation either to receive $1.00 or an amount equal to the

payment made on one share of Common Stock, whichever is greater, (v) except as otherwise provided by the Company’s Certificate

of Incorporation or its Amended and Restated Bylaws, and except as required by law, would vote together with the shares of Common Stocks

as one class on all matters submitted to a vote of the Company’s stockholders and would have the same voting power as one share

of the Common Stock, and (vi) would entitle holders to a per share payment equal to the payment made on one share of the Common Stock,

if shares of Common Stock are exchanged via merger, consolidation, or a similar transaction. The terms of the Series A Participating

Preferred Stock are set forth in an Amended and Restated Series A Certificate of Designations that is being filed by the Company with

the Secretary of State of the State of Delaware (the “Amended and Restated Series A Certificate of Designations”).

A copy of the Amended and Restated Series A Certificate of Designations is filed as Exhibit 3.1 to this Current Report on Form 8-K and

is incorporated herein by reference.

Acquiring

Person. Under the Amended and Restated Tax Benefits Preservation Plan, an “Acquiring Person” is any person, other than

certain exempted persons and holders of 4.99% or more of the outstanding Common Stock immediately prior to the first public announcement

by the Company of the adoption of the Original Plan, who or which, together with all Affiliates and Associates of such person, is or

becomes the beneficial owner of 4.99% or more of the shares of Common Stock outstanding, subject to various exceptions and provided that

no person shall become an “Acquiring Person” as a result of repurchases of stock, dividends, or distributions by the Company,

or certain inadvertent actions by stockholders.

Beneficial

Ownership. Subject to the specific definition of “beneficial ownership” included in the Amended and Restated Tax Benefits

Preservation Plan and the various exceptions to such definition that are provided therein, beneficial ownership generally includes any

of the Company’s securities which such person would otherwise be deemed to actually or constructively own for purposes of Section

382. Accordingly, a person will be treated as the beneficial owner of 4.99% or more shares of the Common Stock if, in the determination

of the Board, that person (individually, or together with other persons) would be treated as a “5-percent stockholder” for

purposes of Section 382 (substituting “4.99” for “5” each time “five” or “5” is used

in or for purposes of Section 382). In addition, the Amended and Restated Tax Benefits Preservation Plan provides that, notwithstanding

anything to the contrary contained therein, no person shall be deemed the beneficial owner of, or to beneficially own, any securities

of the Company for purposes of the Amended and Restated Tax Benefits Preservation Plan if (i) such securities would not be deemed constructively

or otherwise owned by, or otherwise aggregated with shares owned by, such person, and (ii) such securities would not be deemed constructively

or otherwise owned by a single “entity,” in each case, for purposes of Section 382.

Existing

Holders. The Amended and Restated Tax Benefits Preservation Plan also provides that any person who beneficially owned 4.99% or more

of the Common Stock immediately prior to the first public announcement by the Company of the adoption of the Original Plan (each an “Existing

Holder”), shall not be deemed to be an “Acquiring Person” for purposes of the Amended and Restated Tax Benefits

Preservation Plan. However, a person ceases to be an Existing Holder if and when (i) such person, together with all Affiliates and Associates

of such person, becomes the Beneficial Owner of less than 4.99% of the shares of Common Stock then outstanding, or (ii) such Person,

together with all Affiliates and Associates of such person, becomes the beneficial owner of additional Common Stock after the first public

announcement by the Company of the adoption of the Original Plan (other than pursuant to a dividend or distribution paid or made by the

Company on the outstanding Common Stock, pursuant to a split, reclassification, or subdivision of the outstanding Common Stock or pursuant

to the acquisition of beneficial ownership of Common Stock upon the vesting or exercise of any options, warrants or other rights, or

upon the initial grant or vesting of restricted stock, granted or issued by the Company to its directors, officers, and employees, pursuant

to a compensation or benefits plan or arrangement adopted by the Board). To the best knowledge of the Company, there are no holders of

the Common Stock that, as of the date hereof, qualify as Existing Holders.

Exempt

Persons and Transactions. The Amended and Restated Tax Benefits Preservation Plan permits the Board to determine, in its sole and

absolute discretion, that a person be exempted from the Amended and Restated Tax Benefits Preservation Plan (an “Exempt Person”)

and be permitted to become the beneficial owner of up to a number of shares of Common Stock, or a percentage of the shares of Common

Stock outstanding, as such amount or percentage, as the case may be, is determined by the Board in its sole and absolute discretion (such

amount or percentage, the “Exempted Amount”), and that such person should be exempted from being an Acquiring Person,

so long as such determination is made prior to such time as such Person becomes an Acquiring Person, unless and until such person acquires

beneficial ownership of shares of Common Stock of the Company in excess of the Exempted Amount (other than pursuant to a stock split,

reverse stock split, stock dividend, reclassification, or similar transaction effected by the Company) in which case such person shall

become an Acquiring Person. The Board may make such exemption subject to such terms and conditions, if any, which the Board may determine

in its sole and absolute discretion. Any person will cease to be an Exempt Person if the Board, in its sole and absolute discretion,

makes a determination that such person’s beneficial ownership would, notwithstanding any prior determination to the contrary, jeopardize

or endanger the value or availability to the Company of the Tax Benefits or be contrary to the best interests of the Company. Any person,

together with all Affiliates and Associates of such person, who proposes to acquire 4.99% or more of the outstanding Common Stock may

also apply to the Board in advance for an exemption in accordance with and pursuant to the terms of the Amended and Restated Tax Benefits

Preservation Plan.

Initial

Exercisability. Initially, the Rights are not exercisable, certificates will not be sent to stockholders, and the Rights will automatically

trade with the Common Stock. Subject to the terms, provisions, and conditions of the Amended and Restated Tax Benefits Preservation Plan,

the Rights do not become exercisable until the close of business on the earlier to occur of:

●

the tenth (10th)

calendar day (or if such tenth (10th) calendar occurs before the Record Date, then the close of business on the Record Date)

after the earliest of the date of (i) the public announcement by the Company or an Acquiring Person indicating that an Acquiring Person

has become an Acquiring Person (which, for purposes of this definition, shall include, without limitation, the filing of a report or

an amendment thereto with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to the Securities Exchange

Act of 1934, as amended (the “Exchange Act”), or pursuant to a comparable successor statute), (ii) the public disclosure

of facts by the Company or an Acquiring Person that reveals the existence of an Acquiring Person or indicating that an Acquiring Person

has become an Acquiring Person, and (iii) the Board becoming aware of the existence of an Acquiring Person (the “Stock Acquisition

Date”); provided that, if such Person is determined by the Board, in its sole and absolute discretion, not to be or

have become an Acquiring Person, then no Stock Acquisition Date shall be deemed to have occurred; and

●

the tenth (10th)

calendar day (or if such tenth (10th) calendar occurs before the Record Date, then the close of business on the Record Date)

after the date of the commencement (within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act)

by any Person (other than certain exempted persons) of, or first public announcement of the intent of any Person (other than certain

exempted persons) to commence, a tender or exchange offer, upon the successful consummation of which any person (other than certain

exempted persons) would become an Acquiring Person.

The

earlier of these times is referred to as the “Distribution Time.” Until the Distribution Time (or the earlier redemption,

exchange, termination, or expiration of the Rights), Common Stock certificates or the ownership statements issued with respect to uncertificated

shares of Common Stock will also evidence the associated Rights. Until the Distribution Time (or the earlier redemption or expiration

of the Rights), the surrender for transfer of any shares of Common Stock will also constitute the transfer of the associated Rights.

After the Distribution Time, separate rights certificates will be issued and the Rights may be transferred other than in connection with

the transfer of the underlying shares of Common Stock unless and until the Board has determined to effect an exchange pursuant to the

Amended and Restated Tax Benefits Preservation Plan (as described below).

Effect

of a Triggering Event. In the event that a person becomes an Acquiring Person and a Distribution Time occurs, then, from and after

the time that the Rights are no longer redeemable by the Company, each holder of a Right, other than Rights that are or, under certain

circumstances, were beneficially owned by the Acquiring Person or any of its Affiliates or Associates (which will thereupon become void

and nontransferable), will thereafter have the right to receive upon exercise of a Right and payment of the Purchase Price, and subject

to the terms, provisions, and conditions of the Amended and Restated Tax Benefits Preservation Plan, a number of shares of the Common

Stock having a market value (as determined immediately prior to such triggering event whether or not such Right was then exercisable)

equal to two times the Purchase Price. After such an event, to the extent that insufficient shares of Common Stock are available for

the exercise in full of the Rights, holders of Rights will receive upon exercise a number of shares of Common Stock to the extent available

and then Units or other securities of the Company, other assets, cash, or any combination of the foregoing, in proportions determined

by the Company, such that the aggregate value received is equal to two times the Purchase Price.

Expiration.

The Rights and the Amended and Restated Tax Benefits Preservation Plan will expire upon the earlier to occur of (i) the close of business

on June 29, 2029 (the “Final Expiration Time”), (ii) the time at which all of the Rights are redeemed, (iii) the time

at which the Rights are exchanged, (iv) the effective time of the repeal of Section 382 (but excluding the repeal or withdrawal of any

Treasury Regulations thereunder), or any other change, if the Board determines, in its sole and absolute discretion, that the Amended

and Restated Tax Benefits Preservation Plan is no longer necessary or desirable for the preservation of Tax Benefits, (v) the close of

business on the date set by the Board following a determination by the Board, in its sole and absolute discretion, that the Amended and

Restated Tax Benefits Preservation Plan is no longer necessary or desirable to preserve the Tax Benefits, (vi) the close of business

on the first day of a taxable year of the Company to which the Board determines, in its sole and absolute discretion, that no Tax Benefits

may be carried forward, and (vii) the close of business on the date set by the Board following a determination by the Board, in its sole

and absolute discretion, prior to the time any Person becomes an Acquiring Person, that the Amended and Restated Tax Benefits Preservation

Plan and the Rights are no longer in the best interests of the Company and its stockholders (the earliest of (i), (ii), (iii), (iv),

(v), (vi), and (vii) being herein referred to as the “Expiration Time”).

Exchange.

The Board may, at its option and in its sole discretion, at any time after the Distribution Time and prior to the Expiration Time, cause

the Company to exchange all or part of the outstanding Rights (other than those Rights that have become null and void pursuant to the

terms of the Amended and Restated Tax Benefits Preservation Plan, including those beneficially held by an Acquiring Person or any of

its Affiliates or Associates) for shares of Common Stock at an exchange rate of one share of Common Stock for each Right (subject to

adjustment). Notwithstanding the foregoing, the Board shall not be empowered to effect an exchange at any time after any Person (other

than any Person deemed an “Exempt Person” pursuant to the Amended and Restated Tax Benefits Preservation Plan), together

with its Affiliates and Associates (as defined in the Amended and Restated Tax Benefits Preservation Plan), shall have become the Beneficial

Owner of 50% or more of the issued and outstanding shares of Common Stock then outstanding. The exchange of the Rights by the Board may

be made effective at such time, on such a basis, and subject to such conditions as the Board in its sole and absolute discretion may

establish. Immediately upon the action of the Board authorizing the exchange of the Rights, the right to exercise the Rights will terminate,

and the only right of the holders of Rights will be to receive Common Stock or other consideration issuable in connection with the exchange.

Redemption.

Subject to the provisions of the Amended and Restated Tax Benefits Preservation Plan, at any time prior to the earlier of (i) the close

of business on the tenth (10th) calendar day after the Stock Acquisition Date (or, if the tenth (10th) calendar

day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), and (ii) the Final Expiration

Time, the Board may, at its option and in its sole discretion, cause the Company to redeem the Rights in whole, but not in part, at a

price of $0.001 per Right (the total amount paid to any holder of Rights to be rounded up to the nearest $0.01), payable in cash, Common

Stock, or other form of consideration, as determined by the Board, in the exercise of its sole and absolute discretion. The redemption

of the Rights may be made effective at such time, on such a basis, and subject to such conditions as the Board, in its sole and absolute

discretion, may establish.

Anti-Dilution

Provisions. The Board may, from time to time, adjust the Purchase Price, the number of Units issuable, the number of outstanding

Rights, and the number of shares of Common Stock or other securities or property issuable upon exercise of the Rights to prevent the

dilution that may occur as a result of certain events.

Amendments.

The Company may, from time to time, in its sole discretion, supplement or amend any provision of the Amended and Restated Tax Benefits

Preservation Plan in any manner without the approval of any holders of the Rights or shares of Common Stock in order to cure ambiguities,

to correct or supplement any provision of the Amended and Restated Tax Benefits Preservation Plan that may be defective or inconsistent

with any other provisions therein, to make any change to or delete any provision thereof, or to otherwise change or supplement the Amended

and Restated Tax Benefits Preservation Plan in any manner that the Company may deem necessary or desirable; provided that from and after

the close of business on the tenth (10th) calendar day following the Stock Acquisition Date (or, if the tenth (10th)

calendar day following the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), the Amended

and Restated Tax Benefits Preservation Plan may not be amended or supplemented in any manner which would adversely affect the interests

of the holders of Rights (other than an Acquiring Person and its Affiliates and Associates and the transferees of the foregoing).

Item

5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

connection with the adoption of the Amended and Restated Tax Benefits Preservation Plan described in Item 1.01 above, on June 29, 2026,

the Board approved and adopted an Amended and Restated Series A Certificate of Designations to amend and restate the terms of the Series

A Participating Preferred Stock, including, primarily to increase the number of shares of Series A Participating Preferred Stock designated

therein from 100,000 shares to 700,000 shares. The Company intends to file the Amended and Restated Series A Certificate of Designations

with the Secretary of State of the State of Delaware on June 29, 2026. A copy of the Amended and Restated Series A Certificate of Designations

is attached to this Current Report on Form 8-K as Exhibit 3.1 and is incorporated herein by reference.

Item

8.01. Other Events.

June 29, 2026, the Company issued a press release announcing that its Board had unanimously approved and adopted the Amended and Restated

Tax Benefits Preservation Plan, a copy of which is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein

by reference.

Item

9.01. Financial Statements and Exhibits.

(d)

Exhibits

Exhibit

Description

3.1

Amended and Restated Certificate of Designations of Series A Participating Preferred Stock of Ocean Power Technologies, Inc. (filed herewith).

4.1

Amended and Restated Section 382 Tax Benefits Preservation Plan, dated as of June 29, 2026, by and between Ocean Power Technologies, Inc. and Computershare Trust Company, N.A., as Rights Agent (filed herewith).

99.1

Press Release issued by Ocean Power Technologies, Inc. on June 29, 2026 (filed herewith).

104

Cover

page formatted as Inline XBRL and contained in Exhibit 101.

SIGNATURE

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

OCEAN

POWER TECHNOLOGIES, INC.

(Registrant)

Date:

June 29, 2026

By:

/s/

Philipp Stratmann

Name:

Philipp Stratmann

Title:

President and Chief

Executive Officer

EX-3.1

Filename: ex3-1.htm · Sequence: 2

EXHIBIT

3.1

AMENDED

AND RESTATED CERTIFICATE OF DESIGNATIONS

SERIES A PARTICIPATING PREFERRED STOCK

OCEAN POWER TECHNOLOGIES, INC.

Pursuant

to Section 151 of the Delaware General Corporation Law

Ocean

Power Technologies, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law

of the State of the Delaware, as amended (the “DGCL”), hereby certifies:

That

pursuant to the authority vested in the Board of Directors of the Corporation (the “Board”) in accordance with Article

FOURTH of the Certificate of Incorporation of the Corporation (as heretofore amended, the “Certificate of Incorporation”),

the Board, on June 29, 2023, adopted a resolution authorizing the creation of a series of 100,000 shares of Preferred Stock designated

as “Series A Participating Preferred Stock” and the Certificate of Designations for the Series A Participating Preferred

Stock was filed with the Secretary of State of Delaware on June 30, 2023 (the “Series A Certificate”);

That

no shares of Series A Participating Preferred Stock have been issued; and

That

pursuant to the authority conferred upon the Board by the Certificate of Incorporation, on June 29, 2026, the Board adopted the following

resolution for purposes of amending and restating the Series A Certificate:

RESOLVED,

that pursuant to the authority vested in the Board of the Corporation in accordance with the provisions of the Certificate of Incorporation,

as amended, the Certificate of Designations, filed with the Secretary of State of Delaware on June 30, 2023, which created a series of

Preferred Stock, par value $0.001 per share, of the Corporation designated as “Series A Participating Preferred Stock” (such

Certificate of Designations, the “Series A Certificate”), be and hereby is amended and restated in its entirety as

set forth herein, and the terms of the Series A Participating Preferred Stock be and hereby are amended and restated in their entirety

such that the powers, designations, number of shares, preferences, and the relative participating, optional, and other special rights,

and the qualifications, limitations, and restrictions of the Series A Participating Preferred Stock are as follows:

1. Designation

and Amount. The shares of such series shall be designated as “Series A Junior Participating Preferred Stock” (the “Series

A Preferred Stock”). The Series A Preferred Stock shall have a par value of $0.001 per share and the number of shares constituting

the Series A Preferred Stock shall be 700,000. Such number of shares may be increased or decreased by resolution of the Board of Directors

prior to issuance; provided, that no decrease shall reduce the number of shares of the Series A Preferred Stock to a number less

than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options,

rights, or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into the Series A Preferred

Stock; provided, further, that if more than a total of 700,000 shares of Series A Preferred Stock shall be issuable upon the exercise

of Rights (the “Rights”) issued pursuant to the Section 382 Tax Benefits Preservation Plan, dated as of June 29, 2023,

as amended and restated as of June 29, 2026, by and between the Corporation and Computershare Trust Company, N.A., a federally chartered

trust company, as Rights Agent, the Board of Directors of the Corporation, pursuant to Section 151(g) of the DGCL, shall direct by resolution

or resolutions that a certificate be properly executed, acknowledged, filed, and recorded, in accordance with the provisions of Section

103 of the DGCL, 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 of Incorporation then permits) to the largest number of whole shares (rounded up to the nearest whole number)

issuable upon exercise of such Rights.

2. Dividends

and Distributions.

(a) Subject

to the rights of the holders of any shares of any series of Preferred Stock of the Corporation (the “Preferred Stock”)

(or any similar stock) ranking prior and superior to the shares of Series A Preferred Stock with respect to dividends, the holders of

shares of the Series A Preferred Stock, in preference to the holders of common stock, par value $0.001 per share, of the Corporation

(the “Common Stock”) and of any other stock of the Corporation ranking junior to the Series A Preferred Stock, shall

be entitled to receive, when, as and if declared by the Board of Directors out of funds of the Corporation legally available for the

payment of dividends, quarterly dividends payable in cash on the last day of July, October, January, and April in each fiscal year of

the Corporation, or such other dates as the Board of Directors shall approve (each such date being referred to as a “Quarterly

Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction

of a share of Series A Preferred Stock, in an amount (if any) per share (rounded to the nearest cent), subject to the provision for adjustment

hereinafter set forth, equal to 1,000 times the aggregate per share amount of all cash dividends, and 1,000 times the aggregate per share

amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock or

a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately

preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of

any share or fraction of a share of Series A Preferred Stock. In the event that the Corporation at any time after June 29, 2023 (the

“Rights Dividend Declaration Date”) (A) declares and pays any dividend on the Common Stock payable in the form of

shares of Common Stock, (B) subdivides the outstanding Common Stock, or (C) combines or consolidates the outstanding Common Stock into

a smaller number of shares, then in each such case the amount to which holders of shares of Series A Preferred Stock were entitled immediately

prior to such event under clause (ii) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator

of which will be the total number of shares of Common Stock outstanding immediately after the occurrence of such event and the denominator

of which will be the total number of shares of Common Stock that were outstanding immediately prior to the occurrence of such event.

