Form 8-K

8-K — Sonoma Pharmaceuticals, Inc.

Accession: 0001683168-26-007657

Filed: 2026-10-06

Period: 2026-10-06

CIK: 0001367083

SIC: 3841 (SURGICAL & MEDICAL INSTRUMENTS & APPARATUS)

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: Financial Statements and Exhibits

Documents

8-K — sonoma_8k.htm (Primary)

EX-3.1 — AMENDED AND RESATED CERTIFICATE OF DESIGNATION (sonoma_ex0301.htm)

EX-4.1 — SECTION 382 RIGHTS AGREEMENT (sonoma_ex0401.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

Filename: sonoma_8k.htm · Sequence: 1

Sonoma Pharmaceuticals, Inc. 8-K

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2026-10-06

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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) October 6,

2026

SONOMA

PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-33216

68-0423298

(State or other jurisdiction

(Commission

(IRS Employer

of incorporation)

File Number)

Identification No.)

5445

Conestoga Court, Suite

150

Boulder, CO 80301

(Address of principal executive offices)

(Zip Code)

(800) 759-9305

(Registrant’s telephone number, including

area code)

Not applicable.

(Former name or former address, if changed since

last report)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General

Instruction A.2. below):

☐

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

SNOA

The Nasdaq Stock Market LLC

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 ☐

If 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.

Item 3.03

Material Modification to Rights of Security Holders.

Item 5.03

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

On October 6, 2026, our board of directors approved, and we entered

into, a Section 382 rights agreement, or the Rights Agreement, with Computershare Inc., or the Rights Agent. The Rights Agreement replaces

our Section 182 rights agreement dated October 18, 2016, which expires by its terms on October 18, 2026. The Rights Agreement provides

for a dividend of one preferred stock purchase right, or a Right, for each share of common stock, par value $0.0001 per share, of the

Company outstanding on October 13, 2026, or the Record Date. Each Right entitles the holder to purchase from us one one-thousandth of

a share of Series B Preferred Stock, par value $0.0001 per share, or the Preferred Stock, for a purchase price of $10.00, subject to adjustment

as provided in the Rights Agreement. The description and terms of the Rights are set forth in the Rights Agreement.

In connection with the adoption of the Rights Agreement, our board

of directors adopted an Amended and Restated Certificate of Designation of Series B Preferred Stock. The Amended and Restated Certificate

of Designation was filed with the Secretary of State of the State of Delaware and became effective on October 6, 2026.

Our board of directors adopted the Rights Agreement to protect shareholder

value by guarding against a potential limitation on our ability to use our net operating loss carryforwards, or NOLs, and other tax benefits,

which may be used to reduce potential future income tax obligations. We have experienced and continue to experience substantial operating

losses, and under the Internal Revenue Code of 1986, as amended, and rules promulgated thereunder, we may “carry forward”

these NOLs and other tax benefits in certain circumstances to offset any current and future earnings and thus reduce our income tax liability,

subject to certain requirements and restrictions. To the extent that the NOLs and other tax benefits do not otherwise become limited,

we believe that we will be able to carry forward a significant amount of NOLs and other tax benefits, and therefore these NOLs and other

tax benefits could be a substantial asset to us. However, if we experience an “ownership change,” as defined in Section 382

of the Code, our ability to use our NOLs and other tax benefits will be substantially limited. Generally, an ownership change would occur

if our shareholders who own, or are deemed to own, 5% or more of our common stock increase their collective ownership in the Company by

more than 50% over a rolling three-year period.

The following description of the terms of the Amended and Restated

Certificate of Designation and the Rights Agreement do not purport to be complete and are qualified in its entirety by reference to the

full text of the Amended and Restated Certificate of Designation and the Rights Agreement, copies of which are filed herewith as Exhibit

3.1 and 4.1 and are incorporated herein by reference.

Effectiveness. The Rights Agreement became effective on October

6, 2026, or the Effective Date. Upon and following the Effective Date, Rights will be issued in respect of all outstanding shares of common

stock on the Record Date, and for all shares of common stock that become outstanding after the Record Date and, subject to the next sentence,

prior to the earliest of the Distribution Date (as defined below), the redemption of the Rights or the Expiration Date (as defined below).

Rights may be distributed with respect to shares of common stock that become outstanding after the Distribution Date only in certain limited

circumstances as described in the Rights Agreement (such as the issuance of common stock pursuant to stock options, employee compensation

or benefit plans and convertible securities).

Term. The Rights will expire on the earliest of (a) October

6, 2036, or (b) such earlier date as the NOLs and other tax benefits have expired or been exhausted, unless earlier redeemed or exchanged

by the Company as provided below, as more fully set forth in the Rights Agreement.

Exercisability. Initially, the Rights will not be exercisable.

The Rights will become exercisable upon the earlier of the following dates, further referred to as the Distribution Date:

· on the tenth calendar day after such date that we learn that (a) a person

or group beneficially owns (as defined in the Rights Agreement) 4.99% or more of the outstanding common stock or (b) a Grandfathered Person

(as defined below) has exceeded its Grandfathered Percentage (as defined below) by 0.5% of the outstanding shares of common stock, or

an Acquiring Person; and

· such date, if any, as may be designated by our board of directors following

the commencement of, or first public disclosure of an intention to commence, a tender or exchange offer for outstanding common stock which

could result in a person or group becoming an Acquiring Person.

Grandfathered Persons. Any person or group, a Grandfathered

Person, that beneficially owned (as disclosed in public filings) 4.99% or more of the outstanding common stock as of October 6, 2026,

or Grandfathered Percentage, will not be deemed an Acquiring Person, so long as such person or group does not exceed its Grandfathered

Percentage by 0.5% of the outstanding shares of common stock.

If a Grandfathered Person sells or otherwise disposes of its common

stock, its Grandfathered Percentage will be the lesser of (a) its Grandfathered Percentage immediately prior to the sale or other disposition

or (b) the percentage of common stock beneficially owned by the Grandfathered Person immediately following the sale or other disposition.

If at any time a Grandfathered Person beneficially owns less than 4.99%

of the outstanding shares of common stock it will cease to be a Grandfathered Person under the Rights Agreement.

Exempt Persons and Exempt Transactions. Prior to someone become

an Acquiring Person, our board of directors can determine that any person or group which would otherwise be an Acquiring Person can be

exempted from becoming an Acquiring Person or any transaction that would result in someone becoming an Acquiring Person, can be exempted

in determining whether someone has become an Acquiring Person. After someone has become an Acquiring Person, our board of director’s

ability to grant an exemption is generally limited to circumstances where a person or group has inadvertently become an Acquiring Person.

Before granting an exemption, we may require that a person or group make certain representations, undertakings or covenants.

Rights Certificates and Detachability. Prior to the Distribution

Date, the Rights will be evidenced by the certificates for shares of common stock, and the Rights will be transferable only with the related

common stock (or, in the case of uncertificated common stock, the applicable record of ownership) and will be automatically transferred

with any transfer of the related common stock. After the Distribution Date, the Rights will “detach” from the common stock

and will be separately transferable.

Terms of Preferred Stock. The terms of the Preferred Stock issuable

upon exercise of the Rights are designed so that each 1/1000th of a share of Preferred Stock is the economic and voting equivalent of

one whole share of our common stock.

Dilution Adjustments. The amount of Preferred Stock issuable

upon exercise of the Rights is subject to adjustment by our board of directors in the event of any change in the common stock or Preferred

Stock, whether by reason of stock dividends, stock splits, reclassifications, recapitalizations, mergers, consolidations, combinations

or exchanges of securities, split-ups, split-offs, spin-offs, liquidations, other similar changes in capitalization, any distribution

or issuance of assets, evidences of indebtedness or subscription rights, options or warrants to holders of common stock, Preferred Stock

or otherwise.

The Flip-In Provision. At such time as we learn that a person

or group has become an Acquiring Person, the holder of each Right will thereafter have the right to receive, upon exercise of the Right

and the payment of the Purchase Price, that number of 1/1000ths of a share of Preferred Stock equal to the number of shares of common

stock which at the time of the applicable triggering transaction would have a market value of twice the Purchase Price. However, any Rights

that are or previously were beneficially owned by an Acquiring Person will become null and void and will result in significant dilution

to the Acquiring Person.

The Flip-Over Provision. In the event we are acquired in a merger

or other business combination by an Acquiring Person, or 50% or more of our assets are sold to an Acquiring Person, each Right will entitle

its holder to purchase common shares in the surviving entity at 50% of the market price (subject to exceptions if the surviving entity

does not have common shares registered under the Securities Exchange Act of 1934, including circumstances in which the surviving entity

has common shares that publicly trade outside the United States, as further described in the Rights Agreement). As with the “flip-in”

provision, any Rights that are or previously were beneficially owned by an Acquiring Person will become null and void.

Exchange. After such time as we learn that a person or group

has become an Acquiring Person, our board of directors may elect to exchange each Right (other than any Rights that are or previously

were beneficially owned by an Acquiring Person, which will become null and void) for consideration per Right consisting of one-half of

the Preferred Stock (or fractions thereof) that would be issuable at such time upon the exercise of one Right pursuant to the terms of

the Rights Agreement (or an equivalent value comprised of cash, shares of common stock, shares of Preferred Stock, other securities or

any combination thereof).

Redemption. The Rights are redeemable by our board of directors

at a redemption price of $0.0001 per Right, or the Redemption Price, any time prior to the earlier of (i) such time as we learn that a

person or group has become an Acquiring Person and (ii) the Expiration Date. Immediately upon the action of our board of directors ordering

the redemption of the Rights, and without any further action and without any notice, the right to exercise the Rights will terminate and

the only right of the holders of Rights will be to receive the Redemption Price.

Amendment. At any time prior to the Distribution Date, we may,

without the approval of any holder of the Rights, supplement or amend any provision of the Rights Agreement (including the date on which

a Distribution Date shall occur, the amount of the Purchase Price, the definition of Acquiring Person or the time during which the Rights

may be redeemed), except that no supplement or amendment may be made which reduces the Redemption Price of the Rights or extends the expiration

date.

This report contains forward-looking statements. Forward-looking statements

include, but are not limited to, statements that express the Company’s intentions, beliefs, expectations, strategies, predictions

or any other statements related to the Company’s future activities, or future events or conditions. These statements are based on

current expectations, estimates and projections about the Company’s business based, in part, on assumptions made by management.

These statements are not guarantees of future performances and involve risks, uncertainties and assumptions that are difficult to predict.

Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in the forward-looking statements due

to numerous factors, including those risks discussed in the Company’s Annual Report on Form 10-K and in other documents that the

Company files from time to time with the SEC. Any forward-looking statements speak only as of the date on which they are made, and the

Company does not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of

this report, except as required by law.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number

Description

3.1

Amended and Restated Certificate of Designation of Series B Preferred Stock.

4.1

Section 382 Rights Agreement, dated as of October 6, 2026, between Oculus Innovative Sciences, Inc. and Computershare Inc., which includes the Amended and Restated Certificate of Designation of Series B Preferred Stock as Exhibit A, the Form of Right Certificate as Exhibit B and the Summary of Rights to Purchase Preferred Stock as Exhibit C.

104

Cover Page Interactive Data File (formatted in Inline XBRL in Exhibit 101).

SIGNATURES

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.

Sonoma Pharmaceuticals, Inc.

(Registrant)

Date: October 6, 2026

By:

/s/ Amy Trombly

Name:

Title:

Amy Trombly

Chief Executive Officer

EX-3.1 — AMENDED AND RESATED CERTIFICATE OF DESIGNATION

EX-3.1

Filename: sonoma_ex0301.htm · Sequence: 2

Exhibit 3.1

AMENDED AND RESATED CERTIFICATE OF DESIGNATION

SERIES B PREFERRED STOCK

SONOMA PHARMACEUTICALS, INC.

The undersigned do hereby certify :

That pursuant to the authority vested in the board

of directors of the Company (the “Board of Directors”) by the Company’s Restated Certificate of Incorporation,

as amended (the “Certificate of Incorporation”), the Board of Directors, on October 18, 2016, adopted a resolution

authorizing the creation of a series of 100,000 shares of Preferred Stock designated as “Series B Preferred Stock” and the

Certificate of Designation for the Series B Preferred Stock was filed with the Secretary of State of Delaware on October 18, 2016 (the

“Series B Certificate”);

That no shares of Series B Preferred Stock have

been issued; and

That pursuant to the authority conferred upon

the Board of Directors by the Certificate of Incorporation, on October 6, 2026, the Board adopted the following resolution for purposes

of amending and restating the Series B Certificate:

RESOLVED, that pursuant to the authority

vested in the board of directors of the Company (the “Board of Directors”) by the Company’s Restated Certificate

of Incorporation, as amended (the “Certificate of Incorporation”), the Certificate of Designation, filed with the Secretary

of State of Delaware on October 18, 2016, which created a series of Preferred Stock, par value $0.0001 per share, of the Company designated

as “Series B Preferred Stock” (such Certificate of Designation, the “Series B Certificate”), be and hereby

is amended and restated in its entirety as set forth herein, and the terms of the Series B 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 B Preferred Stock are as follows:

SECTION 1. Designation and Amount.

There shall be a series of Preferred Stock designated as “Series B Preferred Stock,” and the number of shares constituting

such series shall be 100,000. Such number of shares may be increased or decreased by resolution of the Board of Directors of the Company

(the “Board”); provided, however, that no decrease shall reduce the number of shares of Series B Preferred Stock to

less than the number of shares then issued and outstanding plus the number of shares issuable upon exercise of outstanding rights, options

or warrants or upon conversion of outstanding securities issued by the Company.

SECTION 2. Dividends or Distributions.

Subject to the superior rights of the holders of shares of any other series of preferred stock of the Company or other class of capital

stock of the Company ranking superior to the shares of Series B Preferred Stock with respect to dividends or distributions, the holders

of shares of Series B Preferred Stock shall be entitled to receive a dividend or distribution, when, as and if declared by the Board,

out of the assets of the Company legally available therefor.

SECTION 3. Voting Rights. The

holders of shares of Series B Preferred Stock, in addition to the voting rights provided by law, shall have the following voting rights:

(a) Each holder of Series B Preferred Stock shall

be entitled to a number of votes on each matter on which holders of the Common Stock, par value $0.0001 per share, of the Company (the

“Common Stock”) or stockholders are entitled to vote equal to the Formula Number then in effect, for each share of

Series B Preferred Stock held of record, multiplied by the maximum number of votes per share which any holder of Common Stock or stockholders

generally then have with respect to such matter (assuming, if applicable, any holding period or other requirement to exercise such maximum

voting rights is satisfied). As used herein, the “Formula Number” shall be 1,000; provided, however, that,

if at any time after October 6, 2026, the Company shall (i) declare or pay any dividend on the Common Stock payable in shares of Common

Stock or make any distribution on the Common Stock in shares of Common Stock, (ii) subdivide (by a stock split or otherwise) the outstanding

shares of Common Stock into a larger number of shares of Common Stock, or (iii) combine (by a reverse stock split or otherwise) the outstanding

shares of Common Stock into a smaller number of shares of Common Stock, then in each such event the Formula Number shall be adjusted to

a number determined by multiplying the Formula Number in effect immediately prior to such event by a fraction, the numerator of which

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

shares of Common Stock that are outstanding immediately prior to such event (and rounding the result to the nearest whole number); and

provided further that, if at any time after October 6, 2026, the Company shall issue any shares of its capital stock in a merger, reclassification,

or change of the outstanding shares of Common Stock, then in each such event the Formula Number shall be appropriately adjusted to reflect

such merger, reclassification or change so that each share of Series B Preferred Stock continues to be the economic equivalent of a Formula

Number of shares of Common Stock prior to such merger, reclassification or change.

(b) Except as otherwise herein provided or by

applicable law, the holders of shares of Series B Preferred Stock and the holders of shares of Common Stock shall vote together as one

class for the election of directors of the Company and on all other matters submitted to a vote of stockholders of the Company.

SECTION 4. Certain Restrictions.

Whenever dividends or distributions on the Series B Preferred Stock as provided in Section 2 are in arrears, thereafter and until all

accrued and unpaid dividends and distributions, whether or not declared, on shares of Series B Preferred Stock outstanding shall have

been paid in full, the Company shall not:

(i) declare or pay dividends on, make any other

distributions on, or redeem or purchase or otherwise acquire for consideration any shares of stock ranking junior (either as to dividends

or upon liquidation, dissolution or winding up) to the Series B Preferred Stock;

(ii) declare or pay dividends on or make any other

distributions on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with

the Series B Preferred Stock, except dividends paid ratably on the Series B Preferred Stock and all such parity stock on which dividends

are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;

(iii) redeem or purchase or otherwise acquire

for consideration shares of any stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with

the Series B Preferred Stock; provided, however, that the Company may at any time redeem, purchase or otherwise acquire shares of any

such parity stock in exchange for shares of any stock of the Company ranking junior (either as to dividends or upon dissolution, liquidation

or winding up) to the Series B Preferred Stock; or

(iv) purchase or otherwise acquire for consideration

any shares of Series B Preferred Stock, or any shares of stock ranking on a parity with the Series B Preferred Stock, except in accordance

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

the Board, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series

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

SECTION 5. Liquidation Rights.