(b) The

Corporation will declare a dividend or distribution on the Series A Preferred Stock as provided in Section 2(a) immediately after

it declares a dividend or distribution on the Common Stock (other than a dividend payable in shares of Common Stock), except that if

no dividend or distribution has been declared on the Common Stock during the period between any Quarterly Dividend Payment Date and the

next subsequent Quarterly Dividend Payment Date, then a dividend of $1.00 per share on the Series A Preferred Stock will nevertheless

be payable on such subsequent Quarterly Dividend Payment Date (it being understood that the actual payment of such dividend may be deferred

if prohibited under any of the Corporation’s debt instruments).

will begin to accrue and be cumulative on outstanding shares of Series A Preferred Stock from the Quarterly Dividend Payment Date next

preceding the date of issue of such shares of Series A Preferred Stock, unless the date of issue of such shares is prior to the record

date for the first Quarterly Dividend Payment Date, in which case dividends on such shares will begin to accrue from the date of issue

of such shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a date after the record date for the determination

of holders of shares of Series A Preferred Stock entitled to receive a quarterly dividend and before such Quarterly Dividend Payment

Date, in either of which events such dividends will begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued

but unpaid dividends will 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 will be allocated pro rata on a share-by-share basis among all

such shares at the time outstanding. The Board may fix a record date for the determination of holders of shares of Series A Preferred

Stock entitled to receive payment of a dividend or distribution declared thereon, which record date will be no more than sixty (60) days

prior to the date fixed for the payment thereof.

3. Voting

Rights. The holders of shares of Series A Preferred Stock shall have the following voting rights:

(a) Subject

to the provision for adjustment hereinafter set forth, each share of Series A Preferred Stock will entitle the holder thereof to 1,000

votes on all matters submitted to a vote of the stockholders of the Corporation. If the Corporation at any time after the Rights Dividend

Declaration Date (i) declares any dividend on the Common Stock payable in shares of Common Stock, (ii) subdivides the outstanding Common

Stock, or (iii) combines or consolidates the outstanding Common Stock into a smaller number of shares, then in each such case the number

of votes per share to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event will be adjusted

by multiplying such number by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after

such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

(b) Except

as otherwise provided in this Certificate of Designations, in any other Certificate of Designations creating a series of Preferred Stock

or any similar stock, in the Certificate of Incorporation, or the Amended and Restated Bylaws of the Corporation, and except as required

by law, the holders of shares of Series A Preferred Stock and the holders of shares of Common Stock and any other capital stock of the

Corporation having general voting rights shall vote together as one class on all matters submitted to a vote of stockholders of the Corporation.

as set forth in this Certificate of Designations, or as required by law, the holders of Series A Preferred Stock shall have no special

voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as

set forth herein) for taking any corporate action.

4. Certain

Restrictions.

(a) The

Corporation will not declare any dividend on, make any distribution on, or redeem or purchase or otherwise acquire for consideration

any shares of Common Stock after the first issuance of a share or fraction of a share of Series A Preferred Stock unless concurrently

therewith it will declare a dividend on the Series A Preferred Stock as required by Section 2.

(b) Whenever

quarterly dividends or other dividends or distributions payable on the Series A Preferred Stock as provided in Section 2 hereof

are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Series

A Preferred Stock outstanding shall have been paid in full, the Corporation shall not:

(i) declare

or pay dividends, or make any other distributions, on any shares of stock ranking junior (either as to dividends or upon liquidation,

dissolution, or winding up) to the Series A Preferred Stock;

(ii) declare

or pay dividends, or make any other distributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation,

dissolution, or winding up) with the Series A Preferred Stock, except dividends paid ratably on the Series A Preferred Stock and all

such parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares

are then entitled;

(iii) redeem

or purchase or otherwise acquire for consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution,

or winding up) to the Series A Preferred Stock, provided that, the Corporation may at any time redeem, purchase, or otherwise

acquire shares of any such junior stock in exchange for shares of any stock of the Corporation ranking junior (either as to dividends

or upon dissolution, liquidation, or winding up) to the Series A Preferred Stock or rights, warrants, or options to acquire such junior

stock; or

(iv) redeem

or purchase or otherwise acquire for consideration any shares of Series A Preferred Stock, or any shares of stock ranking on a parity

(either as to dividends or upon liquidation, dissolution, or winding up) with the Series A Preferred Stock, except in accordance with

a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such shares upon such

terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences

of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective

series or classes.

Corporation will not permit any subsidiary of the Corporation to purchase or otherwise acquire for consideration any shares of stock

of the Corporation unless the Corporation could, pursuant to Section 4, purchase or otherwise acquire such shares at such time

and in such manner.

5. Reacquired

Shares of Preferred Stock. Any shares of Series A Preferred Stock purchased or otherwise acquired by the Corporation in any manner

whatsoever shall be retired and cancelled promptly after the acquisition thereof. All such shares shall upon their cancellation become

authorized but unissued shares of Preferred Stock and may be reissued, without designation as to series until such shares are once more

designated as part of a particular series of Preferred Stock by resolution or resolutions of the Board of Directors, subject to the conditions

and restrictions on issuance set forth herein, in the Certificate of Incorporation, or in any other Certificate of Designations creating

a series of Preferred Stock or any similar stock or as otherwise required by law.

6. Liquidation,

Dissolution, or Winding Up.

(a) Upon

any liquidation, dissolution, or winding up of the Corporation, voluntary or otherwise, no distribution will be made to the holders of

shares of stock ranking junior (either as to dividends or upon liquidation, dissolution, or winding up) to the Series A Preferred Stock

unless, prior thereto, the holders of shares of Series A Preferred Stock will have received an amount per share (the “Series

A Liquidation Preference”) equal to the greater of (i) $1.00 plus an amount equal to accrued and unpaid dividends and distributions

thereon, whether or not declared, to the date of such payment, or (ii) the Adjustment Number multiplied by the per share amount of all

cash and other property to be distributed in respect of the Common Stock upon such liquidation, dissolution, or winding up of the Corporation.

The “Adjustment Number” will initially be 1,000. If the Corporation at any time after the Rights Dividend Declaration

Date (A) declares and pays any dividend on the Common Stock payable in the form of shares of Common Stock, (B) subdivides the outstanding

Common Stock, or (C) combines or consolidates the outstanding Common Stock into a smaller number of shares, then in each such case the

Adjustment Number in effect immediately prior to such event will be adjusted by multiplying such Adjustment Number by a fraction the

numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the

number of shares of Common Stock that were outstanding immediately prior to such event.

(b) If

there are not sufficient assets available to permit payment in full of the Series A Liquidation Preference and the liquidation preferences

of all other classes and series of Preferred Stock, if any, that rank on a parity with the Series A Preferred Stock, then the assets

available for distribution will be distributed ratably to the holders of the Series A Preferred Stock and such parity shares in proportion

to their respective liquidation preferences.

of the merger, consolidation, or other business combination of the Corporation into or with another entity or the merger, consolidation,

or other business combination of any other entity into or with the Corporation (nor the sale, lease, exchange, or conveyance of all or

substantially all of the property, assets, or business of the Corporation) shall be deemed to be a liquidation, dissolution, or winding

up of the Corporation within the meaning of this Section 6.

7. Consolidation,

Merger, etc. If the Corporation enters into any consolidation, merger, combination, conversion, share exchange, or other transaction

in which the shares of Common Stock are exchanged for or changed into other stock, securities, cash, or any other property (payable in

kind), then in any such case the shares of Series A Preferred Stock will at the same time be similarly exchanged or changed in an amount

per share (subject to the provision for adjustment hereinafter set forth) equal to the Adjustment Number multiplied by the aggregate

amount of stock, securities, cash, and/or any other property (payable in kind), as the case may be, into which or for which each share

of Common Stock is changed or exchanged.

8. No

Redemption. The shares of Series A Preferred Stock shall not be redeemable from any holder.

9. Rank.

The Series A Preferred Stock shall rank, with respect to the payment of dividends and the distribution of assets upon liquidation, dissolution,

or winding up of the Corporation, junior to all series of any other class of the Preferred Stock issued either before or after the issuance

of the Series A Preferred Stock, unless the terms of any such series shall provide otherwise, and shall rank senior to the Common Stock

as to such matters.

10. Amendment.

At such time as any shares of Series A Preferred Stock are outstanding, if any proposed amendment to the Certificate of Incorporation

(including this Amended and Restated Certificate of Designations), including pursuant to a merger or consolidation, would materially

alter, change, or repeal any of the preferences, powers, or special rights given to the Series A Preferred Stock so as to affect the

Series A Preferred Stock adversely, then the holders of the Series A Preferred Stock shall be entitled to vote separately as a class

upon such amendment, and the affirmative vote of at least two-thirds of the outstanding shares of the Series A Preferred Stock, voting

separately as a single class, shall be necessary for the adoption thereof, in addition to such other vote as may be required by the DGCL.

11. Fractional

Shares. Series A Preferred Stock may be issued in fractions of a share that shall entitle the holder, in proportion to such holder’s

fractional shares, to exercise voting rights, receive dividends, participate in distributions, and to have the benefit of all other rights

of holders of Series A Preferred Stock.

WITNESS WHEREOF, the undersigned have signed and attested this Amended and Restated Certificate of Designations on the 29th day of June

2026.

OCEAN

POWER TECHNOLOGIES, INC.

By:

/s/

Philipp Stratmann

Name:

Philipp

Stratmann

Title:

Chief

Executive Officer

Attest:

/s/

Tracy D. Pagliara

Tracy

D. Pagliara, Secretary

EX-4.1

Filename: ex4-1.htm · Sequence: 3

EXHIBIT

4.1

AMENDED

AND RESTATED

SECTION

382 TAX BENEFITS PRESERVATION PLAN

and between

OCEAN

POWER TECHNOLOGIES, INC.

and

COMPUTERSHARE

TRUST COMPANY, N.A.,

as Rights Agent

Dated

as of June 29, 2026

TABLE

OF CONTENTS

Page

Section

Definitions

Section

Appointment

of Rights Agent

Section

Issuance

of Rights Certificates.

Section

Form

of Rights Certificates; Notice to Rights Agent as to Acquiring Person.

Section

Countersignature

and Registration.

Section

Transfer,

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

Section

Exercise

of Rights; Purchase Price; Expiration Time of Rights.

Section

Cancellation

and Destruction of Rights Certificates

Section

Reservation

and Availability of Shares of Preferred Stock.

Section

10.

Securities

Issuable Upon Exercise

Section

11.

Adjustments

to Number and Kind of Securities or Other Property, Number of Rights or Purchase Price

Section

12.

Certification

of Adjustments

Section

13.

Fractional

Rights and Fractional Shares.

Section

14.

Rights

of Action

Section

15.

Agreement

of Right Holders

Section

16.

Rights

Certificate Holder Not Deemed a Stockholder

Section

17.

Concerning

the Rights Agent.

Section

18.

Merger

or Consolidation or Change of Name of Rights Agent.

Section

19.

Duties

of Rights Agent

Section

20.

Change

of Rights Agent

Section

21.

Issuance

of New Rights Certificates

Section

22.

Redemption.

Section

23.

Exchange.

Section

24.

Notice

of Proposed Actions.

Section

25.

Notices

Section

26.

Supplements

and Amendments

-i-

TABLE

OF CONTENTS

(continued)

Page

Section

27.

Exemption

Requests

Section

28.

Successors

Section

29.

Benefits

of this Agreement

Section

30.

Severability

Section

31.

Governing

Law; Exclusive Jurisdiction; Waiver of Jury Trial.

Section

32.

Counterparts

Section

33.

Interpretation

Section

34.

Determination

and Actions by the Board, etc

Section

35.

Force

Majeure

Section

36.

Further

Assurances

Section

37.

USA

Patriot Act

Section

38.

Prior

Agreement

Exhibit A – Form of Amended and Restated Certificate of Designations of Series A Participating Preferred Stock

Exhibit

B – Form of Rights Certificate

Exhibit

C – Form of Summary of Rights

-ii-

AMENDED

AND RESTATED SECTION 382 TAX BENEFITS PRESERVATION PLAN

This

AMENDED AND RESTATED SECTION 382 TAX BENEFITS PRESERVATION PLAN, dated as of June 29, 2026 (as the same may be amended, supplemented,

or otherwise modified from time to time, this “Agreement”), between Ocean Power Technologies, Inc., a Delaware corporation

(the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company, as rights agent (the

“Rights Agent”) amends and restates that certain Section 382 Tax Benefits Preservation Plan, dated as of June 29,

2023 (the “Original Agreement”) between the Company and the Rights Agent.

RECITALS:

WHEREAS,

the Company and certain of its Subsidiaries (as hereinafter defined) have generated, and expects to continue to generate, certain Tax

Benefits (as hereinafter defined) for United States federal income tax purposes which the Company views as valuable assets of the Company;

WHEREAS,

if the Company experiences an “ownership change,” within the meaning of Section 382 (as hereinafter defined), and the Treasury

Regulations (as hereinafter defined) promulgated thereunder, its ability to utilize such Tax Benefits could be substantially limited

or lost altogether;

WHEREAS,

the Company desires to avoid an “ownership change” and, thereby, preserve its ability to utilize such Tax Benefits;

WHEREAS,

the Company believes that it is in the best interests of the Company and its stockholders that the Company provide for the protection

and preservation of the Tax Benefits that it has generated and expects to continue to generate;

WHEREAS,

to protect and preserve its Tax Benefits, the Company and the Rights Agent entered into the Original Agreement;

WHEREAS,

in connection with the approval and adoption of the Original Agreement, the Board of Directors of the Company (the “Board”)

(i) authorized and declared a dividend distribution of one preferred stock purchase right (each, a “Right” and collectively,

the “Rights”) for each share of the Common Stock (as hereinafter defined) of the Company outstanding as of the Close

of Business (as defined herein) on July 11, 2023 (the “Record Date”), each Right initially representing the right

to purchase, upon the terms and subject to the conditions set forth in the Original Agreement, one one-thousandth (subject to adjustment)

of a share of Preferred Stock (as defined below) of the Company (each one one-thousandth of a share of Preferred Stock, a “Unit”),

and (ii) further authorized and directed the issuance, upon the terms and subject to the conditions set forth in the Original Agreement,

of one Right (subject to adjustment) with respect to each share of Common Stock that shall become outstanding between the Record Date

and the earlier of the Distribution Time and the Expiration Time (each as defined herein) (or thereafter in accordance with Section

21); provided, however, that Rights may be issued with respect to shares of Common Stock that shall become outstanding

after the Distribution Time and prior to the Expiration Time in accordance with Section 21;

WHEREAS,

the Board deems it advisable and in the best interests of the Company and its stockholders to amend and restate the Original Agreement,

including, but not limited to, for the purpose of extending the term thereof;

WHEREAS,

no Person has become an Acquiring Person (as hereinafter defined) pursuant to the Original Agreement; and

WHEREAS,

pursuant to Section 26 of the Original Agreement, the Board has authorized and approved the amendment and restatement of the Original

Agreement, and an appropriate officer of the Company has delivered a certificate to the Rights Agent in accordance with Section 26

of the Original Agreement.

NOW,

THEREFORE, in consideration of the premises and the mutual agreements herein set forth and intending to be legally bound hereby,

the parties hereby agree to amend and restate the Original Agreement in its entirety, as follows:

Section

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

(a)

“Acquiring Person” means any Person who or which, together with all Affiliates and Associates of such Person, is or

becomes the Beneficial Owner of 4.99% or more of the shares of Common Stock then outstanding, as calculated pursuant hereto, whether

or not such Person continues to be the Beneficial Owner of 4.99% or more of the shares of Common Stock, but shall not include:

(i)

any Exempt Person;

(ii)

any Existing Holder;

(iii)

any Person who becomes the Beneficial Owner of 4.99% or more of the shares of Common Stock then outstanding solely as a result of the

initial grant or vesting of any options, warrants, rights, or similar interests (including restricted shares and restricted stock units)

by the Company to its directors, officers, and employees pursuant to any employee benefit or stock ownership plan of the Company, or

the acquisition of shares of Common Stock upon the exercise or conversion of any such securities so granted;

(iv)

any Person who as the result of an acquisition of shares of Common Stock by the Company (or any Subsidiary of the Company, any employee

benefit plan of the Company or any Subsidiary of the Company, or any Person organized, appointed, or established by the Company for or

pursuant to the terms of any such plan) which, by reducing the number of shares of Common Stock outstanding, increases the proportionate

number of shares of Common Stock Beneficially Owned by such Person to 4.99% or more of the shares of Common Stock then outstanding; provided,

however, that, if a Person shall become the Beneficial Owner of 4.99% or more of the shares of Common Stock then outstanding by

reason of acquisition of shares by the Company (or any Subsidiary of the Company, any employee benefit plan of the Company or any Subsidiary

of the Company, or any Person organized, appointed, or established by the Company for or pursuant to the terms of any such plan) and

shall, after the first public announcement by the Company of such share acquisitions by the Company (or any Subsidiary of the Company,

any employee benefit plan of the Company or any Subsidiary of the Company, or any Person organized, appointed, or established by the

Company for or pursuant to the terms of any such plan), become the Beneficial Owner of any additional shares (other than pursuant to

a stock split, reverse stock split, stock dividend, reclassification, or similar transaction effected by the Company) of Common Stock

and immediately thereafter is the Beneficial Owner of 4.99% or more of the shares of Common Stock then outstanding, then such Person

shall be an Acquiring Person;

(v)

any Person who or which, within five (5) Business Days of being requested by the Company to advise it regarding the same, certifies to

the Company that such Person had become the Beneficial Owner of 4.99% or more of the shares of Common Stock then outstanding inadvertently

(including, without limitation, because (A) such Person was unaware that it Beneficially Owned a percentage of Common Stock that would

otherwise cause such Person to be an “Acquiring Person,” or (B) such Person was aware of the extent of its Beneficial Ownership

of Common Stock, but had no actual knowledge of the consequences of such Beneficial Ownership under this Agreement), and who or which

thereafter within five (5) Business Days following such certification reduces such Person’s Beneficial Ownership to less than 4.99%

of the shares of Common Stock then outstanding; provided, however, that (x) if the Person requested to so certify

fails to do so within five (5) Business Days or breaches or violates such certification, then such Person shall become an Acquiring Person

immediately after such five (5) Business Day period or such breach or violation, or (y) if the Person fails to reduce Beneficial Ownership

to less than 4.99% within five (5) Business Days following such certification, then such Person shall become an Acquiring Person immediately

after such five (5) Business Day period; or

(vi)

any Person that is a bona fide swaps dealer who has become an “Acquiring Person” as a result of its actions in the ordinary

course of its business that the Board determines, in its sole discretion, were taken without the intent or effect of evading or assisting

any other Person to evade the purposes and intent of this Agreement or otherwise seeking to control or influence the management or policies

of the Company

Notwithstanding

the foregoing, no Person shall be an Acquiring Person if the Board shall have affirmatively determined, in its sole and absolute discretion,

prior to or after the Distribution Time, in light of the intent and purposes of this Agreement or other circumstances facing the Company,

that such Person shall not be deemed an Acquiring Person, for so long as such Person complies with any limitations or conditions required

by the Board in making such determination.

Notwithstanding

the foregoing, no regulated investment company under Section 851 of the Code shall be deemed to be an Acquiring Person, unless the Board

determines, in its reasonable discretion, that such regulated investment company is deemed to Beneficially Own more than 4.99% or more

of the shares of Common Stock of the Company then outstanding under the applicable standards of Treasury Regulation 1.382-3(a). In determining

whether any regulated investment company is an Acquiring Person, the filing of a statement under Section 13 of the Exchange Act with

respect to such regulated investment company shall not be deemed to establish that such regulated investment company has acquired Beneficial

Ownership of 4.99% or more of the shares of Common Stock of the Company then outstanding; provided, that the Board shall be entitled

to rely upon any such filing unless such regulated investment company provides information that permits the Board to conclude, in its

reasonable discretion, that such regulated investment company has not acquired Beneficial Ownership of 4.99% or more of the shares of

Common Stock of the Company then outstanding pursuant to the standards of Treasury Regulation 1.382-3.

determining whether a Person owns 4.99% or more of the shares of Common Stock then outstanding, for all purposes of this Agreement, all

of the Common Stock Beneficially Owned by such Person shall be taken into account in the numerator and, for purposes of the denominator,

any calculation of the number of shares of Common Stock outstanding at any particular time shall be made pursuant to and in accordance

with Section 382 and the Treasury Regulations promulgated thereunder. Without limiting the foregoing, any Person shall be treated as

the Beneficial Owner of 4.99% or more shares of the Common Stock then outstanding if, in the determination of the Board, that Person

would be treated as a “5-percent stockholder” for purposes of Section 382 (substituting “4.99” for “5”

each time “five” or “5” is used in or for purposes of Section 382). Notwithstanding anything to the contrary

set forth herein, any shares of Common Stock of which a Person or any Affiliate or Associate of such Person becomes the Beneficial Owner

pursuant to an equity compensation award granted to such Person by the Company or as a result of an adjustment by the Company to the

number of shares of Common Stock represented by such equity compensation award pursuant to the terms thereof shall, solely for purposes

of determining the number of shares of Common Stock of which such Person or any Affiliate or Associate of such Person is the Beneficial

Owner at any time, not be included in the calculation of the number of shares of Common Stock outstanding.