Upon the liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, no distribution shall be made (1) to

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

B Preferred Stock unless, prior thereto, the holders of shares of Series B Preferred Stock shall have received an amount equal to the

accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, plus an amount equal to

the greater of (x) $1,000 per whole share or (y) an aggregate amount per share equal to the Formula Number then in effect times the aggregate

amount to be distributed per share to holders of Common Stock or (2) to the holders of any shares of stock ranking on a parity (either

as to dividends or upon liquidation, dissolution or winding up) with the Series B Preferred Stock, except distributions made ratably on

the Series B Preferred Stock and all other such parity stock in proportion to the total amounts to which the holders of all such shares

are entitled upon such liquidation, dissolution or winding up.

SECTION 6. Consolidation, Merger,

etc. In case the Company shall enter into any consolidation, merger, combination or other transaction in which the shares of Common

Stock are exchanged for or changed into other stock or securities, cash or any other property, then in any such case the then outstanding

shares of Series B Preferred Stock shall at the same time be similarly exchanged or changed into an amount per share equal to the Formula

Number then in effect times the aggregate amount of stock, securities, cash or any other property (payable in kind), as the case may be,

into which or for which each share of Common Stock is exchanged or changed. In the event both this Section 6 and Section 2 appear to apply

to a transaction, this Section 6 will control.

SECTION 7. No Redemption; No Sinking

Fund. (a) The shares of Series B Preferred Stock shall not be subject to redemption by the Company or at the option of any holder

of Series B Preferred Stock; provided, however, that, subject to Section 4(a)(iv), the Company may purchase or otherwise acquire outstanding

shares of Series B Preferred Stock in the open market or by offer to any holder or holders of shares of Series B Preferred Stock. (b)

The shares of Series B Preferred Stock shall not be subject to or entitled to the operation of a retirement or sinking fund.

SECTION 8. No Purchase Fund.

The shares of Series B Preferred Stock shall not be subject to or entitled to the operation of a purchase fund.

SECTION 9. No Conversion; No Exchange.

The shares of Series B Preferred Stock shall not be convertible into, or exchangeable for, shares of any other class or series.

SECTION 10. Ranking. The Series

B Preferred Stock shall rank junior to all other series of preferred stock of the Company unless the Board shall specifically determine

otherwise in fixing the powers, preferences and relative, participating, optional and other special rights of the shares of such series

and the qualifications, limitations and restrictions thereof.

SECTION 11. Fractional Shares.

The Series B Preferred Stock shall be issuable upon exercise of the Rights issued pursuant to the Rights Agreement in whole shares or

in any fraction of a share that is one one-thousandth of a share (as such fraction may be adjusted as provided in the Rights Agreement)

or any integral multiple of such fraction which shall entitle the holder, in proportion to such holder’s fractional shares, to receive

dividends, participate in distributions and to have the benefit of all other rights of holders of Series B Preferred Stock. In lieu of

any fractional shares, the Company may elect (a) to make a cash payment as provided in the Rights Agreement for fractions of a share,

other than those one one-thousandths (1/1,000ths) of a Preferred Share (as such fraction may be adjusted as provided in the Rights Agreement),

or any integral multiple thereof, represented by one or more whole Rights immediately prior to such exercise, or (b) to issue depositary

receipts evidencing fractional shares of Series B Preferred Stock pursuant to an appropriate agreement between the Company and a depository

selected by the Company; provided, however, that such agreement shall provide that the holders of such depositary receipts shall have

all the rights, privileges and preferences to which they are entitled as holders of the Series B Preferred Stock.

SECTION 12. Reacquired Shares.

Any shares of Series B Preferred Stock purchased or otherwise acquired by the Company in any manner whatsoever shall be retired and canceled

promptly after the acquisition thereof. All such shares shall upon their cancelation become authorized but unissued shares of Preferred

Stock, without designation as to series until such shares are once more designated as part of a particular series by the Board pursuant

to the provisions of the Articles.

SECTION 13. Amendment. So long

as any shares of Series B Preferred Stock shall be outstanding, (i) none of the voting power, the designations, the relative preferences,

powers, participating, optional or other special rights and the qualifications, limitations and restrictions of the Series B Preferred

Stock as herein provided shall be amended in any manner which would alter or change the powers, preferences, rights or

privileges of the holders of Series B Preferred Stock so as to affect them adversely and (ii) no amendment, alteration or repeal of the

Articles or of the Amended and Restated By-laws of the Company shall be effected so as to affect adversely any of such powers, preferences,

rights or privileges.

IN WITNESS WHEREOF, the Company has caused this

Amended and Restated Certificate of Designation to be signed by Amy Trombly its Chief Executive Officer, as of the 6th day of

October, 2026.

Sonoma Pharmaceuticals, Inc.

By:

/s/

Amy Trombly

Chief Executive Officer

EX-4.1 — SECTION 382 RIGHTS AGREEMENT

EX-4.1

Filename: sonoma_ex0401.htm · Sequence: 3

Exhibit 4.1

SECTION 382 RIGHTS AGREEMENT

dated as of October 6, 2026 between

SONOMA PHARMACEUTICALS, INC.

and COMPUTERSHARE INC.,

as Rights Agent

Table of Contents

Page

SECTION 1.

Certain Definitions

SECTION 2.

Appointment of Rights Agent

SECTION 3.

Issue of Rights and Right Certificates

SECTION 4.

Form of Right Certificates

SECTION 5.

Execution, Countersignature and Registration

SECTION 6.

Transfer, Split-Up, Combination and Exchange of Right Certificates; Mutilated, Destroyed, Lost or Stolen Right Certificates; Uncertificated Rights

SECTION 7.

Exercise of Rights, Expiration Date of Rights

SECTION 8.

Cancelation and Destruction of Right Certificates

SECTION 9.

Reservation and Availability of Preferred Shares

SECTION 10.

Preferred Shares Record Date

SECTION 11.

Adjustments in Rights After There Is an Acquiring Person; Exchange of Rights for Shares; Business Combinations

SECTION 12.

Certain Adjustments

SECTION 13.

Certificate of Adjustment

SECTION 14.

Additional Covenants

SECTION 15.

Fractional Rights and Fractional Shares

SECTION 16.

Rights of Action

SECTION 17.

Transfer and Ownership of Rights and Right Certificates

SECTION 18.

Right Certificate Holder Not Deemed a Stockholder

SECTION 19.

Concerning the Rights Agent

SECTION 20.

Merger or Consolidation or Change of Rights Agent

SECTION 21.

Duties of Rights Agent

SECTION 22.

Change of Rights Agent

SECTION 23.

Issuance of Additional Rights and Right Certificates

SECTION 24.

Redemption and Termination

SECTION 25.

Notices

SECTION 26.

Supplements and Amendments

SECTION 27.

Successors

SECTION 28.

Benefits of Rights Agreement; Determinations and Actions by the Board, etc.

SECTION 29.

Process to Seek Exemption

SECTION 30.

Tax Benefits Review

SECTION 31.

Severability

SECTION 32.

Governing Law

SECTION 33.

Counterparts; Effectiveness

SECTION 34.

Descriptive Headings

SECTION 35.

Force Majeure

Exhibits

A Form of Amended and Restated Certificate of Designation

B Form of Right Certificate

C Summary of Rights

SECTION 382 RIGHTS AGREEMENT

dated as of October 6, 2026 (the “Rights Agreement”), between SONOMA PHARMACEUTICALS, INC., a Delaware corporation

(the “Company”), and COMPUTERSHARE INC., as Rights Agent (the “Rights Agent”).

WHEREAS, the Company has generated

NOLs and other Tax Benefits (as such terms are hereinafter defined) for United States Federal income tax purposes; and such NOLs and other

Tax Benefits may potentially provide valuable tax benefits to the Company; the Company desires to avoid an “ownership change”

within the meaning of Section 382 and the Treasury Regulations (as such terms are hereinafter defined) promulgated thereunder, and thereby

preserve the ability to utilize fully such NOLs and other Tax Benefits; and, in furtherance of such objective, the Company and the Rights

Agent previously entered into that certain Section 382 Rights Agreement, dated October 18, 2016 (the “Original Agreement”);

WHEREAS, no Person has become

an Acquiring Person (as such terms are defined in the Original Agreement) pursuant to the Original Agreement;

WHEREAS, the Final Expiration

Date (as such term is defined in the Original Agreement) of the Original Agreement is October 18, 2026;

WHEREAS, Company now desires to enter

into a new rights agreement as set forth herein; and

WHEREAS, on October 6, 2026 (the

“Rights Dividend Declaration Date”) the Board of Directors of the Company (the “Board”) has authorized

and declared a dividend of one Right (as hereinafter defined) for each share of Common Stock, par value $0.0001 per share, of the Company

(the “Common Stock”) outstanding at the Close of Business (as hereinafter defined) on October 13, 2026 (the “Record

Date”), and has authorized the issuance of one Right (as such number may hereafter be adjusted pursuant to the provisions of

this Rights Agreement) with respect to each share of Common Stock that shall become outstanding (whether originally issued or delivered

from the Company’s treasury) between the Record Date and the earliest of the Distribution Date, the Redemption Date or the Expiration

Date (as such terms are hereinafter defined); provided, however, that Rights may be issued with respect to shares of Common Stock

that shall become outstanding after the Distribution Date (whether originally issued or delivered from the Company’s treasury) and

prior to the earlier of the Redemption Date or the Expiration Date only in accordance with the provisions of Section 23. Each Right

shall initially represent the right to purchase one one-thousandth (1/1,000th) of a share of Series B Preferred Stock, par value $0.0001

per share, of the Company (the “Preferred Shares”), having the powers, rights and preferences set forth in the Amended

and Restated Certificate of Designation attached hereto as Exhibit A.

NOW, THEREFORE, in consideration of the premises and

the mutual agreements herein set forth, the parties hereby agree as follows:

SECTION 1. Certain

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

“Acquiring Person” shall mean any

Person who or which, alone or together with all Affiliates and Associates of such Person, shall be the Beneficial Owner of 4.99% or more

of the Common Shares then outstanding, but not including

(a)

the Company, any Subsidiary

of the Company, any employee benefit or compensation plan of the Company or of any of its Subsidiaries or any Person organized, appointed

or established by the Company and holding Common Shares for or pursuant to the terms of any such employee benefit or compensation plan,

(b)

any Grandfathered Person,

unless such Grandfathered Person becomes the Beneficial Owner of a percentage of Common Shares then outstanding exceeding such Grandfathered

Person’s Grandfathered Percentage by 0.5% or more or

(c)

any Exempt Person;

provided, however, that

no Person who or which, alone or together with all Affiliates and Associates of such Person, has become and is the Beneficial Owner of

4.99% or more (or in the case of a Grandfathered Person, has exceeded and is exceeding such Grandfathered Person’s Grandfathered

Percentage by 0.5% or more) of the Common Shares at the time outstanding, will be deemed to have become an Acquiring Person solely as

the result of (i) a change in the aggregate number of Common Shares outstanding since the last date on which such Person acquired Beneficial

Ownership of any Common Shares, including pursuant to a dividend or distribution of shares by the Company made on a pro rata basis to

all holders of Common Shares or the issuance of shares by the Company pursuant to a split or subdivision of the outstanding Common Shares;

(ii) equity compensation awards granted to such Person by the Company or as a result of an adjustment to the number of Common Shares

represented by such equity compensation award pursuant to the terms thereof, unless and until such time, in the case of clause (i) and

clause (ii), as such Person or one or more of its Affiliates or Associates thereafter acquires Beneficial Ownership of one additional

Common Share (other than any Common Shares acquired as described in clause (i) or (ii) above); or (iii) the acquisition by such Person

or one or more of its Affiliates or Associates of Beneficial Ownership of additional Common Shares if the Board determines that such

acquisition was made in good faith without the knowledge by such Person or one or more of its Affiliates or Associates that such Person

would thereby become an Acquiring Person (including because (A) such Person was unaware that it Beneficially Owned a percentage of then-outstanding

Common Shares that would otherwise cause such Person, together with all Affiliates and Associates of such Person, to become an “Acquiring

Person” or (B) such Person was aware of the extent of its Beneficial Ownership but was unaware of the consequences of such Beneficial

Ownership under this Rights Agreement), which determination of the Board shall be conclusive and binding on such Person, the Rights Agent,

the holders of the Rights and all other Persons.

Notwithstanding clause (iii)

of the proviso in the prior sentence, unless the Board determines pursuant to the definition of “Exempt Person” that

an Inadvertent Acquiror is an Exempt person, if any Person that is not an Acquiring Person due to such clause (iii) does not reduce its,

together with all of its Affiliates and Associates, percentage of Beneficial Ownership of Common Shares to less than 4.99% by the Close

of Business on the tenth calendar day after notice from the Company (the date of notice being the first day) that such Person’s

Beneficial Ownership of Common Shares would make it an Acquiring Person, such Person shall, at the end of such ten calendar day period,

become an Acquiring Person (and such clause (iii) shall no longer apply to such Person). If any Person that is not an Acquiring Person

due to such clause (iii) and the requirements of the prior sentence shall again become the Beneficial Owner of 4.99% or more of the Common

Shares then outstanding, such Person shall be deemed an “Acquiring Person”, subject to the exceptions set forth in

this definition.

Notwithstanding the foregoing,

no Person shall become an “Acquiring Person” solely as a result of an Exempt Transaction.

“Affiliate”

and “Associate”, when used with reference to any Person, shall have the respective meanings ascribed to such terms

in Rule 12b-2 of the General Rules and Regulations under the Exchange Act, as in effect on the date of this Rights Agreement, and to the

extent not included within the foregoing, shall also include with respect to any Person, any other Person whose Common Shares would be

deemed to be constructively owned by such first Person, owned by a single “entity” as defined in Section 1.382-3(a)(1) of

the Treasury Regulations, or otherwise aggregated with shares owned by such first Person, pursuant to the provisions of the Code, or any

successor or replacement provision, and the Treasury Regulations promulgated thereunder.

A Person

shall be deemed the “Beneficial Owner” of, and shall be deemed to “Beneficially Own”, and shall be deemed

to have “Beneficial Ownership” of, any securities:

(a)

that such Person or

any of such Person’s Affiliates or Associates is deemed to “beneficially own” within the meaning of Rule 13d-3 of the

General Rules and Regulations under the Exchange Act, as in effect on the date of this Rights Agreement; provided, however, that a Person

shall not be deemed the Beneficial Owner of, or to Beneficially Own, or to have Beneficial Ownership of, any Common Shares by virtue

of owning securities or other interests (including rights, options or warrants) that are convertible or exchangeable into, or exercisable

for, such Common Shares, except to the extent that upon the acquisition or transfer of such securities or other interests, such securities

or other interests would be treated as exercised under Section 1.382-4(d) or other applicable sections of the Treasury Regulations;

(b)

that such Person or

any of such Person’s Affiliates or Associates has, directly or indirectly, the legal, equitable or contractual right or obligation

to acquire (whether such right is exercisable immediately or only after the passage of time, compliance with regulatory requirements,

fulfillment of a condition or otherwise, or whether within the control of such Person)

pursuant to any agreement, arrangement or understanding (written or oral), or upon the exercise of conversion rights, exchange rights,

other rights (other than the Rights), warrants or options, or otherwise; provided, however, that a Person shall not be deemed under this

clause (b) to be the Beneficial Owner of, or to Beneficially Own, or to have Beneficial Ownership of (i) any Common Shares by virtue of

owning securities or other interests (including rights, options or warrants) that are convertible or exchangeable into, or exercisable

for, such Common Shares, except to the extent that upon the acquisition or transfer of such securities or other interests, such securities

or other interests would be treated as exercised under Section 1.382-4(d) or other applicable sections of the Treasury Regulations or

(ii) any securities tendered pursuant to a tender or exchange offer made by or on behalf of such Person or any of such Person’s

Affiliates or Associates until such tendered securities are accepted for purchase or exchange thereunder or cease to be subject to withdrawal

by the tendering security holder;

(c)

that such Person or

any of such Person’s Affiliates or Associates has the right to vote pursuant to any agreement, arrangement or understanding (written

or oral); provided, however, that a Person shall not be deemed under this clause (c) to be the Beneficial Owner of, or to Beneficially

Own, or to have Beneficial Ownership of, any security if (i) the agreement, arrangement or understanding to vote such security arises

solely from a revocable proxy or consent given to such Person in response to a public proxy or consent solicitation made generally to

all holders of Common Shares of the Company pursuant to, and in accordance with, the applicable rules and regulations under the Exchange

Act and (ii) the beneficial ownership of such security is not also then reportable on Schedule 13D or 13G under the Exchange Act (or

any comparable or successor report);

(d)

that such Person or any of such Person’s Affiliates

or Associates has the right to dispose of, pursuant to any agreement, arrangement or understanding (written or oral);

(e)

that are beneficially

owned, directly or indirectly, by any other Person (or an Affiliate or Associate thereof) with which such Person (or any of such Person’s

Affiliates or Associates) has any agreement, arrangement or understanding (written or oral) for the purpose of acquiring (except pursuant

to a tender or exchange offer subject to withdrawal as described in the proviso to clause (b) of this definition) such securities, but

only if the effect of such agreement, arrangement or understanding is to treat such Persons as an “entity” under Section

1.382-3(a)(1) or other applicable sections of the Treasury Regulations; or

(f)

which are the subject

of, or the reference securities for, or that underlie, any derivative security (as defined under Rule 16a-1 under the Exchange Act) Beneficially

Owned by such Person or any of such Person’s Affiliates or Associates, with the number of Common Shares deemed Beneficially Owned

being the notional or other number of Common Shares specified in the documentation evidencing such derivative security as being subject

to be acquired upon the exercise or settlement of such derivative security or as the basis upon which the value or settlement amount

of such derivative security is to be calculated in whole or in part or, if no such number of Common Shares is specified in such documentation,

as determined by the Board in its sole discretion to be the number of Common Shares to which such derivative security relates, to the

extent that such derivative security is being used to evade the ownership change rules under Section 382.