(b)

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

(c)

“Affiliate” and “Associate” shall have the respective meanings ascribed to such terms in Rule 12b-2

of the General Rules and Regulations under the Exchange Act as in effect on June 29, 2023, and to the extent not included within the

foregoing clause of this Section 1(c), shall also include, with respect to any Person (other than an Exempt Person or an Existing Holder),

any other Person whose Common Stock would be deemed constructively or otherwise owned by, or otherwise aggregated with shares owned by,

such first Person or owned by a single “entity” pursuant to the provisions of Section 382; provided, however,

that a Person will not be deemed to be the Affiliate or Associate of another Person solely because either or both Persons are or were

directors of the Company.

(d)

“Appropriate Officers” shall mean the Company’s Chairperson of the Board, Chief Executive Officer, President,

Chief Financial Officer, Treasurer, General Counsel, Secretary, any Vice President, or any Assistant Secretary.

(e)

A Person shall be deemed the “Beneficial Owner” of, and to “Beneficially Own,” any securities:

(i)

which such Person or any of such Person’s Affiliates or Associates (A) directly or indirectly has the right to vote (including

the power to vote or to direct the voting of) or dispose (or direct the disposition) of, alone or in concert with others, or (B) is deemed

to beneficially own, directly or indirectly, within the meaning of Rule 13d-3 of the General Rules and Regulations under the Exchange

Act as in effect on June 29, 2023, including, with respect to both clause (A) and clause (B), pursuant to any agreement, arrangement,

or understanding (whether or not in writing), but only if the effect of such agreement, arrangement, or understanding is to treat such

Person, or any of such Person’s Affiliates or Associates, as an “entity” under Section 1.382-3(a)(1) of the Treasury

Regulations; provided, however, that a Person shall not be deemed the Beneficial Owner of, or to Beneficially Own, securities

(including rights, options or warrants) which are convertible or exchangeable into or exercisable for Common Stock, except to the extent

the acquisition or transfer of such rights, options, or warrants would reasonably be expected to result in the rights, options, or warrants

being treated as exercised on the date of their acquisition or transfer under Section 382;

(ii)

which such Person or any of such Person’s Affiliates or Associates owns, directly or indirectly, or has the legal, equitable, or

contractual right to acquire (whether directly or indirectly and whether such right is exercisable immediately, or only after the passage

of time, compliance with regulatory requirements, the fulfillment of one or more conditions (whether or not within the control of such

Person, Affiliate, or Associate), or otherwise) (A) pursuant to any agreement, arrangement, or understanding, whether or not in writing,

(excluding customary agreements entered into in good faith with and between an underwriter and selling group members in connection with

a firm commitment underwriting registered under the Securities Act), but only if the effect of such agreement, arrangement, or understanding

is to treat such Person, or any of such Person’s Affiliates or Associates, as an “entity” as defined in Treasury Regulation

§ 1.382-3(a)(1); (B) upon the exercise of any conversion rights, exchange rights, rights (other than the Rights), warrants, options,

or otherwise; (C) pursuant to the power to revoke a trust, discretionary account, or similar arrangement; (D) pursuant to the power to

terminate a repurchase or similar so-called “stock borrowing” agreement, arrangement, or understanding; or (E) pursuant to

the automatic termination of a trust, discretionary account, or similar arrangement; provided, however, that a Person shall

not be deemed the Beneficial Owner of, or to beneficially own, (A) any shares of Common Stock by virtue of owning securities or other

interests (including rights, options, or warrants) that are convertible or exchangeable into, or exercisable for, such shares of Common

Stock, except to the extent that upon the issuance, 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)

securities tendered pursuant to a tender offer 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, or (C) securities issuable upon the exercise or exchange

of Rights;

(iii)

which are owned, directly or indirectly, by any other Person, if such Person, or any of such Person’s Affiliates or Associates,

has any agreement, arrangement, or understanding, whether or not in writing, with such other Person or any of such other Person’s

Affiliates or Associates for the purpose of acquiring, holding, voting, or disposing of any securities of the Company, but only if the

effect of such agreement, arrangement, or understanding is to treat such Person, or any of such Person’s Affiliates or Associates,

as an “entity” as defined in Treasury Regulation § 1.382-3(a)(1); or

(iv)

which such Person would be deemed to actually or constructively own pursuant to Section 382, including any “coordinated acquisition”

of securities by any Persons who have a formal or informal understanding with respect to such acquisition (to the extent that ownership

of such securities would be attributed to such Persons under Section 382), or otherwise would be aggregated with any securities owned

by such Person pursuant to the Code, including Section 382;provided, however, that (i) a Person will not be deemed the

Beneficial Owner of, to have Beneficial Ownership of, or to Beneficially Own, any security (A) if such Person has the right to vote such

security pursuant to an agreement, arrangement, or understanding (whether or not in writing) which (1) arises solely from a revocable

proxy or consent given to such Person in response to a public proxy or consent solicitation made pursuant to, and in accordance with,

the applicable provisions of the General Rules and Regulations promulgated under the Exchange Act, (2) is not also then reportable on

Schedule 13D under the Exchange Act (or any comparable or successor report), and (3) does not constitute a trust, proxy, power of attorney,

or other device with the purpose or effect of allowing two or more persons, acting in concert, to avoid being deemed Beneficial Owners

of such security or otherwise avoid the status of Acquiring Person under the terms of this Agreement or as part of a plan or scheme to

evade the reporting requirements under Schedule 13D or Sections 13(d) or 13(g) of the Exchange Act, or (B) if such beneficial ownership

arises solely as a result of such Person’s status as a “clearing agency,” as defined in Section 3(a)(23) of the Exchange

Act; (ii) nothing in this definition will cause a Person engaged in business as an underwriter of securities to be the Beneficial Owner

of, or to Beneficially Own, any securities acquired through such Person’s participation in good faith in an underwriting syndicate

until the expiration of forty (40) calendar days after the date of such acquisition, or such later date as the Board may determine in

any specific case; (iii) notwithstanding anything in this Agreement to the contrary, a Person shall not be deemed the Beneficial Owner

of, or to Beneficially Own, any securities of the Company for purposes of this Agreement if (A) such securities would not be deemed constructively

or otherwise owned by, or otherwise aggregated with securities owned by, such Person, and (B) such securities would not be deemed constructively

or otherwise owned by a single “entity,” in each case, for purposes of Section 382; (iv) no Person who is an officer, director,

or employee of an Exempt Person shall be deemed, solely by reason of such Person’s status or authority as such, to be the Beneficial

Owner of, to have Beneficial Ownership of or to Beneficially Own any securities of the Company that are Beneficially Owned, including,

without limitation, in a fiduciary capacity, by an Exempt Person or by any other officer, director, or employee of an Exempt Person,

it being further understood that any stockholder of the Company, together with any Affiliate, Associate, or other person who may be deemed

to be a representative of such stockholder who is then serving as a director of the Company, will not be deemed to be the Beneficial

Owner of, to have Beneficial Ownership of or to Beneficially Own any securities of the Company held by any other Person as a result of

(A) any Person affiliated or otherwise associated with such stockholder serving as a director of the Company or taking any action in

connection therewith; (B) discussing the status of its securities with the Company or other stockholders of the Company that are similarly

situated; or (C) voting or acting in a manner similar to other stockholders of the Company that are similarly situated, absent a specific

finding by the Board of an express agreement among such stockholders to act in concert with one another as stockholders so as to cause,

in the good faith judgment of the Board, such Persons to be treated as an “entity” as defined in Treasury Regulation §

1.382-3(a)(1); and (v) a Person shall not be deemed the Beneficial Owner of, or to Beneficially Own any securities which such Person

or any of such Person’s Affiliates or Associates would otherwise be deemed to Beneficially Own pursuant to this Section 1(e) solely

as a result of any merger or other acquisition agreement between the Company and such Person (or one or more of such Person’s Affiliates

or Associates), or any tender, voting, or support agreement entered into by such Person (or one or more of such Person’s Affiliates

or Associates) in connection with such merger or other acquisition agreement, if, in each case, such agreement has been approved by the

Board prior to a Section 11(a)(ii) Event occurring with respect to such Person (or one or more of its Affiliates or Associates).

(f)

“Board” shall have the meaning set forth in the recitals to this Agreement and also includes any authorized committee

thereof.

(g)

“Book Entry Shares” shall have the meaning set forth in Section 3(a).

(h)

“Business Day” shall mean any day other than a Saturday, Sunday, or a day on which banking institutions in the State

of New York are authorized or obligated by law or executive order to close; provided, however, that banks shall not be

deemed to be authorized or obligated to be closed due to a “shelter in place,” “non-essential employee,” or similar

closure of physical branch locations at the direction of any governmental authority if such banks’ electronic funds transfer systems

(including for wire transfers) are open for use by customers on such day.

(i)

“Certificate of Designations” shall mean the Amended and Restated Certificate of Designations of the Series A Participating

Preferred Stock of the Company adopted contemporaneously with the approval of this Agreement and attached hereto as Exhibit A,

as the same may hereafter be amended or restated.

(j)

“Certificate of Incorporation” shall mean the Certificate of Incorporation of the Company, as amended, and as the

same may be amended or restated from time to time, as filed with the Office of the Secretary of State of the State of Delaware, and together

with the Certificate of Designations.

(k)

“Close of Business” on any given date shall mean 5:00 P.M. New York City time, on such date; provided, however,

that if such date is not a Business Day, it shall mean 5:00 P.M., New York City time, on the next succeeding Business Day.

(l)

“Code” shall mean the Internal Revenue Code of 1986 as amended.

(m)

“Common Stock,” when used with reference to the Company, shall mean the common stock (presently $0.001 par value per

share) of the Company. “Common Stock,” when used with reference to any Person other than the Company, shall mean shares

of the capital stock with the greatest voting power of such other Person or, if such other Person is a subsidiary of another Person,

the entity which ultimately controls such first-mentioned Person. “Common Stock,” when used with reference to any

Person not organized in corporate form, shall mean units of beneficial interest which (x) represent the right to participate generally

in the profits and losses of such Person (including without limitation any flow-through tax benefits resulting from an ownership interest

in such Person), and (y) are entitled to exercise the greatest voting power of such Person or, in the case of a limited partnership,

have the power to remove the general partner or partners.

(n)

“Company” shall have the meaning set forth in the preamble.

(o)

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

(p)

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

(q)

“Distribution Time” shall mean the earlier to occur of (i) the Close of Business on the tenth (10th) calendar day

after the Stock Acquisition Date (or, if the tenth (10th) calendar day after the Stock Acquisition Date occurs before the Record Date,

then the Close of Business on the Record Date), or (ii) the Close of Business on the tenth (10th) calendar day (or, if such tenth (10th)

calendar day occurs before the Record Date, then the Close of Business on the Record Date) after the date of the commencement (within

the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act) by any Person (other than an Exempt Person)

of, or first public announcement of the intent of any Person (other than an Exempt Person) to commence, a tender or exchange offer, upon

the successful consummation of which any Person (other than an Exempt Person) would become an Acquiring Person; provided, however,

that if a tender or exchange offer is canceled, terminated, or otherwise withdrawn prior to the occurrence of a Distribution Time without

the purchase or exchange of any Common Stock pursuant thereto, then no Distribution Time shall occur as a result of such tender or exchange

offer. Prior to the occurrence of a Distribution Time as a result of an event described in clause (i) or (ii) of the preceding sentence

(or such later Distribution Time as the Board may select pursuant to this sentence), the Board may postpone, one or more times, the Distribution

Time which would occur as a result of an event described in clause (i) or (ii) of the preceding sentence.

(r)

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

(s)

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

(t)

“Exchange Determination” shall have the meaning set forth in Section 23.

(u)

“Exchange Ratio” shall have the meaning set forth in Section 23.

(v)

“Excess Exchange Shares” shall have the meaning set forth in Section 23.

(w)

“Exempt Person” shall mean (i) the Company or any Subsidiary of the Company, in each case including, without limitation,

the officers and members of the board of directors thereof acting solely in their fiduciary capacity, (ii) any Person organized, appointed,

directed, or established by the Company that acquires or holds shares of Common Stock, as an agent acting for, or on behalf of, the Company,

in connection with any stock repurchase program approved by the Board, (iii) any employee benefit plan of the Company or any Subsidiary

of the Company or any trustee, administrator, or other Person organized, appointed, directed, or established by the Company, that acquires

or holds (or acting in a fiduciary capacity in respect of) shares of Common Stock for or pursuant to the terms of any such plan, or for

the purpose of funding any such plan or other benefits for employees of the Company or any Subsidiary of the Company, (iv) any Person

who the Board determines, in its sole and absolute discretion, prior to the time such Person would otherwise be an Acquiring Person,

should be permitted to become the Beneficial Owner of up to a number of shares of Common Stock, or a percentage of the shares of Common

Stock outstanding, as such amount or percentage, as the case may be, is determined by the Board in its sole and absolute discretion (such

amount or percentage, the “Exempted Amount”), and who should be exempted from being an Acquiring Person, unless and

until such Person acquires Beneficial Ownership of shares of Common Stock in excess of the Exempted Amount (other than pursuant to a

stock split, reverse stock split, stock dividend, reclassification, or similar transaction effected by the Company) in which case such

Person shall become an Acquiring Person; provided, however, that the Board may make such exemption subject to such terms

and conditions, if any, which the Board may determine in its sole and absolute discretion; provided, further, that any

Person will cease to be an Exempt Person if the Board, in its sole and absolute discretion, makes a determination that such Person’s

Beneficial Ownership would, notwithstanding any prior determination to the contrary, jeopardize or endanger the value or availability

to the Company of the Tax Benefits or otherwise be contrary to the best interests of the Company, and (v) any Person who is a transferee

from the estate of an Exempt Person and who receives Common Stock as a bequest or inheritance from such Exempt Person, but only for so

long as such transferee continues to be the Beneficial Owner of 4.99% or more of the then outstanding shares of Common Stock.

(x)

“Exemption Request” shall have the meaning set forth in Section 27.

(y)

“Existing Holder” shall mean any Person who or which, together with all of such Person’s Affiliates and Associates,

is, as of immediately prior to the first public announcement of the adoption of the Original Agreement by the Company, the Beneficial

Owner of 4.99% or more of the Common Stock then outstanding; provided, however, that a Person ceases to be an Existing

Holder if and when (i) such Person, together with all of such Person’s Affiliates and Associates, becomes the Beneficial Owner

of less than 4.99% of the shares of Common Stock then outstanding, or (ii) such person, together with all of such Person’s Affiliates

and Associates, acquires Beneficial Ownership of any additional shares of Common Stock after the first public announcement by the Company

of the adoption of the Original Agreement (other than any increase pursuant to or as a result of (A) a stock split, reverse stock split,

stock dividend, reclassification, or similar transaction effected by the Company in which all registered holders of shares of Common

Stock are treated substantially equally, (B) the grant or issuance by the Company to its directors, officers, and employees of options,

warrants, convertible instruments, rights or similar interests to acquire shares of Common Stock pursuant to any employee benefit plan,

stock incentive plan, stock option plan or stock ownership plan of the Company adopted by the Board, and the subsequent vesting, exercise

or conversion of such options, warrants, rights or similar interests, or (C) the grant or issuance by the Company to its directors, officers,

and employees of shares of restricted Common Stock or restricted stock units and the subsequent vesting of such shares or stock units,

pursuant to a restricted stock or other benefits or compensation plan or arrangement adopted by the Board.

(z)

“Expiration Time” shall mean the earlier to occur of (i) the Final Expiration Time, (ii) the time at which all of

the Rights are redeemed as provided in Section 22, (iii) the time at which the Rights are exchanged as provided in Section

23, (iv) the effective time of the repeal of Section 382 (but excluding the repeal or withdrawal of any Treasury Regulations thereunder),

or any other change, if the Board determines, in its sole and absolute discretion, that this Agreement is no longer necessary or desirable

for the preservation of Tax Benefits, (v) the Close of Business on the date set by the Board following a determination by the Board,

in its sole and absolute discretion, that this Agreement is no longer necessary or desirable to preserve the Tax Benefits, (vi) the Close

of Business on the first day of a taxable year of the Company to which the Board determines, in its sole and absolute discretion, that

no Tax Benefits may be carried forward, and (vii) the Close of Business on the date set by the Board following a determination by the

Board, in its sole and absolute discretion, prior to the time any Person becomes an Acquiring Person, that this Agreement and the Rights

are no longer in the best interests of the Company and its stockholders.

(aa)

“Final Expiration Time” shall mean the Close of Business on June 29, 2029.

(bb)

“General Rules and Regulations” shall mean Part 240, Subpart A—Rules and Regulations under the Exchange Act.

(cc)

“NASDAQ” shall mean the NASDAQ Stock Market or any of its listing venues.

(dd)

“NYSE” shall mean the New York Stock Exchange.

(ee)

“NYSE American” shall mean the NYSE American Stock Exchange.

(ff)

“Person” shall mean any individual, firm, corporation, partnership, limited liability company, limited liability partnership,

association, trust, syndicate, or other entity, or any group of persons making a “coordinated acquisition” of shares of Common

Stock or otherwise treated as an entity within the meaning of Section 1.382-3(a)(1) of the Treasury Regulations or otherwise for purposes

of Section 382, or any successor provision or replacement provision, and includes any successor (by merger or otherwise) of such individual

or entity.

(gg)

“Preferred Stock” shall mean shares of Series A Participating Preferred Stock, par value $0.001 per share, of the

Company having the voting powers, designations, preferences, limitations, and rights described in the Certificate of Designations set

forth in Exhibit A hereto, as the same may be amended or restated from time to time, and, to the extent that there are not a sufficient

number of shares of Series A Participating Preferred Stock authorized to permit the full exercise of the Rights, any other series of

preferred stock of the Company designated for such purpose containing terms substantially similar to the terms of the Series A Participating

Preferred Stock.

(hh)

“Purchase Price” shall have the meaning set forth in Section 7(b).

(ii)

“Record Date” shall have the meaning set forth in the recitals.

(jj)

“Redemption Period” shall have the meaning set forth in Section 22(a).

(kk)

“Redemption Price” shall have the meaning set forth in Section 22(a).

(ll)

“Redemption Date” has the meaning set forth in Section 22(b).

(mm)

“Requesting Person” shall have the meaning set forth in Section 27.

(nn)

“Right” shall have the meaning set forth in the recitals.

(oo)

“Rights Agent” shall have the meaning set forth in the preamble.

(pp)

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

(qq)

“Schedule 13D” shall mean a statement on Schedule 13D pursuant to Rule 13d-1(a), 13d-1(e), 13d-1(f) or 13d-1(g) of

the General Rules and Regulations under the Exchange Act as in effect at the time of the public announcement of the declaration of the

Rights dividend with respect to the shares of Common Stock Beneficially Owned by the Person filing such statement.

(rr)

“SEC” shall mean the U.S. Securities and Exchange Commission and any successor agency or instrumentality of the United

States government.

(ss)

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

(tt)

“Section 382” shall mean Section 382 of the Code and the Treasury Regulations promulgated thereunder.

(uu)

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

(vv)

“Share Equivalents” shall have the meaning set forth in Section 11(a)(iii).