Notwithstanding the foregoing,

nothing contained in this definition shall cause a Person to be deemed the “Beneficial Owner” of, or to “Beneficially

Own”, or to have “Beneficial Ownership” of, securities (A) if the Person is ordinarily engaged in business as an underwriter

of securities and has acquired such securities in a bona fide firm commitment underwriting pursuant to an underwriting agreement with

the Company until the expiration of 40 calendar days (or such later date as the Board may determine in any specific case) after the date

of such acquisition, and then only if such securities continue to be owned by such Person at such expiration of 40 calendar days (or such

later date as the Board may determine in any specific case), or (B) if such Person is a “clearing agency” (as defined in Section

3(a)(23) of the Exchange Act) and has acquired such securities solely as a result of such status.

Notwithstanding anything in this

Rights Agreement to the contrary, to the extent not contained in this definition, a Person shall be deemed the “Beneficial Owner”

of and shall be deemed to “Beneficially Own” or have “Beneficial Ownership” of, Common Shares that such Person

would be deemed to constructively own or that otherwise would be aggregated with shares owned by such Person pursuant to Section 382,

or any successor provision or replacement provision of the Code and the Treasury Regulations promulgated thereunder.

“Board” shall have the meaning set forth

in the introductory paragraph of this Rights Agreement.

“Book Value”,

when used with reference to Common Shares issued by any Person, shall mean the amount of equity of such Person applicable to each Common

Share, determined (a) in accordance with generally accepted accounting principles in effect on the date as of which such Book Value is

to be determined, (b) using all the consolidated assets and all the consolidated liabilities of such Person on the date as of which such

Book Value is to be determined, except that no value shall be included in such assets for goodwill arising from consummation of a business

combination, and (c) after giving effect to (i) the exercise of all rights, options and warrants to purchase such Common Shares (other

than the Rights), and the conversion of all securities convertible into such Common Shares, that have an exercise or conversion price,

per Common Share, which is less than such Book Value before giving effect to such exercise or conversion (whether or not exercisability

or convertibility is conditioned upon occurrence of a future event), (ii) all dividends and other distributions on the capital stock

of such Person declared prior to the date as of which such Book Value is to be determined and to be paid or made after such date, and

(iii) any other agreement, arrangement or understanding (written or oral), or transaction or other action contemplated prior to the date

as of which such Book Value is to be determined that would have the effect of thereafter reducing such Book Value.

“Business Combination”

shall have the meaning set forth in Section 11(c)(i).

“Business Day” shall mean each

Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which banking institutions in the State of New York are authorized

or obligated by law or executive order to close.

“Amended and Restated Certificate of Designation”

shall mean the Amended and Restated Certificate of Designation of Series B Preferred Stock of the Company, substantially in the form of

Exhibit A hereto.

“Close of Business”

on any given date shall mean 5:00 p.m., New York City time, on such date; provided, however, that, if such date is not a Business

Day, “

Close of Business” shall mean 5:00 p.m., New York City time, on the next succeeding Business Day.

“Code” shall mean

Internal Revenue Code of 1986, as amended.

“Common Shares”,

when used with reference to the Company prior to a Business Combination, shall mean the shares of Common Stock or any other shares of

capital stock of the Company into which the Common Stock shall be reclassified or changed and any other interest that would be treated

as “stock” of the Company for purposes of Section 382 (including but not limited to Treasury Regulation Section 1.382-2T(f)(18))

in this Section 1 and all other provisions of this Rights Agreement in which such meaning is necessary in order to ensure that

this Rights Agreement is effective in carrying out its stated purpose and intent of preserving the Company’s NOLs and other Tax

Benefits; “Common Shares”, when used with reference to any Person (other than the Company prior to a Business Combination),

shall mean shares of capital stock of such Person (if such Person is a corporation) of any class or series, or units of equity interests

in such Person (if such Person is not a corporation) of any class or series, the terms of which do not limit (as a maximum amount and

not merely in proportional terms) the amount of dividends or income payable or distributable on such class or series or the amount of

assets distributable on such class or series upon any voluntary or involuntary liquidation, dissolution or winding up of such Person and

do not provide that such class or series is subject to redemption at the option of such Person, or any shares of capital stock or units

of equity interests into which the foregoing shall be reclassified or changed, and if there shall be more than one class or series of

such shares of capital stock or units of equity interests of such Person, then “Common Shares” of such Person shall

mean the class or series of capital stock of such Person or units of equity interests in such Person having voting power (being the power

under ordinary circumstances (and not merely upon the happening of a contingency) to vote in the election of directors of such Person

(if such Person is a corporation) or to participate in the management and control of such Person (if such Person is not a corporation)),

or in the case of multiple classes or series having such voting power, having the greatest voting power.

“Common Stock” shall

have the meaning set forth in the introductory paragraph of this Rights Agreement.

“Company” shall have the meaning

set forth in the heading of this Rights Agreement; provided, however, that if there is a Business Combination, “Company”

shall have the meaning set forth in Section 11(c)(iii).

The term “control”

with respect to any Person shall mean the power to direct the management and policies of such Person, directly or indirectly, by or through

stock ownership, agency or otherwise, or pursuant to or in connection with an agreement, arrangement or understanding (written or oral)

with one or more other Persons by or through stock ownership, agency or otherwise; and the terms “controlling” and

“controlled” shall have meanings correlative to the foregoing.

“Distribution Date”

shall have the meaning set forth in Section 3(b).

“Exchange Act”

shall mean the Securities Exchange Act of 1934, as in effect on the date in question, unless otherwise specifically provided.

“Exchange

Consideration” shall have the meaning set forth in Section 11(b)(i).

“Exempt Person”

shall mean any Person, alone or together with all Affiliates and Associates of such Person, whose Beneficial Ownership of 4.99% or more

of the then outstanding Common Shares, as determined by the Board in its sole discretion, or a duly constituted committee of Independent

Directors, in its sole discretion, including a determination pursuant to Section 29, (a) would not jeopardize or endanger the availability

to the Company of its NOLs or other Tax Benefits, taking into account all relevant facts and circumstances, including the potential for

the Company to issue a reasonable amount of equity in the future without jeopardizing the availability of its NOLs and other Tax Benefits

or (b) is otherwise in the best interests of the Company; provided, however, that the Board, or a duly constituted committee of

Independent Directors, makes such determination either (x) before the time such Person otherwise would have become an Acquiring Person,

or (y) after the time such Person otherwise would have become an Acquiring Person if the Board has determined that such Person is an Inadvertent

Acquiror; provided, further, that such Person will cease to be an “Exempt Person” if the Board, in its sole

discretion, or a duly constituted committee of Independent Directors, makes a contrary determination with respect to the effect of such

Person’s Beneficial Ownership (together with all Affiliates and Associates of such Person) with respect to the availability to the

Company of its NOLs or other Tax Benefits, taking into account all relevant facts and circumstances, including the potential for the Company

to issue a reasonable amount of equity in the future without jeopardizing the availability of its NOLs and other Tax Benefits. In granting

an exemption under this definition, the Board may require any Person who would otherwise be an Acquiring Person to make certain representations,

undertakings or covenants or to agree that any violation or attempted violation of such representations, undertakings or covenants will

result in such consequences and be subject to such conditions as the Board, or a duly constituted committee of Independent Directors,

may determine in its sole discretion, including that any such violation shall result in such Person becoming an Acquiring Person.