(ww)

“Signature Guarantee” shall have the meaning set forth in Section 6(a).

(xx)

“Stock Acquisition Date” shall mean the earliest of the date of (i) the public announcement by the Company or an Acquiring

Person indicating that an Acquiring Person has become an Acquiring Person (which, for purposes of this definition, shall include, without

limitation, the filing of a report or an amendment thereto with the SEC pursuant to the Exchange Act or pursuant to a comparable successor

statute), (ii) the public disclosure of facts by the Company or an Acquiring Person that reveals the existence of an Acquiring Person

or indicating that an Acquiring Person has become an Acquiring Person, and (iii) the Board becoming aware of the existence of an Acquiring

Person; provided that, if such Person is determined by the Board, in its sole and absolute discretion, not to be or have become

an Acquiring Person, then no Stock Acquisition Date shall be deemed to have occurred.

(yy)

“Subsidiary” of a Person shall mean any corporation or other entity of which an amount of voting securities (or other

ownership interests having ordinary voting power) sufficient to elect or appoint a majority of the board of directors or other persons

performing similar functions are Beneficially Owned, directly or indirectly, by such Person and any corporation or other entity that

is otherwise controlled by such Person.

(zz)

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

(aaa)

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

(bbb)

“Tax Benefits” shall mean a current year net operating loss and the net operating loss carryovers, capital loss carryovers,

general business credit carryovers, Section 163(j) deferred interest carryovers, alternative minimum tax credit carryovers, foreign tax

credit carryovers, and other similar tax carryovers, as well as any loss or deduction (whether actual or prospective) attributable to

a “net unrealized built-in loss” within the meaning of Section 382, and the Treasury Regulations promulgated thereunder,

and any other tax credit, deduction, or attribute the benefit of which may be limited by Sections 382 and Section 383 of the Code, in

each case, of the Company or any direct or indirect Subsidiary thereof.

(ccc)

“Trading Day” shall mean a day on which the principal national securities exchange on which the shares of such stock

or units of other securities are listed or admitted to trading is open for the transaction of business or, if the shares of such stock

or other units of such security are not listed or admitted to trading on any national securities exchange, a Business Day; provided

that any national securities exchange shall be deemed to be open for the transaction of business if electronic auctions are open on such

day regardless of the closure of physical locations; and (ii) if such security is not so listed or admitted, a Business Day.

(ddd)

“Treasury Regulations” shall mean final and temporary (but not proposed) regulations of the U.S. Department of the

Treasury promulgated under the Code, as such regulations may be amended from time to time.

(eee)

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

(fff)

“Trust” shall have the meaning set forth in Section 23(a).

(ggg)

“Trust Agreement” shall have the meaning set forth in Section 23(a).

(hhh)

“Unit” shall have the meaning set forth in the recitals.

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 of this Agreement (and no implied terms and conditions), and the Rights Agent hereby accepts this appointment.

The Company may from time to time appoint such 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), upon ten (10) calendar days’

prior written notice to the Rights Agent. In the event the Company appoints one or more co-Rights Agents, the respective duties of the

Rights Agents and any co-Rights Agents shall be as the Company shall reasonably determine, provided that such duties are consistent with

the terms and conditions of this Agreement and that, contemporaneously with such appointment, the Company shall promptly notify, in writing,

the Rights Agent and any co-Rights Agents of any such duties. The Rights Agent shall have no duty to supervise, and in no event shall

be liable for the acts or omissions of, any co-Rights Agent.

Section

3. Issuance of Rights Certificates.

(a)

Until the earlier of the Distribution Time and the Expiration Time, (i) the Rights will be evidenced solely by the certificates for the

shares of Common Stock registered in the names of the holders of the shares of Common Stock or, with respect to uncertificated shares

of Common Stock registered in book entry form (“Book Entry Shares”) (which certificates for shares of Common Stock

and Book Entry Shares shall also be deemed to be Rights Certificates), the Rights related thereto will be evidenced by the notation in

book entry on the records of the Company representing these shares, and, in each case, not by separate certificates, (ii) the registered

holders of shares of Common Stock shall also be the registered holders of the associated Rights, (iii) the Rights (and the right to receive

certificates therefor) will be transferable only in connection with the transfer of the underlying shares of Common Stock (including

a transfer to the Company), and (iv) the surrender for transfer of any certificates representing shares of Common Stock or Book Entry

Shares, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock represented

thereby. In the event that the Company purchases or otherwise acquires any Common Stock after the Record Date but prior to the Distribution

Time, any Rights associated with such Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to

exercise any Rights associated with the Common Stock that are no longer outstanding.

(b)

As soon as practicable after the Distribution Time, the Rights Agent will, if requested to do so by the Company and provided with all

necessary information and documents, at the expense of the Company, send, by first-class, postage prepaid mail, to each record holder

of shares of Common Stock as of the Close of Business on the Distribution Time, at the address of the holder shown on the records of

the Company, a certificate in substantially the form of Exhibit B (the “Rights Certificate”) evidencing the

Rights underlying the shares of Common Stock so held. As of and after the Distribution Time, the Rights will be evidenced solely by the

Rights Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Time and,

if notification is given orally, the Company shall confirm the same in writing on or prior to the next succeeding Business Day. Until

such written notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution

Time has not occurred.

(c)

Upon request of any holder of record of a Right, the Company will send or cause to be sent a copy of this Agreement and a copy of the

Summary of the Terms of the Rights, substantially in the form attached hereto as Exhibit C (the “Summary of Rights”),

by first-class, postage prepaid mail, to the holder at the address of such holder shown on the records of the Company or the transfer

agent or registrar for the Common Stock. Any failure to send a copy of this Agreement and a copy of the Summary of Rights shall not invalidate

the Rights or affect their transfer with the Common Stock.

(d)

Until the earlier of the Distribution Time and the Expiration Time, the surrender for transfer of any certificate for shares of Common

Stock shall also constitute the surrender for transfer of the Rights associated with the shares of Common Stock represented thereby and

the transfer of shares of Common Stock on the records of the Company shall also constitute the transfer of the Rights associated with

the shares.

(e)

Rights shall be issued in respect of all shares of Common Stock that are issued (whether originally issued or from the Company’s

treasury) after the Record Date but prior to the earlier of the Distribution Time and the Expiration Time or, in certain circumstances

provided in Section 21, after the Distribution Time. Certificates representing such shares of Common Stock shall also be deemed

to be certificates for Rights and shall have impressed on, printed on, written on, or otherwise affixed to them a legend in substantially

the following form:

“This

certificate also evidences and entitles the holder to certain rights (the “Rights”) as set forth in the Amended and

Restated Section 382 Tax Benefits Preservation Plan by and between Ocean Power Technologies, Inc. and Computershare Trust Company, N.A.,

as Rights Agent (or any successor rights agent), dated as of June 29, 2026, as the same may be amended, extended, or renewed from time

to time (the “Plan”), the terms of which are 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 Plan, such Rights will be evidenced by separate

certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of record of this certificate a

copy of the Plan, without charge after receipt of a written request therefor. Under certain circumstances, as provided in the Plan, Rights

which are issued to, transferred to, or have been beneficially owned by Acquiring Persons or any Affiliate or Associate thereof (as such

terms are defined in the Plan), whether currently held by or on behalf of such Person or any purported subsequent holder of such Rights,

may become null and void and may no longer be transferable. The Rights shall not be exercisable, and shall be void so long as held, by

a holder in any jurisdiction where the requisite qualification to the issuance to such holder, or the exercise by such holder, of the

Rights in such jurisdiction shall not have been obtained or be obtainable.”

With

respect to any Book Entry Shares, such legend shall be included in a notice to the record holder of such shares in accordance with applicable

law. Notwithstanding this Section 3(e), neither the failure to print the foregoing legend on any such certificate representing

shares of Common Stock or any defect that may be contained in the legend that is so printed, nor the failure to provide the notice thereof

to the holder of Book Entry Shares, shall affect in any manner whatsoever the application, interpretation, or enforceability of any part

of this Agreement or the rights of any holder of the Rights.

Section

4. Form of Rights Certificates; Notice to Rights Agent as to Acquiring Person.

(a)

The Rights Certificates (and the forms of election to purchase shares and forms of assignment to be printed on the reverse thereof),

when, as and if issued, shall be substantially in the form set forth in Exhibit B and may have such marks of identification or designation

and such legends, summaries or endorsements printed thereon as the Company may deem appropriate (which do not affect the rights, liabilities,

duties, or responsibilities of the Rights Agent) and as are not inconsistent with the provisions of this Agreement, or as may be required

to comply with any law or with any rule or regulation made pursuant thereto or with any law, 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 terms and conditions hereof, the Rights Certificates

evidencing the Rights, whenever issued, on their face shall entitle the holders thereof to purchase, for each Right, one Unit, at the

Purchase Price, but the number and type of shares or other property holders thereof shall be entitled to purchase and the Purchase Price,

shall be subject to adjustment as provided in this Agreement.

(b)

Notwithstanding any other provision of this Agreement, any Rights Certificate that represents Rights that may be or may have been at

any time on or after the Distribution Time Beneficially Owned by an Acquiring Person or any Affiliate or Associate thereof (or any purported

transferee of such Rights) may have impressed on, printed on, written on, or otherwise affixed to it a legend in substantially the following

form:

“The

beneficial owner of the Rights (the “Rights”) represented by this Rights Certificate may be an Acquiring Person or

an Affiliate or Associate (as such terms are defined in the Amended and Restated Section 382 Tax Benefits Preservation Plan by and between

Ocean Power Technologies, Inc. and Computershare Trust Company, N.A., as Rights Agent (or any successor rights agent), dated as of June

29, 2026, as the same may from time to time be amended, extended, or renewed (the “Plan”)) of an Acquiring Person

or a subsequent holder of a Rights Certificate beneficially owned by such Persons (as defined in the Plan). Accordingly, under certain

circumstances as provided in the Plan, this Rights Certificate and the Rights represented hereby will become null and void and will no

longer be transferable.”

The

provisions of this Agreement shall be operative whether or not the foregoing legend is imprinted on any such Rights Certificate. The

Company shall give written notice to the Rights Agent promptly after it becomes aware of the existence of any Acquiring Person.

Section

5. Countersignature and Registration.

(a)

The Rights Certificates shall be duly executed on behalf of the Company by one of its Appropriate Officers, which execution will be attested

to by such officers as the Board may designate, in each case by manual, facsimile or other electronic signature, and will have affixed

thereto the Company’s seal (if any) or a facsimile or other electronic copy thereof. The Rights Certificates shall be countersigned

by the Rights Agent, manually or by facsimile or other electronic signature, and shall not be valid for any purpose unless so countersigned.

In case any Appropriate Officer who shall have signed any of the Rights Certificates shall cease to be such an officer of the Company

before countersignature by the Rights Agent and issuance and delivery by the Company, the Rights Certificates nevertheless may be countersigned

by the Rights Agent, issued and delivered with the same force and effect as though the person who signed the Rights Certificates had

not ceased to be such officer of the Company; and any Rights Certificate may be signed on behalf of the Company by any person who, at

the actual date of the execution of such Rights Certificate, shall be an Appropriate Officer, although at the date of the execution of

this Agreement any such person was not such an officer.

(b)

Following the Distribution Time and receipt by the Rights Agent of written notice to that effect and all other relevant information referred

to in Section 3(a), the Rights Agent will keep or cause to be kept books for registration and transfer of the Rights Certificates

issued hereunder. The books shall show the names and addresses of the respective holders of the Rights Certificates, the number of Rights

evidenced on its face by each of the Rights Certificates, the date of each of the Rights Certificates, and the certificate numbers for

each of the Rights Certificates.

Section

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

(a)

Subject to the provisions of Section 4(b), Section 7(e), Section13, and Section 23, at any time after the

Distribution Time and prior to the Expiration Time, any Rights Certificate or Rights Certificates may be (a) transferred or (b) split

up, combined or exchanged for another Rights Certificate or Rights Certificates, entitling the registered holder to purchase a like number

of Units (and/or other securities or property, as the case may be) as the Rights Certificate or Rights Certificates surrendered then

entitled such holder to purchase. Any registered holder desiring to transfer, split up, combine, or exchange any Rights Certificate shall

make such request in writing delivered to the Rights Agent, and shall surrender the Rights Certificate to be transferred, split up, combined,

or exchanged, with the form of assignment and certificate contained therein properly completed and duly executed and with all signatures

guaranteed from an eligible guarantor institution participating in a signature guarantee program approved by the Securities Transfer

Association (a “Signature Guarantee”), at the offices of the Rights Agent designated for such purpose. Neither the Rights

Agent nor the Company shall be obligated to take any action whatsoever with respect to the transfer, split up, combination or exchange

of any such surrendered Rights Certificate until the registered holder has properly completed and duly executed the certificate contained

in the form of assignment on the reverse side of such Rights Certificate accompanied by a Signature Guarantee and such other documentation

as the Rights Agent reasonably requests. Thereupon or as promptly as practicable thereafter, the Company shall prepare, execute, and

deliver to the Rights Agent, and the Rights Agent shall, subject to Section 4(b), Section 7(e), Section 13, and

Section 23, countersign (by manual, facsimile, or other electronic signature) and deliver to the Person entitled thereto a Rights

Certificate or Rights Certificates, as the case may be, as so requested. The Company may require payment from the holder of a Rights

Certificate of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer, split up,

combination, or exchange of Rights Certificates. 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 be obligated to deliver any Rights

Certificate unless and until it is satisfied that all such payments have been made, and the Rights Agent shall forward any such sum collected

by it to the Company or to such Persons as the Company specifies by written notice. The Rights Agent shall have no duty or obligation

to take any action under this Section 6 unless and until the Rights Agent is reasonably satisfied that all such taxes and/or charges

have been paid.

(b)

Upon receipt by the Company and the Rights Agent of evidence reasonably satisfactory to them of the loss, theft, destruction, or mutilation

of a Rights Certificate, and, in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to them, and reimbursement

to the Company and the Rights Agent of all reasonable expenses incidental thereto, and upon surrender to the Rights Agent and cancellation

of the Rights Certificate if mutilated, the Company will execute and deliver to the Rights Agent a new Rights Certificate of like tenor

for delivery to the registered owner in lieu of the Rights Certificate so lost, stolen, destroyed or mutilated. Without limiting the

foregoing, the Company may require the owner of any lost, stolen, or destroyed Rights Certificate, or his legal representative, to give

the Company a bond sufficient to indemnify the Company and the Rights Agent against any claim that may be made against it on account

of the alleged loss, theft or destruction of any such Rights Certificate or the issuance of any such new Rights Certificate.

Section

7. Exercise of Rights; Purchase Price; Expiration Time of Rights.

(a)

Subject to Section 7(e) and except as otherwise provided herein, at any time after the Distribution Time and prior to the Expiration

Time, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby, in whole or in part, upon such holder’s

surrender of the Rights Certificate, with the form of election to purchase on the reverse side thereof duly executed, to the Rights Agent

at the office of the Rights Agent designated for such purposes, accompanied by a Signature Guarantee and such other documentation as

the Rights Agent may reasonably request, together with payment of the Purchase Price (defined below), or portion thereof, as applicable,

with respect to each Unit or Units (and/or other securities or property in lieu thereof) as to which the Rights are exercised, subject

to adjustment as hereinafter provided. Except for those provisions herein that expressly survive the termination of this Agreement, this

Agreement shall terminate at such time as the Rights are terminated or are no longer exercisable hereunder. For the avoidance of doubt,

no Rights shall be exercisable hereunder until such time as the Rights are no longer redeemable by the Company.

(b)

The purchase price to be paid upon the exercise of each Right shall initially be $2.25 for each Unit issuable pursuant to the

exercise of such Right. The purchase price and the number of Units (and/or other securities or property, as the case may be) to be acquired

upon exercise of a Right shall be subject to adjustment from time to time as provided in Section 11. (The purchase price, after

giving effect to any adjustments, shall be referred to as the “Purchase Price.”) The Purchase Price shall be payable

in lawful money of the United States of America, in accordance with Section 7(c).

(c)

Except as provided in Section 7(d) and Section 7(e), upon receipt of a Rights Certificate with the form of election to

purchase duly executed, accompanied by payment of the Purchase Price, or the applicable portion thereof, for the Units (and/or other

securities or property, as the case may be) to be purchased and an amount equal to any applicable tax or governmental charge, by cash,

certified check or official bank check payable to the order of the Company or the Rights Agent, the Rights Agent shall thereupon promptly

(i) (A) requisition from the Company or any transfer agent for the Units, certificates for the number of Units so elected to be purchased,

and the Company will comply and hereby authorizes and directs the transfer agent or shall cause the transfer agent (if the Rights Agent

is not also the transfer agent) to comply with all such requests or (B) if the Company, in its sole and absolute discretion, shall have

elected to deposit the shares of Preferred Stock underlying the Units issuable upon exercise of the Rights hereunder into a depositary,

requisition from the depositary agent depositary receipts representing the number of Units as are to be purchased (in which case certificates

for the shares of Preferred Stock underlying the Units represented by the receipts shall be deposited by the transfer agent with the

depositary agent) and the Company will direct the depositary agent to comply with such request, (ii) requisition from the Company the

amount of cash to be paid in lieu of the issuance of fractional shares in accordance with Section 13(b), and (iii) promptly after

receipt of the Units’ certificates or depositary receipts, as the case may be, cause the same to be delivered to or upon the order

of the registered holder of the Rights Certificate, registered in such name or names as may be designated by such holder, and, when appropriate,

after receipt, promptly deliver the cash to or upon the order of the registered holder of the Rights Certificate. In the event that the

Company is obligated to issue other securities of the Company, pay cash and/or distribute other property pursuant to Section 11(a),

the Company shall make all arrangements necessary so that those other securities, cash and/or other property are available for distribution

by the Rights Agent, if and when necessary to comply with this Agreement and the Rights Agent shall promptly take the appropriate actions

corresponding to the foregoing clauses (i) through (iii), as applicable. In addition, in the case of an exercise of the Rights by a holder

pursuant to Section 11(a)(ii), the Rights Agent shall return the Rights Certificate to the registered holder thereof after imprinting,

stamping or otherwise indicating thereon that the Rights represented by the Rights Certificate no longer include the rights provided

by Section 11(a)(ii) and, if less than all the Rights represented by such Rights Certificate were so exercised, the Rights Agent

shall indicate on the Rights Certificate the number of Rights represented thereby which continue to include the rights provided by Section

11(a)(ii). In case the holder of any Rights Certificate shall exercise (except pursuant to Section 11(a)(ii)) less than all

the Rights evidenced thereby, a new Rights Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued

by the Rights Agent and delivered to the registered holder of the Rights Certificate or the holder’s duly authorized assigns, subject

to the provisions of Section 13(b).

(d)

Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake

any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless

the registered holder shall have (i) properly completed and signed the certificate contained in the form of election to purchase set

forth on the reverse side of the Rights Certificate surrendered for 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 or the Rights Agent shall reasonably

request.

(e)

Notwithstanding anything in this Agreement to the contrary, from and after the first occurrence of a Section 11(a)(ii) Event, any Rights

beneficially owned by (i) an Acquiring Person (or any Affiliate or Associate thereof), (ii) a transferee of an Acquiring Person (or of

any Affiliate or Associate thereof) who becomes a transferee after the Acquiring Person becomes such, or (iii) a transferee of an Acquiring

Person (or of any Affiliate or Associate thereof) who becomes a transferee prior to or concurrently with the Acquiring Person becoming

such and receives those Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person to holders

of equity interests in the Acquiring Person or to any Person with whom the Acquiring Person has a continuing agreement, arrangement,

or understanding (whether or not in writing) regarding the transferred Rights or (B) a transfer which the Board has determined is part

of an agreement, arrangement, or understanding which has as a primary purpose or effect the avoidance of this Section 7(e), shall

become null and void without any further action and no holder of those Rights shall have any rights whatsoever with respect to those

Rights, whether under any provision of this Agreement or otherwise. The Company shall promptly notify the Rights Agent in writing when

this Section 7(e) applies and shall use its best efforts to ensure that the provisions of this Section 7(e) and Section

4(b) are complied with, but neither the Company nor the Rights Agent shall have any liability to any holder of Rights Certificates

or other Person (without limiting the rights of the Rights Agent under Section 19) as a result of the Company’s failure

to make any determinations with respect to an Acquiring Person or its Affiliates, Associates, or transferees hereunder.

Section

8. Cancellation and Destruction of Rights Certificates. All Rights Certificates surrendered for the purpose of exercise, transfer,

split up, combination, or exchange shall, if surrendered to the Company or to any of its agents, be delivered to the Rights Agent for

cancellation or in cancelled form, or, if surrendered to the Rights Agent, shall be cancelled by it, and no Rights Certificates shall

be issued in lieu thereof except as expressly permitted by any of the provisions of this Agreement. The Company shall deliver to the

Rights Agent for cancellation and retirement, and the Rights Agent shall so cancel and retire, any Rights Certificate purchased or acquired

by the Company otherwise than upon the exercise thereof. At the expense of the Company, the Rights Agent shall deliver all cancelled

Rights Certificates to the Company, or shall, at the written request of the Company, destroy the cancelled Rights Certificates, and in

such case shall deliver a certificate of destruction thereof to the Company.

Section

9. Reservation and Availability of Shares of Preferred Stock.

(a)

The Company covenants and agrees that, from and after the Distribution Time, it will cause to be reserved and kept available, out of

and to the extent of its authorized and unissued shares of Preferred Stock not reserved for another purpose or shares of Preferred Stock

not reserved for another purpose held in its treasury, the number of Units that, as provided in this Agreement, will be sufficient to

permit the exercise in full of all outstanding Rights; provided, however, that the Company shall not be required to reserve and

keep available Units sufficient to permit the exercise in full of all outstanding Rights pursuant to the adjustments set forth in Section

11(a)(ii) or Section 11(a)(iii) unless, and only to the extent that, the Rights become exercisable pursuant to such adjustments.

(b)

The Company shall (i) use its best efforts to cause, from and after the Distribution Time, the Rights and all Units (and/or following

the occurrence of a Triggering Event, to the extent reasonably practicable, shares of Common Stock or other securities, as the case may

be) issued or reserved for issuance upon exercise thereof to be listed or admitted to trading on the NYSE American or another national

securities exchange, and (ii) if then necessary to permit the offer and issuance of such Units, shares of Common Stock and/or other securities,

as the case may be, register and qualify such Units (or shares of Common Stock or other securities, as the case may be) under the Securities

Act and any applicable state securities or “blue sky” laws (to the extent exemptions therefrom are not available),

cause the related registration statement and qualifications to become effective as soon as possible after filing and keep such registration

statement and qualifications effective (with a prospectus at all times meeting the requirements of the Securities Act) until the earlier

of the expiration of the sixty (60) day period referred to in Section 11(a)(ii) and the Expiration Time. The Company may temporarily

suspend (with prompt written notice to the Rights Agent), for a period of time not to exceed ninety (90) calendar days, the exercisability

of the Rights in order to prepare and file a registration statement under the Securities Act and permit it to become effective. Upon

any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily

suspended, as well as a public announcement at such time as the suspension is no longer in effect. The Company shall promptly notify

the Rights Agent in writing whenever it makes a public announcement pursuant to this Section 9(b) and give the Rights Agent a

copy of such announcement. Until such written notice is received by the Rights Agent, the Rights Agent may presume conclusively that

no such suspension has occurred or such suspension is still in effect, as the case may be. Notwithstanding any provision of this Agreement

to the contrary, the Rights shall not be exercisable in any jurisdiction if the requisite qualification in such jurisdiction shall not

have been obtained or the exercise thereof shall not otherwise be permitted under applicable law or a registration statement under the

Securities Act (if required) shall not have been declared effective.

(c)

The Company covenants and agrees that it will take all such action as may be necessary to insure that all Units (or shares of Common

Stock or other securities) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such Units (or shares

of Common Stock or other securities) subject to payment of the Purchase Price (or the applicable portion thereof) in respect thereof,

be duly and validly authorized and issued and fully paid and nonassessable Units (and/or shares of Common Stock and other securities,

as the case may be) in accordance with applicable law.

(d)

The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and governmental

charges which may be payable in respect of the issuance or delivery of the Rights Certificates or of any Units (or shares of Common Stock

or other securities or property, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay

any tax or charge which may be payable in respect of any transfer or delivery of Rights Certificates to a Person other than, or the issuance

or delivery of certificates for Units (or shares of Common Stock or other securities or property, as the case may be) upon exercise of

Rights in a name other than that of, the registered holder of the Rights Certificate, and the Company and the Rights Agent shall not

be required to issue or deliver a Rights Certificate or certificate for Units (and/or shares of Common Stock or other securities or property,

as the case may be) to a Person other than the registered holder until any such tax or charge shall have been paid (any such tax or charge

being payable by the holder of such Rights Certificate at the time of surrender) or until it has been established to the Company’s

and the Rights Agent’s satisfaction that no such tax or charge is due.

Section

10. Securities Issuable Upon Exercise. Each Person in whose name any certificate for Units (or shares of Common Stock or other

securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record

of the Units (or shares of Common Stock or other securities, as the case may be) represented thereby on, and the certificate shall be

dated, the date upon which the Rights Certificate evidencing these Rights was duly surrendered and payment of the Purchase Price, or

the applicable portion thereof (and any applicable taxes and governmental charges), was made; provided, however, that if

the date of such presentation and payment is a date upon which the transfer books for the Units (or shares of Common Stock or other securities,

as the case may be) are closed, such Person shall be deemed to have become the record holder of such Units (or shares of Common Stock

or other securities) on, and such certificate shall be dated, the next succeeding Business Day on which the transfer books for the Units

(or shares of Common Stock or other securities) are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Rights

Certificate, as such, shall not be entitled to any rights of a stockholder of the Company with respect to shares for which the Right

shall be exercisable, including without limitation, the right to vote, to receive dividends or other distributions or to exercise any

preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Section

11. Adjustments to Number and Kind of Securities or Other Property, Number of Rights or Purchase Price. The number and kind of

securities or other property subject to purchase upon the exercise of each Right, the number of Rights outstanding and the Purchase Price

are subject to adjustment from time to time as provided in this Section 11.

(a)

(i) In the event that the Company shall at any time after the first public announcement by the Company of the adoption of the Original

Agreement (A) declare or pay any dividend on the shares of Preferred Stock payable in shares of Preferred Stock, (B) subdivide or split

the outstanding shares of Preferred Stock into a greater number of shares, (C) combine or consolidate the outstanding shares of Preferred

Stock into a smaller number of shares or effect a reverse split of the outstanding shares of Preferred Stock or (D) issue any shares

of its capital stock in a reclassification of the shares of Preferred Stock (including any such reclassification in connection with a

consolidation or merger in which the Company is the continuing or surviving corporation), then except as otherwise provided in this Section

11(a) and Section 7(e), the Purchase Price in effect at the time of the record date for the dividend or of the effective date

of the subdivision, split, combination, consolidation or reclassification, and the number of Units and the number and kind of other securities,

as the case may be, issuable on such date, shall be proportionately adjusted so that the holder of any Right exercised after such time

shall be entitled to receive, upon payment of the Purchase Price then in effect, the aggregate number of Units and/or the number and

kind of other securities as the case may be, which, if the Right had been exercised immediately prior to such date, whether or not such

Right was then exercisable, and at a time when the transfer books for the Preferred Stock (or other capital stock, as the case may be)

of the Company were open, such holder would have owned upon such exercise and been entitled to receive by virtue of the dividend, subdivision,

split, combination consolidation or reclassification. If an event occurs that would require an adjustment under both Section 11(a)(i)

and Section 11(a)(ii), the adjustment provided for in this Section 11(a)(i) shall be in addition to, and shall be made

prior to, any adjustment required pursuant to Section 11(a)(ii).

(ii)

In the event any Person at any time becomes an Acquiring Person (this event being referred to as a “Section 11(a)(ii) Event”),

then, proper provision shall be made so that, upon expiration of the Redemption Period and subject to Section 23, and except as

otherwise provided in Section 7(e), each holder of a Right shall, for a period of sixty (60) calendar days (or such longer period

as may be established by the Board) after the later of the occurrence of any such event and the effective date of an appropriate registration

statement under the Securities Act pursuant to Section 9, have a right to receive for each Right, upon exercise thereof in accordance

with the terms of this Agreement and payment of the Purchase Price (or the applicable portion thereof) such number of shares of Common

Stock as shall equal the result obtained by (x) multiplying the then current Purchase Price by the then number of Units for which a Right

was exercisable immediately prior to the first occurrence of a Section 11(a)(ii) Event (whether or not such Right was then exercisable),

and (y) dividing that product by 50% of the Current Market Price per share of Common Stock on the date of such first occurrence (such

number of shares of Common Stock is called the “Adjustment Shares”); provided, however, that the Purchase

Price and the number of Adjustment Shares shall be further adjusted as appropriate to reflect any stock split, reverse stock split, stock

dividend, reclassification or similar transaction effected by the Company, or as provided in this Agreement to reflect any other events,

occurring after the date of such first occurrence; and provided, further, that in connection with any exercise effected

pursuant to this Section 11(a)(ii), the Board may (but shall not be required to) determine that a holder of Rights shall not be

entitled to receive shares of Common Stock that would result in such holder, together with such holder’s Affiliates, becoming the

Beneficial Owner of 4.99% or more of the total number of shares of Common Stock then outstanding. If a holder would, but for the previous

clause, be entitled to receive a number of shares of Common Stock (such shares, the “Excess Flip-In Shares”), in lieu

of receiving such Excess Flip-In Shares, such holder will be entitled to receive an amount in (1) cash, (2) debt securities of the Company,

(3) other assets, or (4) any combination of the foregoing, having an aggregate value equal to the Current Market Price per share of Common

Stock on the date of the occurrence of a Section 11(a)(ii) Event multiplied by the number of Excess Flip-In Shares that would otherwise

have been issuable to such holder.

(iii)

In the event that the number of shares of Common Stock which are authorized by the Certificate of Incorporation, but not outstanding

and which are not reserved for issuance for purposes other than upon exercise of the Rights is not sufficient to permit the exercise

in full of the Rights for shares of Common Stock in accordance with Section 11(a)(ii) and the Rights shall become so exercisable,

to the extent permitted by applicable laws, each Right shall thereafter represent the right to receive, upon exercise thereof at the

Purchase Price, (x) a number of shares of Common Stock (up to the maximum number of shares of Common Stock which may be permissibly issued),

and (y) a number Units so that, when added together, the numbers in clauses (x) and (y) equal the number of Adjustment Shares. In the

event the number of shares of Common Stock and Preferred Stock which are authorized by the Certificate of Incorporation, but not outstanding

or reserved for issuance for purposes other than upon exercise of the Rights is insufficient to permit the exercise in full of the Rights

in accordance with the prior sentence and the Rights shall become so exercisable, to the extent permitted by applicable law, the Company

shall: (A) determine the value of the Adjustment Shares issuable upon the exercise of a Right (the “Current Value”)

and that value shall be conclusive for all purposes; and (B) with respect to each Right, upon exercise of such Right, issue shares of

Common Stock and Units to the extent available for the exercise in full of such Right and, to the extent shares of Common Stock or Units

are not so available, make adequate provision to substitute for the Adjustment Shares not received upon exercise of such Right: (1) other

equity securities of the Company (including, without limitation, shares, or units of shares, of preferred stock which, by virtue of having

dividend, voting and liquidation rights substantially comparable to the shares of Common Stock, are deemed in good faith by the Board

to have substantially the same value as one share of Common Stock (such shares are herein called “Share Equivalents”)

and whose determination shall be conclusive for all purposes); (2) debt securities of the Company; (3) other assets; (4) cash; or (5)

any combination of the foregoing as determined by the Board, having a value which, when added to the value of the number of the shares

of Common Stock and Units actually issued upon exercise of such Right, shall have an aggregate value equal to the Current Value, where

such aggregate value has been determined by the Board based upon the advice of a nationally recognized independent investment banking

firm selected by the Board; provided, however, if the Company shall not have made adequate provision to deliver shares

of Common Stock, Units and Share Equivalents pursuant to Section 11(a)(ii), the prior sentence of this paragraph and clause (B)

above within 50 calendar days following the Stock Acquisition Date, then, to the extent permitted by applicable law, the Company shall

be obligated to deliver, upon the surrender for exercise of a Right and without requiring payment of the Purchase Price, shares of Common

Stock (to the extent available), Units or Share Equivalents and then, if necessary, cash, debt securities, or other assets (in that order)

which shares, units, cash, debt securities and/or other assets have an aggregate value equal to the excess of the Current Value over

the Purchase Price, and provided, further, that the Board may (but shall not be required to) determine that a holder of Rights shall

not be entitled to receive equity securities under this Section 11(a)(iii) to the extent the Company determines the receipt thereof

could limit the Company’s ability to utilize the Tax Benefits. If the Board shall determine in good faith that it is likely that

sufficient additional shares of Common Stock, Units or Share Equivalents could be authorized for issuance upon exercise in full of the

Rights, the 50 calendar day period set forth above may be extended to the extent necessary, but not more than 120 calendar days after

the Stock Acquisition Date, in order that the Company may seek stockholder approval for the authorization of such additional shares or

Share Equivalents (such 50 calendar day period, as it may be extended, is called the “Substitution Period”). To the

extent that the Company determines that some action need be taken pursuant to the foregoing provisions of this Section 11(a)(iii),

the Company (x) shall provide, subject to Section 7(e), that this action shall apply uniformly to all outstanding and exercisable

Rights, and (y) may suspend the exercisability of the Rights until the expiration of the Substitution Period in order to seek any authorization

of additional shares and/or to decide the appropriate form of distribution to be made pursuant to the foregoing provisions of this Section

11(a)(iii) and, if necessary, to determine the value thereof. In the event of any such suspension, the Company shall issue a public

announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement (with a prompt

written notice thereof to the Rights Agent) at such time as the suspension is no longer in effect. For purposes of this Section 11(a)(iii),

the value of each Unit, each share of Common Stock and the per share or unit value of any Share Equivalent shall be deemed to equal the

Current Market Price of a share of Common Stock thereof as of the Stock Acquisition Date.

(b)

In case the Company shall fix a record date for the issuance of rights (other than the Rights), options or warrants to all holders of

shares of Preferred Stock entitling them to subscribe for or purchase (for a period expiring within forty-five (45) calendar days after

this record date) shares of Preferred Stock and/or securities having the same rights, privileges and preferences as the Preferred Stock

(“Equivalent Preferred Securities”) or securities convertible into Preferred Stock or Equivalent Preferred Securities

at a price per share of Preferred Stock or per unit of Equivalent Preferred Securities (or having a conversion price per share or unit,

if a security convertible into Preferred Stock or Equivalent Preferred Securities) less than the Current Market Price per share of Preferred

Stock on the record date, the Purchase Price to be in effect after the record date shall be determined by multiplying the Purchase Price

in effect immediately prior to the record date by a fraction, the numerator of which shall be the number of shares of Preferred Stock

outstanding on such record date, plus the number of shares of Preferred Stock which the aggregate offering price of the total number

of shares of Preferred Stock and/or units of Equivalent Preferred Securities (and/or the aggregate initial conversion price of the convertible

securities so to be offered) would purchase at that Current Market Price, and the denominator of which shall be the number of shares

of Preferred Stock outstanding on such record date, plus the number of additional shares of Preferred Stock and/or units of Equivalent

Preferred Securities to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially

convertible). In case the subscription price may be paid by delivery of consideration part or all of which may be in a form other than

cash, the value of the non-cash consideration shall be as determined in good faith by the Board, whose determination shall be described

in a statement filed with the Rights Agent. Shares of Preferred Stock and units of Equivalent Preferred Securities owned by or held for

the account of the Company shall not be deemed outstanding for the purpose of any such computation. This adjustment shall be made successively

whenever such a record date is fixed, and in the event that such rights, options, or warrants are not so issued, the Purchase Price shall

be adjusted to be the Purchase Price which would then be in effect if the record date had not been fixed.

(c)

In case the Company shall fix a record date for a distribution to all holders of shares of Preferred Stock (including any such distribution

made in connection with a consolidation, merger or share exchange in which the Company is the continuing corporation) of evidences of

indebtedness, cash (other than a regular periodic cash dividend), assets (other than a dividend payable in shares of Preferred Stock,

but including any dividend payable in stock other than Preferred Stock) or subscription rights or warrants (excluding those referred

to in Section 11(b)), the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase

Price in effect immediately prior to the record date by a fraction, the numerator of which shall be the Current Market Price per share

of Preferred Stock on the record date, less the fair market value (as determined in good faith by the Board, whose determination shall

be described in a statement filed with the Rights Agent) of the portion of the cash, assets or evidences of indebtedness so to be distributed

or of such subscription rights or warrants applicable to a share of Preferred Stock and the denominator of which shall be such Current

Market Price per share of Preferred Stock; provided, however, that in no event shall the consideration to be paid upon

exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company issuable upon the exercise of

one Right. These adjustments shall be made successively whenever such a record date is fixed; and in the event that the distribution

is not so made, the Purchase Price shall be adjusted to be the Purchase Price which would have been in effect if such record date had

not been fixed.

(d)

(i) For the purpose of any computation hereunder, other than computations made pursuant to Section 11(a)(iii), and subject to

Section 11(d)(ii), the “Current Market Price” per share of stock or unit of other securities on any date shall

be deemed to be the average of the daily closing prices per share of such stock or unit of other securities for the thirty (30) consecutive

Trading Days immediately prior to such date; provided, however, that in the event that the Current Market Price per share

of any stock or unit of other securities is determined during a period following the announcement by the issuer of that stock or other

security of (i) any dividend or distribution on such stock or other securities (other than a regular quarterly cash dividend and other

than the Rights), or (ii) any subdivision, split, combination or reclassification of that stock or other securities, and prior to the

expiration of the requisite thirty (30) Trading Day period, the ex-dividend date for the dividend or distribution, or the record date

for the subdivision, combination or reclassification occurs, then, and in each such case, the Current Market Price shall be properly

adjusted to take into account ex-dividend trading. The closing price for each day shall be the last sale price, regular way, or, in case

no such sale takes place on that day, the average of the closing bid and asked prices, regular way, in either case as reported in the

principal consolidated transaction reporting system with respect to shares of stock or units of securities listed or admitted to trading

on the NASDAQ, the NYSE, or the NYSE American or, if the shares of stock or units of any other securities are not listed or admitted

to trading on the NASDAQ, the NYSE, or the NYSE American, as reported in the principal consolidated transaction reporting system with

respect to shares of stock or units of other securities listed on the principal national securities exchange on which the shares of stock

or units of other securities are listed or admitted to trading or, if the shares of stock or units of other security are not listed or

admitted to trading on any national securities exchange, the last quoted sale price or, if not so quoted, the average of the high bid

and low asked prices in the over-the-counter market, as reported by any system then in use, or, if on any such date the shares of such

stock or units of such other security are not so quoted, the average of the closing bid and asked prices as furnished by a professional

market maker making a market in such stock or other securities selected by the Board; provided, that if such security is not listed

or quoted on the NASDAQ, the NYSE, or the NYSE American and the principal market for such securities is a non-U.S. securities exchange,

then the closing price for each day shall be determined by using the customary convention for determining the closing price of a security

on such exchange as determined by the Board (in which event the exchange rate of the relevant currency into U.S. dollars for each Trading

Day (as defined below) shall be determined by the Board). Subject to Section 11(d)(ii) with respect to Units, if such stock or

unit of other securities is not publicly held or not so listed, traded or quoted, “Current Market Price” per share

or other unit of such securities shall mean the fair value per share of stock or other unit 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 conclusive for all

purposes.