“Exempt Transaction”

shall mean any transaction that the Board determines, or a duly constituted committee of Independent Directors determines, is exempt from

this Rights Agreement, which determination shall be made in the sole discretion of the Board (or any such committee) prior to the date

of such transaction, including if the Board determines that (a) neither the Beneficial Ownership of Common Shares by any Person, directly

or indirectly, as a result of such transaction nor any other aspect of such transaction would jeopardize or endanger the availability

to the Company of the NOLs or other Tax Benefits, taking into account all relevant facts and circumstances, including the potential for

the Company to issue a reasonable amount of equity in the future without jeopardizing the availability of its NOLs and other Tax Benefits

or (b) such transaction is otherwise in the best interests of the Company. In granting an exemption under this definition, the Board may

require any Person who would otherwise be an Acquiring Person to make certain representations, undertakings or covenants or to agree that

any violation or attempted violation of such representations, undertakings or covenants will result in such consequences and be subject

to such conditions as the Board, or a duly constituted committee of Independent Directors, may determine in its sole discretion, including

that any such violation shall result in such Person becoming an Acquiring Person.

“Exemption Request”

shall have the meaning set forth in Section 29.

“Expiration Date” shall have the meaning

set forth in Section 7(a).

“Final Expiration Date” shall mean the

Close of Business on October 6, 2036.

“Further Subsequent Transferee” shall

have the meaning set forth in Section 7(e).

“Grandfathered Percentage”

shall mean, with respect to any Grandfathered Person, the percentage of the outstanding Common Shares of the Company that such Grandfathered

Person, together with all Affiliates and Associates of such Grandfathered Person, Beneficially Owns as of the Rights Dividend Declaration

Date; provided that, in the event any Grandfathered Person shall sell, transfer, or otherwise dispose of any outstanding Common

Shares of the Company after the Rights Dividend Declaration Date, the Grandfathered Percentage shall, subsequent to such sale, transfer

or disposition, mean, with respect to such Grandfathered Person, the lesser of (a) the Grandfathered Percentage as in effect immediately

prior to such sale, transfer or disposition or (b) the percentage of outstanding Common Shares of the Company that such Grandfathered

Person Beneficially Owns immediately following such sale, transfer or disposition.

“Grandfathered Person”

shall mean any Person who or which, together with all Affiliates and Associates of such Person, is, as of the Rights Dividend Declaration

Date, the Beneficial Owner (as disclosed in public filings with the Securities and Exchange Commission on the Rights Dividend Declaration

Date) of 4.99% or more of the Common Shares of the Company then outstanding. Notwithstanding anything to the contrary provided

in this Rights Agreement, any Grandfathered Person who after the Rights Dividend Declaration Date becomes the Beneficial Owner of less

than 4.99% of the Common Shares of the Company then outstanding shall cease to be a Grandfathered Person and shall be subject to all of

the provisions of this Rights Agreement in the same manner as any Person who or which is not and was never a Grandfathered Person.

“including” shall

mean including, without limitation.

“Inadvertent Acquiror” shall mean

any Person who would be an Acquiring Person but for clause (iii) of the proviso in the definition of “Acquiring Person”.

“Independent Director”

shall mean an independent director as defined under Listing Rules of the NASDAQ Stock Market.

“Major Part”,

when used with reference to the assets of the Company and its Subsidiaries as of any date, shall mean assets (a) having a fair market

value aggregating 50% or more of the total fair market value of all the assets of the Company and its Subsidiaries (taken as a whole)

as of the date in question, (b) accounting for 50% or more of the total value (net of depreciation and amortization) of all the assets

of the Company and its Subsidiaries (taken as a whole) as would be shown on a consolidated or combined balance sheet of the Company and

its Subsidiaries as of the date in question, prepared in accordance with generally accepted accounting principles then in effect, or (c)

accounting for 50% or more of the total amount of earnings before interest, taxes, depreciation and amortization or of the revenues of

the Company and its Subsidiaries (taken as a whole) as would be shown on, or derived from, a consolidated or combined statement of income

or net earnings of the Company and its Subsidiaries for the period of 12 months ending on the last day of the Company’s monthly

accounting period immediately preceding the date in question, prepared in accordance with generally accepted accounting principles then

in effect.

“Market Value”,

when used with reference to Common Shares on any date, shall mean the average of the daily closing prices, per share, of such Common

Shares for the period which is the shorter of (a) 10 consecutive Trading Days ending on the Trading Day immediately prior to the date

in question or (b) the number of consecutive Trading Days beginning on the Trading Day immediately after the date of the first public

announcement of the event requiring a determination of the Market Value of Common Shares and ending on the Trading Day immediately prior

to the record date of such event. The closing price for each Trading Day shall be the closing price quoted on the principal consolidated

transaction reporting system with respect to securities listed or admitted to trading on the NASDAQ Stock Market, or, if the Common Shares

or other relevant securities are not quoted on the NASDAQ Stock Market, on the principal United States securities exchange registered

under the Exchange Act (or any recognized foreign stock exchange) on which such securities are listed or admitted to trading, or, if

such securities are not listed or admitted to trading on any such exchange, the closing price (or, if no sale takes place on such Trading

Day, the average of the closing bid and asked prices on such Trading Day) as quoted on any reputable quotations system specified by the

Board, or if no such quotations are available, the average of the closing bid and asked prices as furnished by a professional market

maker making a market in such securities selected by the Board, or if on any such Trading Day no market maker is making a market in such

securities, the closing price of such securities on such Trading Day shall be deemed to be the fair value of such securities as determined

in good faith by the Board (whose determination shall be described in a statement filed with the Rights Agent and shall be binding on

the Rights Agent, the holders of Rights and all other Persons); provided, however, that if a Trading Day occurs during a period

following an announcement of any action of the type described in Section 12(a) that would require an adjustment thereunder by

the issuer of the securities the closing price of which is to be determined, then, and in each such case, the closing price of such securities

shall be appropriately adjusted to reflect the effect of such action on the market price of such securities; and provided further,

however, that for the purpose of determining the closing price of the Preferred Shares for any Trading Day on which there is no market

maker for the Preferred Shares, the closing price on such Trading Day shall be deemed to be the Formula Number (as defined in the Amended

and Restated Certificate of Designation) multiplied by the closing price of the Common Shares of the Company on such Trading Day.

“NOLs” shall mean

the Company’s net operating loss carryforwards.

“Person” shall

mean an individual, firm, corporation, partnership, limited liability company, joint venture, association, trust, unincorporated organization

or other entity, or a group of Persons making a “coordinated acquisition” of shares or otherwise treated as an entity within

the meaning of Section 1.382-3(a)(1) of the Treasury Regulations, and shall include any successor (by merger or otherwise) of such individual

or entity, but shall not include a Public Group (as defined in Section 1.382-2T(f)(13) of the Treasury Regulations).

“Post Transferee”

shall have the meaning set forth in Section 7(e).

“Preferred Shares”

shall have the meaning set forth in the introductory paragraph of this Rights Agreement. Any reference in this Rights Agreement to Preferred

Shares shall be deemed to include any authorized fraction of a Preferred Share, unless the context otherwise requires.

“Principal Party”

shall mean the Surviving Person in a Business Combination; provided, however, that, (i) if such Surviving Person is a direct or

indirect Subsidiary of any other Person, “Principal Party” shall mean the Person which is the ultimate parent of such

Surviving Person, and (ii) in the event ultimate control of such Surviving Person is shared by two or more Persons, “Principal

Party” shall mean that Person that is immediately controlled by such two or more Persons.

“Prior Transferee”

shall have the meaning set forth in Section 7(e).

“Purchase Price”

with respect to each Right shall mean $10.00, as such amount may from time to time be adjusted as provided in this Rights Agreement,

and shall be payable in lawful money of the United States of America. All references herein to the Purchase Price shall mean the Purchase

Price as in effect at the time in question.

“Record Date” shall

have the meaning set forth in the introductory paragraph of this Rights Agreement.

“Redemption Date” shall have the meaning

set forth in Section 24(a).

“Redemption Price”

with respect to each Right shall mean $0.0001, as such amount may from time to time be adjusted in accordance with Section 12.

All references herein to the Redemption Price shall mean the Redemption Price as in effect at the time in question.

“Registered Common Shares”

shall mean Common Shares that are, as of the date of consummation of a Business Combination, and have continuously been for the 12 months

immediately preceding such date, registered under Section 12 of the Exchange Act, and if a Person has multiple classes or series of Registered

Common Shares outstanding, “Registered Common Shares” of such Person shall mean the class or series of Registered Common

Shares of such Person having voting power (being the power under ordinary circumstances (and not merely upon the happening of a contingency)

to vote in the election of directors of such Person (if such Person is a corporation) or to participate in the management and control

of such Person (if such Person is not a corporation)), or in the case of multiple classes or series having such voting power, having the

greatest voting power.

“Requesting Person”

shall have the meaning set forth in Section 29.

“Right Certificate” shall mean a certificate

evidencing a Right in substantially the form attached hereto as Exhibit B.