(ii)

For the purpose of any computation hereunder, the “Current Market Price” per Unit shall be determined in the same

manner as set forth above in paragraph (i) of this Section 11(d) (other than the last sentence thereof). If the Current Market

Price per Unit cannot be determined in the manner provided above because the Units are not publicly held, listed or traded or quoted

in a manner described in paragraph (i) of this Section 11(d), the “Current Market Price” per Unit shall be

conclusively deemed to be an amount equal to the Current Market Price per share of the Common Stock. If neither the shares of Common

Stock nor the Units are listed or traded or quoted as described in Section 11(d)(i), “Current Market Price”

per share thereof shall mean the fair value per share of Common Stock as determined in good faith by the Board, whose determination shall

be described in a statement filed with the Rights Agent and shall be conclusive for all purposes.

(e)

Anything herein to the contrary notwithstanding, no adjustment in the Purchase Price shall be required unless such adjustment would require

an increase or decrease of at least one percent (1%) in the Purchase Price; provided, however, that any adjustments which

by reason of this Section 11(e) are not required to be made shall be carried forward and taken into account in any subsequent

adjustment. All calculations under this Section 11 shall be made to the nearest cent or to the nearest thousandth of a Unit or

share of Common Stock or any other security, as the case may be. Notwithstanding the first sentence of this Section 11(e), any

adjustment required by this Section 11 shall be made no later than three years from the date of the transaction which mandates such adjustment.

(f)

If as a result of an adjustment made pursuant to Section 11(a)(ii), the holder of any Right thereafter exercised shall become

entitled to receive any securities other than Units, thereafter the number of the other securities so receivable upon exercise of any

Right and the Purchase Price thereof shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as

practicable to the provisions with respect to the shares of Preferred Stock and/or Units contained in Section 11(a), Section

11(b), Section 11(c), Section 11(d), Section 11(e), Section 11(g), Section 11(h), Section 11(i),

Section 11(j), Section 11(k), Section 11(l), and Section 11(m), and the provisions of Section 7, Section

9, Section 10, and Section 13 with respect to the shares of Preferred Stock and/or Units shall apply on like terms

to any such other shares.

(g)

All Rights originally issued by the Company subsequent to any adjustment made to the Purchase Price hereunder shall evidence the right

to purchase, at the adjusted Purchase Price, the number of Units (and/or other securities) purchasable from time to time hereunder upon

exercise of the Rights, all subject to further adjustment as provided herein.

(h)

Unless the Company shall have exercised its election as provided in Section 11(i), upon each adjustment of the Purchase Price

as a result of the calculations made in Section 11(b) and Section 11(c), each Right outstanding immediately prior to the

making of such adjustment shall thereafter evidence the right to purchase, at the adjusted Purchase Price, that number of Units (calculated

to the nearest one-thousandth) equal to the quotient obtained by (i) multiplying (x) the number of Units covered by a Right immediately

prior to this adjustment by (y) the Purchase Price in effect immediately prior to such adjustment of the Purchase Price, and (ii) dividing

the product so obtained by the Purchase Price in effect immediately after such adjustment of the Purchase Price.

(i)

The Company may elect on or after the date of any adjustment of the Purchase Price or any adjustment to the number of Units for which

a Right may be exercised, to adjust the number of Rights, in lieu of any adjustment in the number of Units purchasable upon the exercise

of a Right. Each of the Rights outstanding after the adjustment in the number of Rights shall be exercisable for the number of Units

for which a Right was exercisable immediately prior to such adjustment. Each Right held of record prior to such adjustment of the number

of Rights shall become that number of Rights (calculated to the nearest one thousandth) obtained by dividing the Purchase Price in effect

immediately prior to adjustment of the Purchase Price by the Purchase Price in effect immediately after adjustment of the Purchase Price.

The Company shall make a public announcement (with prompt written notice thereof to the Rights Agent) of its election to adjust the number

of Rights, indicating the record date for the adjustment, and, if known at the time, the amount of the adjustment to be made. This record

date may be the date on which the Purchase Price is adjusted or any date thereafter, but, if the Rights Certificates have been issued,

shall be at least ten (10) calendar days later than the date of the public announcement. If Rights Certificates have been issued, upon

each adjustment of the number of Rights pursuant to this Section 11(i), the Company shall, as promptly as practicable, cause to

be distributed to the registered holders of Rights Certificates on the record date Rights Certificates evidencing, subject to Section

13, the additional Rights to which the holders shall be entitled as a result of such adjustment, or, at the option of the Company,

shall cause to be distributed to such registered holders in substitution and replacement for the Rights Certificates held by such holders

prior to the date of adjustment, and upon surrender thereof, if required by the Company, new Rights Certificates evidencing all the Rights

to which such holders shall be entitled after such adjustment. Rights Certificates so to be distributed shall be issued, executed, and

countersigned in the manner provided for herein (and may bear, at the option of the Company, the adjusted Purchase Price) and shall be

registered in the names of the registered holders of Rights Certificates on the record date specified in the public announcement.

(j)

Irrespective of any adjustment or change in the Purchase Price or the number of Units issuable upon the exercise of the Rights, the Rights

Certificates theretofore and thereafter issued may continue to express the Purchase Price per Unit and the number of Units which were

expressed in the initial Rights Certificates issued hereunder.

(k)

Before taking any action that would cause an adjustment reducing the Purchase Price below the then par value, if any, attributable to

the Units, shares of Common Stock or other securities issuable upon exercise of the Rights, the Company shall use its best efforts to

take any corporate action, which may, in the opinion of its counsel, be necessary in order that the Company may validly and legally issue

fully paid and nonassessable Units, shares of Common Stock or other securities at such adjusted Purchase Price.

(l)

In any case in which this Section 11 shall require that an adjustment in the Purchase Price be made effective as of a record date

for a specified event, the Company may elect to defer (with prompt written notice thereof to the Rights Agent) until the occurrence of

such event the issuance to the holder of any Right exercised after such record date the Units and/or other securities of the Company,

if any, issuable upon such exercise over and above the Units and/or other securities of the Company, if any, issuable upon such exercise

on the basis of the Purchase Price in effect prior to such adjustment; provided, however, that the Company shall deliver

to such holder a due bill or other appropriate instrument evidencing such holder’s right to receive the additional Units and/or

other securities upon the occurrence of the event requiring such adjustment.

(m)

Anything in this Section 11 to the contrary notwithstanding, the Company shall be entitled to make such reductions in the Purchase

Price, in addition to those adjustments expressly required by this Section 11, as and to the extent that in its good faith judgment

the Board shall determine to be advisable in order that any (i) consolidation or subdivision of the Preferred Stock or Common Stock,

(ii) issuance wholly for cash of any shares of Preferred Stock or Common Stock at less than the Current Market Price, (iii) issuance

wholly for cash or shares of Common Stock, Preferred Stock or securities which by their terms are convertible into or exchangeable for

shares of Preferred Stock or Common Stock, (iv) stock dividends, or (v) issuance of rights, options or warrants referred to in this Section

11, hereafter made by the Company to holders of its Common Stock or Preferred Stock shall not be taxable to such stockholders.

(n)

The Company covenants and agrees that, after the Distribution Time, it will not, except as permitted by Section 22, Section

23, or Section 26, take (or permit any Subsidiary to take) any action if at the time such action is taken it is reasonably

foreseeable that such action will diminish substantially or eliminate the benefits intended to be afforded by the Rights.

(o)

Anything in this Agreement to the contrary notwithstanding, in the event that at any time after the date of the Original Agreement and

prior to the Distribution Time, the Company shall (i) declare or pay any dividend on the shares of Common Stock payable in shares of

Common Stock or (ii) effect a subdivision or split the outstanding shares of Common Stock into a greater number of shares of Common Stock

or (iii) combine or consolidate the outstanding shares of Common Stock into a small number of shares or effect a reverse split of the

outstanding shares of Common Stock, then in any such case, each share of Common Stock outstanding following payment of such dividend,

such subdivision, split, combination, consolidation or issuance shall continue to have one Right (as adjusted as otherwise provided herein)

associated therewith and the Purchase Price following any such event shall be proportionately adjusted to equal the result obtained by

multiplying the Purchase Price immediately prior to such event by a fraction, the numerator of which shall be the total number of shares

of Common Stock outstanding immediately prior to the occurrence of the event and the denominator of which shall be the total number of

shares of Common Stock outstanding immediately following the occurrence of such event. The adjustment provided for in the preceding sentence

shall be made successively whenever such a dividend is declared or paid or such a subdivision, combination or consolidation is effected.

Section

12. Certification of Adjustments. Whenever an adjustment is made as provided in Section 11, the Company shall (a) promptly

prepare a certificate setting forth the adjustment and a reasonably detailed statement of facts and computations accounting for such

adjustment, (b) promptly file with the Rights Agent and with each transfer agent for the shares of Common Stock and Preferred Stock a

copy of the certificate, and (c) if a Distribution Time has occurred, mail or cause the Rights Agent to mail a brief summary thereof

to each registered holder of a Rights Certificate (or, if prior to the Distribution Time, to each holder of record of shares of Common

Stock) in accordance with Section 25. Notwithstanding the foregoing sentence, the failure of the Company to prepare such certificate

or statement or make such filings or mailings shall not affect the validity of, or the force or effect of, the requirement for such adjustment.

The Rights Agent shall be fully protected in relying on such certificate, shall have no duty or liability with respect to any adjustment

therein contained, and shall not be deemed to have knowledge of any adjustment or events related thereto unless and until it shall have

received such certificate. Subject to the preceding sentence, any adjustment to be made pursuant to Section 11 shall be effective

as of the date of the event giving rise to the adjustment.

Section

13. Fractional Rights and Fractional Shares.

(a)

The Company shall not be required to issue fractions of Rights or to distribute Rights Certificates which evidence fractional Rights.

Units may, at the election of the Company, be evidenced by depositary receipts, pursuant to an appropriate agreement between the Company

and a depositary selected by it, provided that the agreement shall provide that the holders of the depositary receipts shall have

all the rights, privileges and preferences to which they are entitled as beneficial owners of the Units represented by the depositary

receipts. In lieu of such fractional Rights, the Company shall pay to the holders of record of the Rights Certificates with regard to

which the fractional Rights would otherwise be issuable an amount in cash equal to the same fraction of the then Current Market Value

of a whole Right.

(b)

The Company shall not be required to issue fractions of Units or other securities upon exercise of the Rights or to distribute certificates

which evidence fractional Units or other securities. In lieu of issuing fractions of Units or other securities, the Company shall pay

to the registered holders of Rights Certificates at the time the Rights Certificates are exercised as herein provided an amount in cash

equal to the same fraction of the then Current Market Value of a Unit or other securities, as the case may be.

(c)

The holder of a Right, by the acceptance of a Right, expressly waives his right to receive any fractional Right or fractional Unit or

other fractional securities (other than the fractional shares of Preferred Stock represented by Units) upon exercise of a Right.

(d)

Whenever a payment for fractional Rights or fractional shares is to be made by the Rights Agent under this Agreement, the Company shall

(i) promptly prepare and deliver to the Rights Agent a certificate setting forth in reasonable detail the facts related to such payments

and the prices and formulas utilized in calculating such payments; and (ii) provide sufficient funds 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 has

no duty with respect to, and will not be deemed to have knowledge of, any payment for fractional Rights or fractional shares under any

Section of this Agreement relating to the payment of fractional Rights or fractional shares unless and until the Rights Agent has received

such a certificate and sufficient monies.

Section

14. Rights of Action. All rights of action in respect of this Agreement, except those rights of action vested in the Rights Agent

pursuant to Section 17 and Section 19, are vested in the respective registered holders of the Rights Certificates (and,

prior to the Distribution Time, the holders of record of the Common Stock). Any registered holder of any Rights Certificate (or, prior

to the Distribution Time, the shares of Common Stock), without the consent of the Rights Agent or of the holder of any other Rights Certificate

(or, prior to the Distribution Time, any shares of Common Stock), may without the consent of the Rights Agent or of the holder of any

other Rights Certificate (or, prior to the Distribution Time, the registered holders of the Common Stock), on its own behalf and for

its own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company or any other Person to enforce,

or otherwise act in respect of, its right to exercise the Rights evidenced by the Rights Certificate in the manner provided in the Rights

Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically

acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement by the Company and,

accordingly, that they will be entitled to specific performance of the obligations under, and injunctive relief against actual or threatened

violations of, the obligations of the Company subject to this Agreement.

Section

15. Agreement of Right Holders. Every holder of a Right by accepting the same consents and agrees with the Company and the Rights

Agent and with every other holder of a Right that:

(a)

prior to the Distribution Time, the Rights will not be evidenced by a Rights Certificate and will be transferable only in connection

with the transfer of Common Stock;

(b)

from and after the Distribution Time, the Rights Certificates will be transferable only on the registry books of the Rights Agent if

surrendered at the office of the Rights Agent designated for such purposes, and with the appropriate forms and certificates properly

completed and duly executed, accompanied by a Signature Guarantee and such other documentation as the Rights Agent may reasonably request;

(c)

subject to Section 6 and Section 7(e), the Company and the Rights Agent may deem and treat the Person in whose name the

Rights Certificate (or, prior to the Distribution Time, the associated Common Stock certificate or Book Entry Shares) is registered as

the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Rights Certificate

or the associated Common Stock certificate (or notices provided to holders of Book Entry Shares) made by anyone other than the Company

or the Rights Agent or the transfer agent of the shares of Common Stock) for all purposes whatsoever, and neither the Company nor the

Rights Agent shall be affected by any notice to the contrary; and

(d)

notwithstanding anything in this Agreement to the contrary, neither the Company, its directors, officers, employees, and agents 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 Agreement by reason of any preliminary or permanent injunction or other order, decree, judgment or ruling (whether interlocutory

or final) issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or by

reason of any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, regulatory or administrative

agency or commission, prohibiting or otherwise restraining performance of such obligation.

Section

16. Rights Certificate Holder Not Deemed a Stockholder. No holder of a Right, as such, shall be entitled to vote, receive dividends

in respect of or be deemed for any purpose to be the holder of shares of Common Stock, Preferred Stock, Units or any other securities

of the Company which may at any time be issuable upon the exercise of the Rights, nor shall anything contained herein or in any Rights

Certificate be construed to confer upon the holder of any Rights Certificate, as such, any of the rights of a stockholder of the Company

or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or

withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided

in Section 24), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by such Rights

Certificate shall have been exercised in accordance with the provisions hereof.

Section

17. Concerning the Rights Agent.

(a)

The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder in accordance with a

fee schedule to be mutually agreed upon and, from time to time, on demand of the Rights Agent, reimbursement of its reasonable expenses

and counsel fees and disbursements and other disbursements incurred in the preparation, negotiation, delivery, amendment, administration,

and execution of this Agreement, and the exercise and performance of its duties hereunder.

(b)

The Company also agrees to indemnify the Rights Agent and its Affiliates and their respective employees, officers, and directors for,

and to hold it harmless against, any loss, damage, liability, demand, judgment, fine, penalty, claim, settlement, cost, or expense (including

the reasonable fees and expenses of legal counsel) that may be paid, incurred, or suffered by it, or to which it may become subject,

without gross negligence, bad faith, or willful misconduct on the part of the Rights Agent as each must be determined by a final non-appealable

judgment of a court of competent jurisdiction, for any action taken, suffered, or omitted by the Rights Agent in connection with the

execution, acceptance, administration, exercise, and performance of its duties under this Agreement, including reasonable attorneys’

fees and expenses and the costs and expenses of defending against any claim of liability arising therefrom, directly or indirectly, or

of enforcing its rights under this Agreement.

(c)

The Rights Agent shall be authorized and 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 Agreement and the exercise and performance of its duties hereunder

in reliance upon any Rights Certificate, certificate for shares of Common Stock or Preferred Stock, Units or other securities of the

Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate,

statement, or other paper or document reasonably believed by it to be genuine and to be duly signed, executed and, where expressly required

hereunder, guaranteed, verified, or acknowledged, by the proper Person or Persons, or otherwise upon the advice of counsel as set forth

herein. The Rights Agent shall not be deemed to have knowledge of any event of which it was supposed to receive notice thereof hereunder,

and the Rights Agent shall be fully protected and shall incur no liability for failing to take any action in connection therewith, unless

and until it has received such notice in writing.

The

provisions of this Section 17 and Section 19 shall survive the termination or expiration of this Agreement, the exercise,

termination, or expiration of the Rights and the resignation, replacement, or removal of the Rights Agent. The costs and expenses incurred

in enforcing this right of indemnification shall be paid by the Company. Anything to the contrary notwithstanding, in no event shall

the Rights Agent be liable for special, punitive, indirect, consequential, or incidental loss or damage of any kind whatsoever (including,

but not limited to, lost profits), even if the Rights Agent has been advised of the likelihood of such loss or damage. Notwithstanding

anything to the contrary herein, any liability of the Rights Agent under this Agreement shall be limited to the amount of fees (but not

including any reimbursed costs) paid by the Company to the Rights Agent during the twelve (12) months immediately preceding the event

for which recovery from the Rights Agent is being sought.

Section

18. 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 stockholder services business of the Rights Agent or any successor Rights Agent, shall be the successor to the Rights Agent under

this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto, provided that

such Person would be eligible for appointment as a successor Rights Agent under the provisions of Section 20. The purchase of

all or substantially all of the Rights Agent’s assets employed in the performance of the transfer agent activities shall be deemed

a merger or consolidation for purposes of this Section 18. In case at the time such successor Rights Agent shall succeed to the

agency created by this Agreement, any of the Rights Certificates shall have been countersigned but not delivered, any such successor

Rights Agent may adopt the countersignature of the predecessor Rights Agent and deliver such Rights Certificates so countersigned; and

in case at that time any of the Rights Certificates shall not have been countersigned, any successor Rights Agent may countersign such

Rights Certificates either in the name of the predecessor Rights Agent or in the name of the successor Rights Agent; and in all such

cases such Rights Certificates shall have the full force provided in the Rights Certificates and in this Agreement.

(b)

In case at any time the name of the Rights Agent shall be changed and at such time any of the Rights Certificates shall have been countersigned

but not delivered, the Rights Agent may adopt the countersignature under its prior name and deliver such Rights Certificates so countersigned;

and in case at that time any of the Rights Certificates shall not have been countersigned, the Rights Agent may countersign such Rights

Certificates either in its prior name or in its changed name; and in all such cases such Rights Certificates shall have the full force

provided in the Rights Certificates and in this Agreement.

Section

19. Duties of Rights Agent. The Rights Agent undertakes to perform only the duties and obligations expressly imposed by this Agreement

(and no implied duties and obligations) upon the following terms and conditions, by all of which the Company and the holders of Rights

Certificates, by their acceptance thereof, shall be bound:

(a)

The Rights Agent may consult with legal counsel (who may be legal counsel for the Company), and the advice or opinion of such counsel

shall be full and complete authorization and protection to the Rights Agent and the Rights Agent shall incur no liability for or in respect

of, any action taken, suffered or omitted by it, subject to Section 17(b) and in accordance with such advice or opinion.

(b)

Whenever in the performance of its duties under this Agreement the Rights Agent shall deem it necessary or desirable that any fact or

matter (including, without limitation, the identity of any Acquiring Person or Affiliate thereof and the determination of Current Market

Price) be proved or established by the Company prior to taking, suffering or omitting to take any action hereunder, such fact or matter

(unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established

by a certificate signed by one of the Appropriate Officers and delivered to the Rights Agent, and such certificate shall be complete

and full authorization and protection to the Rights Agent, and the Rights Agent will incur no liability for or in respect of any action

taken, suffered, or omitted to be taken in the absence of 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) by it pursuant

to the provisions of this Agreement in reliance upon such certificate. The Rights Agent shall have no duty to act without such certificate.

(c)

The Rights Agent shall not be liable for or by reason of any of the statements of fact or recitals contained in this Agreement or in

the Rights Certificates (except its countersignature thereof) or be required to verify the same, but all such statements and recitals

are and shall be deemed to have been made by the Company only.

(d)

The Rights Agent shall not have any liability for nor be under any responsibility in respect of the validity of this Agreement or the

execution and delivery hereof (except the due execution hereof by the Rights Agent) or in respect of the validity or execution of any

Rights Certificate (except its countersignature thereon); nor shall it be liable nor responsible for any breach by the Company of any

covenant or condition contained in this Agreement or in any Rights Certificate; nor shall it be liable or responsible for any adjustment

required under the provisions of Section 11, Section 13, or Section 23 or responsible for the manner, method or

amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment (except with respect

to the exercise of Rights evidenced by Rights Certificates after receipt of a certificate describing any such adjustment); nor shall

it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Preferred

Stock or Common Stock to be issued pursuant to this Agreement or any Rights Certificate or as to whether any shares of Preferred Stock

or Common Stock (or other securities, as the case may be) will, when issued, be validly authorized and issued, fully paid and nonassessable.

(e)

The Company agrees that it will perform, execute, acknowledge, and deliver or cause to be performed, executed, acknowledged, and delivered

all such further and other acts, instruments and assurances as may reasonably be required by the Rights Agent for the carrying out or

performing by the Rights Agent of the provisions of this Agreement.

(f)

The Rights Agent is hereby authorized and directed to accept instructions with respect to the performance of its duties hereunder from

any person reasonably believed by the Rights Agent to be one of the Appropriate Officers, and to apply to such officers for advice or

instructions in connection with its duties, and such instructions shall be full authorization and protection to the Rights Agent and,

subject to Section 17(b), the Rights Agent shall not be liable for any action taken, suffered, or omitted to be taken by it in

accordance with instructions of any such officer or for any delay in acting while waiting for those instructions. Any application by

the Rights Agent for written instructions from the Company may, at the option of the Rights Agent, set forth in writing any action proposed

to be taken, suffered or omitted to be taken by the Rights Agent under this Agreement and the date on and/or after which such action

shall be taken or such omission shall be effective. The Rights Agent shall be fully authorized and protected in relying upon the most

recent instructions received by any such officer, and shall not be liable for any action taken, suffered, or omitted to be taken by the

Rights Agent in accordance with a proposal included in any such application on or after the date specified in such application unless,

prior to taking any such action (or the effective date, in the case of an omission), the Rights Agent has received written instructions

in response to such application specifying the action to be taken or omitted. Notwithstanding anything in this Agreement to the contrary,

the Rights Agent shall not be required to take any instruction of the Company that the Rights Agent believes, in its sole discretion,

would cause the Rights Agent to take action that is illegal.

(g)

The Rights Agent and any stockholder, Affiliate, director, officer, or employee of the Rights Agent may buy, sell or deal in any of the

Rights or other securities of the Company or become pecuniarily interested in any transaction in which the Company may be interested,

or contract with or lend money to the Company or otherwise act as fully and freely as though it were not the Rights Agent under this

Agreement. Nothing herein shall preclude the Rights Agent and such Persons from acting in any other capacity for the Company or for any

other Person.

(h)

If, with respect to any Rights 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 completed

or indicates an affirmative response to clause 1 and/or 2 of such certificate, the Rights Agent shall not take any further action with

respect to such requested exercise of transfer without first consulting with the Company and the Rights Agent shall not be liable for

its failure to act or any delay in acting in compliance with this clause (h).

(i)

No provision of this Agreement shall require the Rights Agent to expend or risk its own funds or otherwise incur any financial liability

in the performance of any of its duties hereunder or in the exercise of its rights or powers (other than internal costs incurred by the

Rights Agent in providing services to the Company in the ordinary course of its business as Rights Agent and for which the Rights Agent

shall be compensated by the Company pursuant to Section 17(a)) if it believes that repayment of such funds or adequate indemnification

against such risk or liability is not reasonably assured to it.

(j)

The Rights Agent may execute and exercise any of the rights or powers hereby vested in it or perform any duty hereunder either itself

or by or through its attorneys or agents, and the Rights Agent shall not be liable, answerable, or accountable for any act, default,

neglect, or misconduct of any such attorneys or agents or for any loss to the Company, any holder of Rights, or any other Person resulting

from any such act, default, neglect, or misconduct, absent gross negligence, bad faith, or willful misconduct in the selection and continued

employment thereof, as each is determined by a final, non-appealable court judgment of a court of competent jurisdiction.

(k)

The Rights Agent shall not have any duty or responsibility in the case of the receipt of any written demand from any holder of Rights

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.

(l)

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 SEC or this Agreement, including without limitation obligations under applicable regulation

or law.

(m)

The Rights Agent shall not assume any obligations or relationship of agency or trust with any of the owners or holders of the Rights.

(n)

The Rights Agent may rely on, and be fully authorized and protected in acting or failing to act in reliance 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.

(o)

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 hereunder, the Rights Agent, may (upon notice to the Company

of such ambiguity or uncertainty), in its sole discretion, refrain from taking any action, and shall be fully protected and shall not

be liable in any way to the Company, the holder of any Rights Certificate. or any other Person for refraining from taking such action,

unless the Rights Agent receives written instructions signed by the Company which eliminates such ambiguity or uncertainty to the reasonable

satisfaction of Rights Agent.

(p)

The Rights Agent shall have no responsibility to the Company, any holders of Rights, or any other Person for interest or earnings on

any moneys held by the Rights Agent pursuant to this Agreement.

(q)

The Rights Agent shall not be required to take notice or be deemed to have notice of any event or condition hereunder, including any

event or condition that may require action by the Rights Agent, unless the Rights Agent shall be specifically notified in writing of

such event or condition by the Company, and all notices or other instruments required by this Agreement to be delivered to the Rights

Agent must, in order to be effective, be received by the Rights Agent as specified in Section 25 hereof, and in the absence of

such notice so delivered, the Rights Agent may conclusively assume no such event or condition exists.

Section

20. Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under

this Agreement upon thirty (30) calendar days’ notice in writing mailed to the Company and, to the extent the Rights Agent is not

the transfer agent of the shares of Common Stock, to each such transfer agent by registered or certified mail. The Company shall notify

the registered holders of any such change in Rights Agent. The Company may remove the Rights Agent or any successor Rights Agent (with

or without cause) upon thirty (30) calendar days’ notice in writing, mailed to the Rights Agent or any successor Rights Agent,

as the case may be, and to each transfer agent of the shares of Common Stock by registered or certified mail, and to the registered holders

of the Rights Certificates by mail. In the event a transfer agency relationship in effect between the Company and the Rights Agent terminates,

the Rights Agent will be deemed to have resigned automatically and be discharged from its duties under this Agreement as of the effective

date of such termination, and the Company shall be responsible for sending any required notice to holders. If the Rights Agent shall

resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the

Company shall fail to make such appointment within a period of thirty (30) calendar days after 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 registered holder of a Rights Certificate

(who shall, with such notice, submit such holder’s Rights Certificate for inspection by the Company), then the registered holder

of any Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights

Agent, whether appointed by the Company or by such a court, shall be (a) a Person organized and doing business under the laws of the

United States or any state of the United States so long as such Person is in good standing, is authorized to do business in such state,

is authorized under such laws to exercise stockholder services powers, is subject to supervision or examination by federal or state authority

and has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50,000,000, or (b) an Affiliate of

a Person described in clause (a) of this sentence. After appointment, the successor Rights Agent shall be vested with the same powers,

rights, duties and responsibilities as if it had been originally named as Rights Agent 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 shall execute

and deliver, if applicable, any further assurance, conveyance, act or deed necessary for that purpose, but such predecessor Rights Agent

shall not be required to make any additional expenditure or assume any additional liability in connection with the foregoing. Not later

than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and

each transfer agent of the Common Stock, and mail a notice thereof in writing to the registered holders of the Rights Certificates, if

any. Failure to give any notice provided for in this Section 20, 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

21. Issuance of New Rights Certificates. Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary,

the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by its Board to reflect

any adjustment or change in the Purchase Price and the number or kind or class of shares of stock or other securities or property purchasable

under the Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance

or sale of shares of Common Stock following the Distribution Time and prior to the Expiration Time, the Company (a) shall, with respect

to shares of Common Stock so issued or sold pursuant to the exercise of stock options or under any employee benefit plan or arrangement,

or upon the exercise, conversion or exchange of securities hereafter issued by the Company, and (b) may, in any other case, if deemed

necessary or appropriate by the Board, issue Rights Certificates representing the appropriate number of Rights in connection with such

issuance or sale; provided, however, that (i) no such Rights Certificate shall be issued if, and to the extent that, the

Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company

or the Person to whom such Rights Certificate would be issued, and (ii) no such Rights Certificate shall be issued, if, and to the extent

that, appropriate adjustment shall otherwise have been made in lieu of the issuance thereof.

Section

22. Redemption.

(a)

The Board may, at its option and in its sole discretion, at any time prior to the earlier of (i) the Close of Business on the tenth (10th)

calendar day following the Stock Acquisition Date (or, if the tenth (10th) calendar day following the Stock Acquisition Date occurs before

the Record Date, the Close of Business on the Record Date), and (ii) the Final Expiration Time (the “Redemption Period”),

direct the Company to, and if directed, the Company shall, redeem all but not less than all of the then outstanding Rights at a redemption

price of $0.001 per Right (the total amount paid to any holder of Rights to be rounded up to the nearest $0.01), as such amount may be

appropriately adjusted to reflect any stock split, reverse stock split, stock dividend, reclassification, or similar transaction effected

by the Company occurring after the date (such redemption price being hereinafter referred to as the “Redemption Price”).

The Company may, at its option, pay the Redemption Price in cash, Common Stock (based on the Current Market Price of the Common Stock

at the time of redemption), or any other form of consideration determined by the Board, in the exercise of its sole and absolute discretion,

to be at least equivalent in value to the Redemption Price. The redemption of the Rights may be made effective at such time, on such

basis and with such conditions as the Board, in its sole discretion, may establish. Notwithstanding anything to the contrary in this

Agreement, the Rights shall not be exercisable until such time as the Company’s right of redemption pursuant to this Section

22 has expired.

(b)

Immediately upon the action of the Board directing the Company to make the redemption of the Rights or, if the resolution of the Board

electing to redeem the Rights states that the redemption will not be effective until the occurrence of a specified future time or event,

upon the occurrence of such future time or event (the “Redemption Date”), and without any further action and without

any notice, the right to exercise the Rights will terminate, whether or not previously exercised, and each Right, whether or not previously

exercised, will thereafter represent only the right to receive the Redemption Price in cash, Common Stock or other form of consideration,

as determined by the Board, in the exercise of its sole and absolute discretion. Promptly after the action of the Board directing the

Company to make such redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and each registered

holder of the then outstanding Rights in accordance with Section 25. Any notice which is given in accordance with Section 25

shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the

payment of the Redemption Price will be made. Notwithstanding anything in this Section 22 to the contrary, the redemption of the

Rights as directed by the Board may be made effective at such time, on such a basis, and subject to such conditions as the Board, in

its sole and absolute discretion, may establish.

Section

23. Exchange.

(a)

The Board may, at its option and in its sole discretion, at any time and from time to time after the Distribution Time and prior to the

Expiration Time, authorize and direct the Company to, and if directed the Company shall, exchange all or part of the then-outstanding

and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 11(a)(ii))

for Common Stock at an exchange ratio of one share of Common Stock per Right, appropriately adjusted to reflect any stock split, reverse

stock split, stock dividend, reclassification, or similar transaction effected by the Company occurring after the first public announcement

by the Company of the adoption of this Agreement (such exchange ratio being hereinafter referred to as the “Exchange Ratio”

and such determination by the Board to effect such exchange, an “Exchange Determination”).

(b)

Notwithstanding the foregoing, (1) the Board shall not be empowered to effect an Exchange Determination at any time after any Person

(other than an Exempt Person), together with all Affiliates and Associates of such Person, shall have become the Beneficial Owner of

fifty percent (50%) or more of the Common Stock then outstanding; and (2) in connection with any Exchange Determination, the Board may

(but shall not be required to) determine that a holder of Rights shall not be entitled to receive shares of Common Stock that would result

in such holder, together with such holder’s Affiliates, becoming the Beneficial Owner of 4.99% or more of the shares of Common

Stock then outstanding. If a holder would, but for the proviso set forth in the previous sentence, be entitled to receive a number of

shares under this Section 23 that would otherwise result in such holder, together with such holder’s Affiliates, becoming

the Beneficial Owner of 4.99% or more of the shares of Common Stock then outstanding (such shares, the “Excess Exchange Shares”),

in lieu of receiving such Excess Exchange Shares, such holder will be entitled to receive an amount in (1) cash, (2) debt securities

of the Company, (3) other assets, or (4) any combination of the foregoing, having an aggregate value equal to the Current Market Price

per share of the Common Stock on the date of the Stock Acquisition Date or Distribution Time, as applicable, multiplied by the number

of Excess Exchange Shares that would otherwise have been issuable to such holder. Any such exchange will be effective immediately upon

the action of the Board ordering the same, unless such action of the Board expressly provides that such exchange will be effective at

a subsequent time or upon the occurrence or nonoccurrence of one or more specified events (in which case such exchange will be effective

in accordance with the provisions of such action of the Board). Without limiting the foregoing, prior to effecting an exchange pursuant

to this Section 23, the Board may enter into a Trust Agreement in such form and with such terms as the Board shall then approve

(the “Trust Agreement”). If the Board so directs, the Company shall enter into the Trust Agreement and shall issue

to the trust created by such agreement (the “Trust”) all of the Common Stock issuable pursuant to the exchange (or

any portion thereof that has not theretofore been issued in connection with the exchange). From and after the time at which such shares

are issued to the Trust, all stockholders then entitled to receive shares pursuant to the exchange shall be entitled to receive such

shares (and any dividends or distributions made thereon after the date on which such shares are deposited in the Trust) only from the

Trust and solely upon compliance with the relevant terms and provisions of the Trust Agreement. Any shares of Common Stock (or other

securities) issued at the direction of the Board in connection with an Exchange Determination shall be duly and validly authorized and

issued and fully paid and nonassessable Common Stock, and the Company shall be deemed to have received as consideration for such issuance

a benefit having a value that is at least equal to the aggregate par value of the shares of Common Stock (or other securities) so issued.

(c)

Immediately upon the action of the Board authorizing the Company to effect an Exchange Determination and without any further action and

without any notice, the right to exercise such Rights shall terminate and the only right thereafter of the holders of such Rights shall

be to receive that number of shares of Common Stock (or Units, as applicable) equal to the number of such Rights held by such holder

multiplied by the Exchange Ratio. The Company shall promptly give public notice of any such exchange (with prompt written notice 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 give notice of any such exchange to all of the registered holders of Rights in accordance

with Section 25 hereof. Any notice which is given in accordance with Section 25 hereof shall be deemed given, whether or

not the holder receives the notice. Each notice of exchange will state the method by which the exchange of shares of Common Stock (or

Units, as applicable) for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged.

(d)

Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become null and void pursuant

to the provisions of Section 7(e)) held by each registered holder of Rights.

(e)

With respect to any Exchange Determination effected pursuant to this Section 23, the Company, at its option, may, and to the extent

there are an insufficient number of authorized shares of Common Stock not reserved for any other purpose to exchange all of the outstanding

Rights, shall, substitute Units or Share Equivalents for some or all of the shares of Common Stock exchangeable for Rights, at the initial

rate of one Unit or Share Equivalent for each share of Common Stock. The Board shall not authorize any exchange transaction referred

to in Section 23(a) unless at the time such exchange is authorized there shall be sufficient shares of Common Stock (and/or Units

or Share Equivalents) issued but not outstanding, or authorized but unissued, to permit the exchange of Rights as contemplated in accordance

with this Section 23.

(f)

Notwithstanding anything in this Section 23 to the contrary, the exchange of the Rights as authorized by the Board may be made

effective at such time, on such a basis, and subject to such conditions as the Board in its sole and absolute discretion may establish.

Section

24. Notice of Proposed Actions.

(a)

In case the Company shall propose, at any time after the Distribution Time, (i) to pay any dividend to the holders of record of its shares

of Preferred Stock payable in stock of any class or to make any other distribution to the holders of record of its shares of Preferred

Stock (other than a regular periodic cash dividend out of earnings or retained earnings of the Company), (ii) to offer to the holders

of record of its shares of Preferred Stock options, warrants, or other rights to subscribe for or to purchase shares of Preferred Stock

(including any security convertible into or exchangeable for shares of Preferred Stock) or shares of stock of any class or any other

securities, options, warrants, convertible or exchangeable securities, or other rights, (iii) to effect any reclassification of its shares

of Preferred Stock or any recapitalization or reorganization of the Company, (iv) to effect any consolidation, combination, or merger

with or into, or any share exchange with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect

any sale or other transfer), in one or more transactions, of 50% or more of the assets, earning power or cash flow of the Company and

its Subsidiaries (taken as a whole) to, any other Person or Persons, or (v) to effect the liquidation, dissolution, or winding up of

the Company, then, in each such case, the Company shall give to the Rights Agent and, to the extent feasible, each registered holder

of a Rights Certificate in accordance with Section 25, a written notice of such proposed action, which shall specify the record

date for the purposes of such dividend or distribution, or the date on which such reclassification, recapitalization, reorganization,

consolidation, combination, merger, share exchange, sale or transfer of assets, liquidation, dissolution, or winding up is to take place

and the record date for determining participation therein by the holders of record of shares of Preferred Stock, if any such date is

to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least ten (10) calendar

days prior to the record date for determining holders of record of the shares of Preferred Stock for purposes of such action, and in

the case of any such other action, at least ten (10) calendar days prior to the date of the taking of such proposed action or the date

of participation therein by the holders of record of the shares of Preferred Stock, whichever shall be the earlier. The failure to give

notice required by this Section 24 or any defect therein shall not affect the legality or validity of the action taken by the

Company or the vote upon any such action.

(b)

In case a Section 11(a)(ii) Event is proposed, then, in any such case, the Company shall, as soon as practicable thereafter, give to

the Rights Agent and to each registered holder of Rights, to the extent feasible, in accordance with Section 25, notice of the

occurrence of such event or proposal of such transaction which notice shall specify the proposed event and the consequences of the event

to holders of Rights under Section 11(a)(ii), upon consummating such transaction, shall similarly give notice thereof to each

holder of Rights.

Section

25. Notices. Notices, instructions, or other communications (“Notices”) authorized or required by this Agreement

to be given or made by the Rights Agent or by the holder of any Rights Certificate (or, prior to the Distribution Time, of any Common

Stock) to or on the Company will be sufficiently given or made if in writing and sent by a recognized national overnight delivery service,

trackable mail, or by first-class mail, postage prepaid, properly addressed (in each case, until another address is filed in writing

with the Rights Agent by the Company) as follows:

Ocean

Power Technologies, Inc.

Engelhard Drive, Suite B

Monroe

Township, NJ 08831

Attention:

General Counsel

Subject

to the provisions of Section 20, any Notices authorized or required by this Agreement to be given or made by the Company or by

the holder of any Rights Certificate (or, prior to the Distribution Time, of any Common Stock) to or on the Rights Agent will be sufficiently

given or made if in writing and sent by a recognized national overnight delivery service, trackable mail, or by first-class mail, postage

prepaid, properly addressed (in each case, until another address is filed in writing with the Company by the Rights Agent) as follows:

Computershare

Trust Company, N.A.

150

Royall Street

Canton,

MA 02021

Attention:

Client Services

Notices

authorized or required by this Agreement to be given or made by the Company or the Rights Agent to the holders of Rights or Rights Certificates

(or, if prior to the Distribution Time, of any Common Stock) shall be sufficiently given or made if in writing and sent by a recognized

national overnight delivery service, trackable mail, or first-class mail, postage prepaid, addressed to such holder at the address of

such holder as shown on the transfer books of the Rights Agent or the Company or the transfer agent for the Common Stock. Any Notice

that is sent or mailed in the manner provided in this Section 25 will be deemed given whether or not the holder receives the notice.

Notwithstanding

anything to the contrary in this Agreement, prior to the Distribution Time, the issuance of a press release or the making of a publicly

available filing by the Company with the SEC will constitute sufficient Notice by the Rights Agent or the Company to the holders of securities

of the Company, including the Rights, for all purposes of this Agreement and no other Notice need be given.