“Rights” shall mean the rights to purchase

Preferred Shares (or other securities) as provided in this Rights Agreement.

“Rights Dividend Declaration Date”

shall have the meaning set forth in the introductory paragraph of this Rights Agreement.

“Section 382” shall mean Section 382

of the Code, or any successor provision or replacement provision.

“Securities Act” shall mean the Securities

Act of 1933, as in effect on the date in question, unless otherwise specifically provided.

“Share Acquisition Date”

shall mean the date on which the Company learns that a Person has become an Acquiring Person; provided, however that, if such Person

is determined by the Board (a) to be an Exempt Person or (b) not to have become an Acquiring Person pursuant to clause (iii) of the proviso

in the definition of “Acquiring Person”, then in the case of each of clause (a) and (b), the Share Acquisition Date shall

be deemed not to have occurred; but only for so long as such Person (i) in the case of clause (a), remains an Exempt Person or (ii) in

the case of clause (b), does not thereafter become an Acquiring Person pursuant to the second sentence of the definition of “Acquiring

Person”, unless, in the case of each of clause (i) and clause (ii), the Distribution Date shall have occurred.

“Signature Guarantee”

shall mean a signature guarantee from an eligible guarantor institution participating in a signature guarantee program approved by the

Securities Transfer Association.

“Subsidiary”

of another Person shall mean a Person, at least a majority of the total outstanding voting power (being the power under ordinary circumstances

(and not merely upon the happening of a contingency) to vote in the election of directors of such Person (if such Person is a corporation)

or to participate in the management and control of such Person (if such Person is not a corporation)) of which is owned, directly or indirectly,

by such other Person or by one or more other Subsidiaries of such other Person or by such other Person and one or more other Subsidiaries

of such other Person.

“Summary of Rights”

shall have the meaning set forth in Section 3(c).

“Surviving Person”

shall mean (a) the Person which is the continuing or surviving Person in a consolidation, merger, share exchange or other business combination

specified in Section 11(c)(i)(A) or (b) the Person to which the Major Part of the assets of the Company and its Subsidiaries is

sold, leased, exchanged or otherwise transferred or disposed of in a transaction specified in Section 11(c)(i)(B); provided,

however, that, if the Major Part of the assets of the Company and its Subsidiaries is sold, leased, exchanged or otherwise transferred

or disposed of in one or more related transactions specified in Section 11(c)(i)(B) to more than one Person, the “Surviving

Person” in such case shall mean the Person that acquired assets of the Company and/or its Subsidiaries with the greatest fair

market value in such transaction or transactions.

“Tax Benefits”

shall mean the net operating loss carryovers, capital loss carryovers, general business credit carryovers, Section 163(j) deferred interest

carryovers, alternative minimum tax credit carryovers, foreign tax credit carryovers, research and development credit carryovers and any

loss or deduction attributable to a “net unrealized built-in loss” within the meaning of Section 382, and the Treasury Regulations

promulgated thereunder, of the Company or any of its Subsidiaries.

“Trading

Day” shall mean a day on which the principal United States securities exchange (or principal recognized foreign stock exchange,

as the case may be) on which the Rights or securities in question are listed or admitted to trading is open for the transaction of business

or, if the Rights or securities in question are not listed or admitted to trading on any United States securities exchange (or recognized

foreign stock exchange, as the case may be), a Business Day.

“Treasury Regulations”

shall mean final, temporary and proposed tax regulations promulgated under the Code, as amended.

“Trust” shall have the meaning set forth

in Section 11(b)(ii).

“Trust Agreement” shall have the meaning

set forth in Section 11(b)(ii).

SECTION 2. Appointment

of Rights Agent. The Company hereby appoints the Rights Agent to act as agent for the Company in accordance with the express terms

and conditions hereof (and no implied terms and conditions), and the Rights Agent hereby accepts such appointment. The Company may from

time to time appoint one or more co-rights agents as it may deem necessary or desirable, upon ten days’ prior written notice to

the Rights Agent. The Rights Agent shall have no duty to supervise, and shall in no event be liable for, the acts or omissions of any

such co-rights agent. In the event the Company appoints one or more co-rights agents, the respective duties of the Rights Agent and any

co-rights agents shall be as the Company shall reasonably determine, and shall be provided in writing to the Rights Agent.

SECTION 3. Issue of Rights

and Right Certificates.

(a)

One Right shall be associated with each Common Share outstanding on the Record Date, each additional Common Share that shall become

outstanding between the Record Date and the earliest of the Distribution Date, the Redemption Date or the Expiration Date and each additional

Common Share with which Rights are issued after the Distribution Date but prior to the earlier of the Redemption Date or the Expiration

Date as provided in Section 23, subject to adjustment as provided in this Rights Agreement.

(b)

Until the earlier of the Close of Business on (i) the tenth calendar day after the Share Acquisition Date and (ii) such date, if

any, as may be designated by the Board following the commencement of, or first public disclosure of an intent to commence, a tender or

exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit or compensation plan of the

Company or of any of its Subsidiaries, or any Person organized, appointed or established by the Company and holding Common Shares for

or pursuant to the terms of any such employee benefit or compensation plan) for outstanding Common Shares, if upon consummation of such

tender or exchange offer such Person could be the Beneficial Owner of 4.99% or more of the outstanding Common Shares (the Close of Business

on the earlier of such dates being the “Distribution Date”), (x) the Rights shall, except as otherwise provided

in Section 3(c), be evidenced by the certificates for Common Shares registered in the names of the holders thereof, or, in the

case of Common Shares held in uncertificated form, by the transaction statement or other record of ownership of such Common Shares, and

not by separate Right Certificates, and (y) the Rights, including the right to receive Right Certificates, shall be transferable only

in connection with the transfer of the underlying Common Shares. As soon as practicable after the Company has notified the Rights Agent

of the occurrence of a Distribution Date, the Rights Agent (at the expense of the Company and upon receipt of all relevant and information,

in form and substance reasonably satisfactory to the Rights Agent, including the names and addresses of all relevant holders if the Rights

Agent is not also the transfer agent and registrar of the Common Shares) shall send by first-class, postage-prepaid mail, to each record

holder of Common Shares as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the

Company or the transfer agent or registrar for the Common Shares, one or more Right Certificates evidencing one whole Right for each Common

Share held by such record holder, subject to the provisions of Section 15 and to adjustment as provided in this Rights Agreement.

As of and after the Distribution Date, the Rights shall be evidenced solely by such Right Certificates. The Company shall promptly notify

the Rights Agent in writing upon the occurrence of the Distribution Date and, if such notification is given orally, the Company shall

confirm the same in writing within two (2) Business Days. Until such written notice is received by the Rights Agent, the Rights Agent

may presume conclusively for all purposes that the Distribution Date has not occurred.

(c)

As soon as practicable after the Record Date, the Company will send a copy of a Summary of Rights to Purchase Preferred Shares,

in substantially the form attached hereto as Exhibit C (the “Summary of Rights”), by first-class, postage-prepaid

mail, to each record holder of Common Shares as of the Close of Business on the Record Date at the address of such holder shown on the

records of the Company or the transfer agent or registrar for the Common Shares. With respect to any Common Shares outstanding as of

the Record Date, and until the earliest of the Distribution Date, the Redemption Date or the Expiration Date, (i) in the case of certificated

shares, (A) the Rights associated with the Common Shares represented by any certificate shall be evidenced by such certificate for the

Common Shares with a copy of the Summary of Rights attached thereto and the registered holders of the Common Shares shall also be the

registered holders of the associated Rights and (B) the surrender for transfer of any such certificate, even without a copy of the Summary

of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Shares represented thereby, and

(ii) in the case of Common Shares held in uncertificated form, (A) the Rights associated with the Common Shares shall be evidenced by

the balances indicated in the book-entry account system of the transfer agent for such Common Shares and the registered holders of the

Common Shares shall also be the registered holders of the associated Rights and (B) the transfer of any Common Shares in the book-entry

account system of the transfer agent for such Common Shares shall also constitute the transfer of the Rights associated with such Common

Shares.