Section

26. Supplements and Amendments. The Company may, from time to time, in its sole discretion, and the Rights Agent shall, if the

Company so directs in writing, supplement or amend any provision of this Agreement without the approval of any holders of the Rights

or shares of Common Stock, including, without limitation, in order to cure any ambiguity contained herein, to correct or supplement any

provision contained herein that may be defective or inconsistent with any other provisions contained herein, to make any change to or

delete any provision hereof, or to adopt any other provisions with respect to the Rights which the Company may deem necessary or desirable;

provided that from and after the Close of Business on the tenth (10th) calendar day following the Stock Acquisition

Date (or, if the tenth (10th) calendar day following the Stock Acquisition Date occurs before the Record Date, the Close of

Business on the Record Date), this Agreement shall not be amended or supplemented in any manner which would adversely affect the interests

of the holders of Rights (other than an Acquiring Person and its Affiliates and Associates and the transferees of the foregoing). Any

such supplement or amendment shall be evidenced in writing signed by the Company and the Rights Agent. Upon the delivery of a certificate

from an Appropriate Officer which states that the proposed supplement or amendment is in compliance with the terms of this Section

26, the Rights Agent must execute such supplement or amendment, with time being of the essence; provided that the failure

of the Rights Agent to execute such supplement or amendment on a timely basis or at all shall not limit the validity or effectiveness

of any action or determination of the Company or the Board that does not require the consent, approval, or agreement of the Rights Agent

pursuant to the terms of this Agreement. Notwithstanding anything contained herein to the contrary, the Rights Agent shall not be required

to enter into any supplement or amendment to this Agreement that it has reasonably determined would adversely affect its own rights,

duties, obligations, or immunities under this Agreement. No supplement or amendment to this Agreement shall be effective unless duly

executed by the Rights Agent. Notwithstanding anything contained in this Agreement to the contrary, it is hereby understood that the

right of the Board to extend the Distribution Time does not require any amendment or supplement to this Agreement.

Section

27. Exemption Requests. Any Person who desires to effect any acquisition of Common Stock that would, if consummated, result in

such Person Beneficially Owning 4.99% or more of the then outstanding Common Stock (or, in the case of an Existing Holder, additional

shares of Common Stock) (a “Requesting Person”) may, prior to the time such person would otherwise become an Acquiring

Person, request that the Board grant an exemption with respect to such acquisition (an “Exemption Request”) so that

such Person would be deemed to be an “Exempt Person” under subsection (iv) of Section 1(w), subject to the

conditions and limitations set forth in such subsection. An Exemption Request shall be in proper written form and shall be delivered

by registered mail, return receipt requested, to the Secretary of the Company at the principal executive offices of the Company. To be

in proper form, an Exemption Request shall set forth (i) the name and address of the Requesting Person, (ii) the number and percentage

of Common Stock then Beneficially Owned by the Requesting Person, together with all Affiliates and Associates of the Requesting Person,

and (iii) a reasonably detailed description of the transaction or transactions by which the Requesting Person would propose to acquire

Beneficial Ownership of Common Stock that would result in such Requesting Person holding Beneficial Ownership of 4.99% or more of the

Common Stock then outstanding and the maximum number and percentage of Common Stock that the Requesting Person proposes to acquire. The

Board shall endeavor to respond to an Exemption Request within twenty (20) Business Days after receipt of such Exemption Request; provided,

that the failure of the Board to make a determination within twenty (20) Business Days after receipt of an Exemption Request shall be

deemed to constitute denial by the Board of the Exemption Request. The Requesting Person shall respond promptly to reasonable requests

for additional information from the Company or the Board and its advisors to assist the Board in making its determination. Subject to

the provisions of this Section 27, the determination of the Board (or a committee thereof) with respect to whether to grant or

deny any Exemption Request shall be in its sole and absolute discretion. Further, the Board (or a committee thereof) shall have the sole

and absolute discretion to establish and/or modify the process by which a Requesting Person may submit an Exemption Request, including,

without limitation, the required form of an Exemption Request. The Board (or a committee thereof) shall only grant an exemption in response

to an Exemption Request if the Board (or a committee thereof) determines in its sole and absolute discretion that the acquisition of

Beneficial Ownership of Common Stock by the Requesting Person does not create a significant risk of material adverse tax consequences

to the Company or the Board otherwise determines in its sole and absolute discretion that the exemption is in the best interests of the

Company. Any exemption granted by the Board (or a committee thereof) hereunder may be granted in whole or in part, and may be subject

to limitations or conditions (including a requirement that the Requesting Person agree that it will not acquire Beneficial Ownership

of shares of Common Stock in excess of the Exempted Amount), in each case as and to the extent the Board (or a committee thereof) shall

determine, in its sole and absolute discretion, to be necessary or desirable to preserve the availability to the Company of the Tax Benefits

or is otherwise in the best interests of the Company. The Exemption Request shall be considered and evaluated by the directors who are

independent of the Requesting Person and disinterested with respect to the Exemption Request and the action of a majority of such directors

shall be deemed to be the determination of the Board for purposes of such Exemption Request. The Company shall promptly notify the Rights

Agent of any exemption granted under this Section 27.

Section

28. Successors. All of the covenants and provisions of this Agreement by or for the benefit of the Company or the Rights Agent

shall bind and inure to the benefit of their respective successors and assigns hereunder.

Section

29. Benefits of this Agreement. Nothing in this Agreement shall be construed to give to any Person other than the Company, the

Rights Agent, and the registered holders of the Rights Certificates (and, prior to the Distribution Time, the registered holders of shares

of Common Stock) any legal or equitable right, remedy, or claim under this Agreement, but this Agreement shall be for the sole and exclusive

benefit of the Company, the Rights Agent, and the registered holders of the Rights Certificates (and, prior to the Distribution Time,

the shares of Common Stock).

Section

30. Severability. If any term, provision, covenant, or restriction of this Agreement is held by a court of competent jurisdiction

or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement

shall remain in full force and effect and shall in no way be affected, impaired or invalidated; provided, however, that notwithstanding

anything in this Agreement to the contrary, if any such excluded term, provision, covenant or restriction shall materially and adversely

affect the rights, immunities, duties or obligations of the Rights Agent, the Rights Agent shall be entitled to resign immediately upon

written notice to the Company pursuant to the requirements of Section 25 of this Agreement; and provided, further, that notwithstanding

anything in this Agreement to the contrary, if any such term, provision, covenant or restriction is held by such court or authority to

be invalid, void, or unenforceable and the Board determines in its good faith judgment that severing the invalid language from this Agreement

would adversely affect the purpose or effect of this Agreement, the right of redemption set forth in Section 22 shall be reinstated

and shall not expire until the Close of Business on the tenth (10th) Business Day following the date of such determination by the Board.

Section

31. Governing Law; Exclusive Jurisdiction; Waiver of Jury Trial.

(a)

Governing Law. This Agreement, each Right, and each Rights Certificate issued hereunder, and all claims or causes of action (whether

in contract or in tort or otherwise, or whether at law (including at common law or by statute) or in equity) that may be based on, arise

out of or relate to this Agreement, each Right and each Rights Certificate, or the negotiation, execution, performance, or subject matter

of this Agreement, shall be governed by and construed in accordance with the laws of the State of Delaware applicable to contracts made

and to be performed entirely within such jurisdiction and without giving effect to the principles of conflicts of law or choice of law

thereof or of any other jurisdiction to the extent that such principles would require or permit the application of the laws of another

jurisdiction.

(b)

Exclusive Jurisdiction.

(i)

The Company, the Rights Agent, and the registered holders of Rights Certificates (and, prior to the Distribution Time, the registered

holders of shares of Common Stock) each irrevocably submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware,

or, if such court shall lack subject matter jurisdiction, the Superior Court of the State of Delaware, or, if such court shall lack jurisdiction,

the United States District Court for the District of Delaware, over any suit, action, or proceeding arising out of or relating to or

concerning this Agreement. Failure to enforce the immediately preceding sentence would cause the Company irreparable harm and the Company

shall be entitled to equitable relief, including injunctive relief and specific performance, to enforce the immediately preceding sentence.

Notwithstanding the foregoing, the Company and the Rights Agent may mutually agree (with each party acting in its sole discretion) to

a jurisdiction other than the State of Delaware for any litigation directly between the Company and the Rights Agent arising out of or

relating to this Agreement. The Rights Agent and any person or entity purchasing or otherwise acquiring or holding any interest in shares

of capital stock of the Company (including, for the avoidance of doubt, any Rights) shall be deemed to have notice of and consented to

the provisions of this Section 31(b)(i).

(ii)

The Company, the Rights Agent, and the registered holders of Rights Certificates (and, prior to the Distribution Time, the registered

holders of shares of Common Stock) each waive, to the fullest extent permitted by applicable law, any objection that they now or may

in the future have to personal jurisdiction or to the laying of venue of any such suit, action or proceeding brought in any court referred

to in Section 31(b)(i) (or the appellate courts thereof). The Company, the Rights Agent, and the registered holders of Rights

Certificates (and, prior to the Distribution Time, the registered holders of shares of Common Stock) each undertake not to commence any

action subject to this Agreement in any forum other than the forum described in Section 31(b)(i). The Company, the Rights Agent,

and the registered holders of Rights Certificates (and, prior to the Distribution Time, the registered holders of shares of Common Stock)

each 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.

(c)

Waiver of Jury Trial. THE COMPANY, THE RIGHTS AGENT, AND THE REGISTERED HOLDERS OF RIGHTS CERTIFICATES (AND, PRIOR TO THE DISTRIBUTION

TIME, THE REGISTERED HOLDERS OF SHARES OF COMMON STOCK) EACH IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING

OR COUNTERCLAIM ARISING OUT OF THIS AGREEMENT.

Section

32. Counterparts. This Agreement and any supplements or amendments hereto may be executed in any number of counterparts and each

of such counterparts will for all purposes be deemed to be an original, and all such counterparts will together constitute one and the

same instrument, it being understood that all parties need not sign the same counterpart. A signature to this Agreement executed or transmitted

electronically (including by fax and .pdf) will have the same authority, effect, and enforceability as an original signature. No party

hereto may raise the use of such electronic transmission to deliver a signature, or the fact that any signature or agreement or instrument

was transmitted or communicated through such electronic transmission, as a defense to the formation of a contract, and each party forever

waives any such defense, except to the extent such defense relates to lack of authenticity.

Section

33. Interpretation.

(a)

References to this Agreement. Unless the context of this Agreement otherwise requires, (i) when a reference is made in this Agreement

to an Article, Section, Schedule, or Exhibit, that reference is to an Article, Section, Schedule, or Exhibit to this Agreement, as applicable,

and (ii) references to “paragraphs” or “clauses” are to separate paragraphs or clauses of the Section or subsection

in which the reference occurs. All Exhibits attached to this Agreement or referred to in this Agreement are incorporated in and made

a part of this Agreement.

(b)

Hereof, Including, etc. When used in this Agreement, (i) the words “hereof,” “herein” and “herewith”

and words of similar import will, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular

provision of this Agreement; and (ii) the words “include,” “includes” and “including” will be deemed

in each case to be followed by the words “without limitation.”

(c)

Neither, etc. Not Exclusive. Unless the context of this Agreement otherwise requires, “neither,” “nor,”

“any,” “either,” and “or” are not exclusive.

(d)

Extent. The word “extent” in the phrase “to the extent” means the degree to which a subject or other thing

extends and does not simply mean “if.”

(e)

Dollars. When used in this Agreement, references to “$” or “Dollars” are references to U.S. dollars.

(f)

Gender and Number. The meaning assigned to each capitalized term defined and used in this Agreement is equally applicable to both

the singular and the plural forms of such term, and words denoting any gender include all genders. Where a word or phrase is defined

in this Agreement, each of its other grammatical forms has a corresponding meaning. All terms defined in this Agreement will have the

defined meanings when used in any certificate or other document made or delivered pursuant to this Agreement unless otherwise defined

in such certificate or document.

(g)

References to Parties. References to any Person include references to such Person’s successors and permitted assigns, and,

in the case of any governmental authority, to any Person succeeding to its functions and capacities.

(h)

References to Writings. References to “writing” mean the representation or reproduction of words, symbols, or other

information in a visible form by any method or combination of methods, whether in electronic form or otherwise. “Written”

will be construed in the same manner.

(i)

Legislation. A reference to any specific legislation or to any provision of any legislation includes any amendment to, and any

modification, re-enactment, or successor thereof, any legislative provision substituted therefor and all rules, regulations and statutory

instruments issued thereunder or pursuant thereto.

(j)

Headings. The table of contents and headings set forth in this Agreement are for convenience of reference purposes only and will

not affect or be deemed to affect in any way the meaning or interpretation of this Agreement or any term or provision of this Agreement.

(k)

Calculation of Time Periods. Unless otherwise indicated, (i) when calculating the period of time before which, within which or

following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such

period will be excluded; (ii) the measure of a period of one month or year for purposes of this Agreement will be the day of the following

month or year corresponding to the starting date; and (iii) if no corresponding date exists, then the end date of such period being measured

will be the next actual day of the following month or year (for example, one month following February 18 is March 18 and one month following

March 31 is May 1). References to “from” or “through” any date mean, unless otherwise specified, from and including

or through and including such date, respectively.

(l)

Nature of Days and Months. Whenever this Agreement refers to a number of days, that number will refer to calendar days unless

Business Days are specified. Any reference to a “month” means a calendar month.

(m)

Summaries. No summary of this Agreement or any Exhibit, Schedule or other document delivered with this Agreement will affect the

meaning or interpretation of this Agreement or such Exhibit, Schedule, or document.

Section

34. Determination and Actions by the Board, etc. Except with respect to the rights, immunities, duties, or obligations of the

Rights Agent hereunder, the Board (or an authorized committee thereof) shall have the exclusive power and authority to administer this

Agreement and to exercise all rights and powers specifically granted to the Board or the Company pursuant to this Agreement, or as may

be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (a) interpret

the provisions of this Agreement, and (b) make all determinations or judgments deemed necessary or advisable for the administration of

this Agreement (including, without limitation, a determination as to whether to redeem or not redeem the Rights or to amend or supplement

this Agreement) or as otherwise contemplated by this Agreement. Without limiting any of the rights and immunities of the Rights Agent,

all such actions, calculations, interpretations, judgments, and determinations that are done or made by the Board in good faith will

be final, conclusive, and binding on the Company, the Rights Agent, the holders of Rights Certificates, and all other Persons. In administering

this Agreement and exercising the rights and powers specifically granted to the Board and to the Company, and in interpreting this Agreement

and making any determination under this Agreement, the Board (or an authorized committee thereof) may consider any and all facts, circumstances,

or information that it deems to be necessary, useful, or appropriate. The Rights Agent is always entitled to assume that the Board acted

in good faith and will be fully protected and incur no liability in reliance thereon. For all purposes of this Agreement and to the extent

permitted by law, any action taken by a duly authorized committee or subcommittee of the Board shall be deemed to be an action taken

by the Board.

Section

35. Force Majeure. Notwithstanding anything to the contrary contained herein, the Rights Agent will not have any liability for

not performing, or a delay in the performance of, any act, duty, obligation or responsibility by reason of any occurrence beyond the

reasonable control of the Rights Agent (including, without limitation, any act or provision or any present or future law or regulation

or governmental authority, any act of God, epidemics, pandemics, war, civil or military disobedience or disorder, riot, rebellion, terrorism,

insurrection, fire, earthquake, storm, flood, strike, work stoppage, interruptions or malfunctions of computer facilities, loss of data

due to power failures or mechanical difficulties, labor dispute, accident, or failure or malfunction of any utilities communication or

computer services, or similar occurrence.

Section

36. Further Assurances. The Company shall perform, acknowledge, and deliver or cause to be performed, acknowledged, and delivered

all such further and other acts, documents, instruments, and assurances as may be reasonably required by the Rights Agent for the carrying

out or performing by the Rights Agent of the provisions of this Agreement.

Section

37. USA Patriot Act. The Company acknowledges that the Rights Agent is subject to the customer identification program requirements

pursuant to 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, the Rights Agent has received information

from the Company that will help the Rights Agent to identify the Company, including the Company’s physical address, tax identification

number, organizational documents, certificate of good standing, license to do business or such other information that the Rights Agent

deems necessary and, pending verification of such received information, the Rights Agent may request additional such information. The

Company agrees to provide all reasonably requested information necessary for the Rights Agent to verify the Company’s identity

in accordance with such customer identification program requirements.

Section

38. Prior Agreement. This Agreement amends and restates in its entirety the Original Agreement and the terms and provisions of

the Original Agreement are superseded hereby.

[Signature

Page Follows]

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

OCEAN POWER TECHNOLOGIES, INC.

By:

/s/ Philipp Stratmann

Name:

Philipp Stratmann

Title:

President and Chief Executive Officer

COMPUTERSHARE TRUST COMPANY, N.A., AS RIGHTS

AGENT

By:

/s/ Ralph Stock

Name:

Ralph Stock

Title:

Manager, Relationship Management

[Signature

Page to Section 382 Tax Benefits Preservation Plan]

EXHIBIT

AMENDED

AND RESTATED CERTIFICATE OF DESIGNATIONS

SERIES A PARTICIPATING PREFERRED STOCK

OCEAN POWER TECHNOLOGIES, INC.

Pursuant

to Section 151 of the Delaware General Corporation Law

Ocean

Power Technologies, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law

of the State of the Delaware, as amended (the “DGCL”), hereby certifies:

That

pursuant to the authority vested in the Board of Directors of the Corporation (the “Board”) in accordance with Article

FOURTH of the Certificate of Incorporation of the Corporation (as heretofore amended, the “Certificate of Incorporation”),

the Board, on June 29, 2023, adopted a resolution authorizing the creation of a series of 100,000 shares of Preferred Stock designated

as “Series A Participating Preferred Stock” and the Certificate of Designations for the Series A Participating Preferred

Stock was filed with the Secretary of State of Delaware on June 30, 2023 (the “Series A Certificate”);

That

no shares of Series A Participating Preferred Stock have been issued; and

That

pursuant to the authority conferred upon the Board by the Certificate of Incorporation, on June 29, 2026, the Board adopted the following

resolution for purposes of amending and restating the Series A Certificate:

RESOLVED,

that pursuant to the authority vested in the Board of the Corporation in accordance with the provisions of the Certificate of Incorporation,

as amended, the Certificate of Designations, filed with the Secretary of State of Delaware on June 30, 2023, which created a series of

Preferred Stock, par value $0.001 per share, of the Corporation designated as “Series A Participating Preferred Stock” (such

Certificate of Designations, the “Series A Certificate”), be and hereby is amended and restated in its entirety as

set forth herein, and the terms of the Series A Participating Preferred Stock be and hereby are amended and restated in their entirety

such that the powers, designations, number of shares, preferences, and the relative participating, optional, and other special rights,

and the qualifications, limitations, and restrictions of the Series A Participating Preferred Stock are as follows:

Designation and Amount. The shares of such series shall be designated as “Series A Junior Participating Preferred Stock”

(the “Series A Preferred Stock”). The Series A Preferred Stock shall have a par value of $0.001 per share and the

number of shares constituting the Series A Preferred Stock shall be 700,000. Such number of shares may be increased or decreased by resolution

of the Board of Directors prior to issuance; provided, that no decrease shall reduce the number of shares of the Series A Preferred

Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of

outstanding options, rights, or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into

the Series A Preferred Stock; provided, further, that if more than a total of 700,000 shares of Series A Preferred Stock shall

be issuable upon the exercise of Rights (the “Rights”) issued pursuant to the Section 382 Tax Benefits Preservation

Plan, dated as of June 29, 2023, as amended and restated as of June 29, 2026, by and between the Corporation and Computershare Trust

Company, N.A., a federally chartered trust company, as Rights Agent, the Board of Directors of the Corporation, pursuant to Section 151(g)

of the DGCL, shall direct by resolution or resolutions that a certificate be properly executed, acknowledged, filed, and recorded, in

accordance with the provisions of Section 103 of the DGCL, 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 of Incorporation then permits) to the largest number of whole shares

(rounded up to the nearest whole number) issuable upon exercise of such Rights.

A-1

Dividends and Distributions.

(a)

Subject to the rights of the holders of any shares of any series of Preferred Stock of the Corporation (the “Preferred Stock”)