(d)

In the case of certificated Common Shares, certificates issued for Common Shares after the Record Date (including upon transfer

or exchange of outstanding Common Shares), but prior to the earliest of the Distribution Date, the Redemption Date or the Expiration Date,

shall have printed on, written on or otherwise affixed to them a legend in substantially the following form:

This certificate also evidences

and entitles the holder hereof to certain Rights as set forth in a Rights Agreement dated as of October 6, 2026 (as it may be supplemented

or amended from time to time (the “Rights Agreement”)), between SONOMA PHARMACEUTICALS, INC. (the “Company”)

and COMPUTERSHARE INC., as Rights Agent (or any successor rights agent, the “Rights Agent”), the terms of which (including

restrictions on the transfer of such Rights) are hereby incorporated herein by reference and a copy of which is on file at the principal

executive offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights shall be evidenced by

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

copy of the Rights Agreement without charge after receipt of a written request therefor. RIGHTS THAT ARE OR WERE, AT ANY TIME ON OR AFTER

THE DATE AN ACQUIRING PERSON BECOMES SUCH, BENEFICIALLY OWNED BY SUCH ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE OF SUCH ACQUIRING

PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT) AND BY ANY SUBSEQUENT HOLDER OF SUCH RIGHTS ARE NULL AND VOID AND NONTRANSFERABLE.

Notwithstanding this Section

3(d), neither the omission of a legend nor the inclusion of a legend that makes reference to a rights agreement other than the Rights

Agreement shall affect the enforceability of any part of this Rights Agreement or the rights of any holder of Rights.

(e)

In the case of Common Shares held in uncertificated form, the Company shall cause the confirmation and account statements sent

to holders of Common Shares in book-entry form (including upon transfer or exchange of outstanding Common Shares) prior to the earliest

of the Distribution Date, the Redemption Date or the Expiration Date to bear a legend in substantially the following form:

Each share of Common Stock,

par value $0.0001 per share, of SONOMA PHARMACEUTICALS, INC. (the “Company”) entitles the holder thereof to certain

Rights as set forth in a Rights Agreement dated as of October 6, 2026 (as it may be amended from time to time (the “Rights Agreement”)),

between the Company and COMPUTERSHARE INC., as Rights Agent (or any successor rights agent, the “Rights Agent”), the

terms of which (including restrictions on the transfer of such Rights) are hereby incorporated herein by reference and a copy of which

is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such

Rights shall be evidenced by separate certificates and shall no longer be evidenced by the shares to which this statement relates. The

Company shall mail to the holder of shares to which this statement relates a copy of the Rights Agreement without charge after receipt

of a written request therefor. RIGHTS THAT ARE OR WERE, AT ANY TIME ON OR AFTER THE DATE AN ACQUIRING PERSON BECOMES SUCH, BENEFICIALLY

OWNED BY SUCH ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE OF SUCH ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT)

AND BY ANY SUBSEQUENT HOLDER OF SUCH RIGHTS ARE NULL AND VOID AND NONTRANSFERABLE.

Notwithstanding this Section

3(e), neither the omission of a legend nor the inclusion of a legend that makes reference to a rights agreement other than the Rights

Agreement shall affect the enforceability of any part of this Rights Agreement or the rights of any holder of Rights.

SECTION 4. Form of

Right Certificates. The Right Certificates (and the form of election to purchase and form of assignment to be printed on the reverse

side thereof) shall be in substantially the form set forth as Exhibit B hereto and may have such marks of identification

or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent

with the provisions of this Rights Agreement (but which do not affect the rights, duties, liabilities, protections or responsibilities

of the Rights Agent), or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or

with any rule or regulation of any stock exchange or interdealer quotation system on which the Rights may from time to time be listed

or traded, or to conform to usage. Subject to the other provisions of this Rights Agreement (including Sections 7, 11 and 24),

the Right Certificates, whenever issued, shall be dated as of the Distribution Date and shall entitle the holders thereof to purchase

such number of Preferred Shares as shall be set forth therein for the Purchase Price set forth therein, subject to adjustment as provided

in this Rights Agreement.

SECTION 5. Execution, Countersignature and

Registration.

(a)

The Right Certificates shall be executed on behalf of the Company by (x) the Chairman of the Board, the Chief Executive Officer,

the President or any Vice President, and by the Secretary, any Assistant Secretary, the Treasurer or any Assistant Treasurer or (y) any

two officers designated by the Board, either manually or by facsimile signature, and may have affixed thereto the Company’s seal

or a facsimile thereof. The Right Certificates shall be countersigned by an authorized signatory of the Rights Agent either manually,

electronically or by facsimile signature, and shall not be valid or obligatory for any purpose unless so countersigned. In the event that

any officer of the Company who shall have signed any of the Right Certificates shall cease to be such an officer of the Company before

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

by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Right

Certificates had not ceased to be such an officer of the Company; and any Right Certificate may be signed on behalf of the Company by

any person who, at the actual date of execution of such Right Certificate, shall be a proper officer of the Company to sign such Right

Certificate, although at the date of execution of this Rights Agreement any such person was not such an officer of the Company. In the

event any authorized signatory of the Rights Agent who has countersigned any Right Certificate ceases to be an authorized signatory of

the Rights Agent before issuance and delivery by the Company, such Right Certificate, nevertheless, may be issued and delivered by the

Company with the same force and effect as though the person who countersigned such Right Certificate had not ceased to be an authorized

signatory of the Rights Agent; and any Right Certificate may be countersigned on behalf of the Rights Agent by any person who, at the

actual date of the countersignature of such Right Certificate, is properly authorized to countersign such Right Certificate, although

at the date of the execution of this Rights Agreement any such person was not so authorized.

(b)

Following the Distribution Date, upon receipt by the Rights Agent of notice to that effect and all other relevant information and

documents referred to in Section 3, the Rights Agent shall keep or cause to be kept, at its office designated for such purpose,

books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective

holders of the Right Certificates, the number of Rights evidenced by each of the Right Certificates, the certificate number of each of

the Right Certificates and the date of each of the Right Certificates.

SECTION 6. Transfer, Split-Up, Combination

and Exchange of Right Certificates; Mutilated, Destroyed, Lost or Stolen Right Certificates; Uncertificated Rights.

(a)

Subject to Section 15, at any time after the Distribution Date, and at or prior to the Close of Business on the earlier

of the Redemption Date or the Expiration Date, any Right Certificate or Right Certificates (other than Right Certificates representing

Rights that have become null and void pursuant to Section 7(e)) may be transferred, split-up, combined or exchanged for another

Right Certificate or Right Certificates representing, in the aggregate, the same number of Rights as the Right Certificate or Right Certificates

surrendered then represented. The Right Certificates are transferable only on the registry books of the Rights Agent. Any registered

holder desiring to transfer, split-up, combine or exchange any Right Certificate or Right Certificates shall make such request in writing

delivered to the Company and the Rights Agent and shall surrender the Right Certificate or Right Certificates to be transferred, split-up,

combined or exchanged at the office of the Rights Agent designated for such purpose accompanied by a Signature Guarantee and such other

documentation as the Rights Agent may reasonably request; provided, however, that neither the Rights Agent nor the Company shall be obligated

to take any action whatsoever with respect to the transfer of any Right Certificate surrendered for transfer until the registered holder

shall have properly completed and duly signed the certification contained in the form of assignment on the reverse side of such Right

Certificate and shall have provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or

Affiliates or Associates thereof, or of any other Person with which such Beneficial Owner or any of such Beneficial Owner’s Affiliates

or Associates has any agreement, arrangement or understanding (whether or not in writing) for the purpose of acquiring, holding, voting

or disposing of securities of the Company, as the Company or the Rights Agent shall reasonably request. Thereupon the Rights Agent shall,

subject to Sections 7(e) and 15, countersign and deliver to the Person entitled thereto a Right Certificate or Right Certificates,

as the case may be, as so requested. The Company or the Rights Agent may require payment of a sum sufficient to cover any tax or governmental

charge that may be imposed in connection with any transfer, split-up, combination or exchange of Right Certificates. The Rights Agent

shall not have any duty or obligation to take any action under any section of this Rights Agreement that requires the payment of taxes

and/or charges unless and until it is satisfied that all such payments have been made.

(b)

Subject to Sections 7(e) and 15, upon receipt by the Company and the Rights Agent of evidence reasonably satisfactory

to them of the loss, theft, destruction or mutilation of a valid Right Certificate, and, in case of loss, theft or destruction, of indemnity

or security reasonably satisfactory to them, along with such other and further documentation as the Company or the Rights Agent may reasonably

request and, at the Company’s request, reimbursement to the Company and the Rights Agent of all reasonable expenses incidental thereto,

and upon surrender to the Rights Agent and cancelation of the Right Certificate if mutilated, the Company shall execute a new Right Certificate

of like tenor and deliver such new Right Certificate to the Rights Agent for countersignature and delivery to the registered owner in

lieu of the Right Certificate so lost, stolen, destroyed or mutilated.

any other provision hereof, the Company and the Rights Agent may amend this Rights Agreement to provide for uncertificated Rights in addition

to or in place of Rights evidenced by Right Certificates.

SECTION 7. Exercise of Rights,

Expiration Date of Rights.

(a)

Subject to the other provisions of this Rights Agreement (including Section 7(e) and Section 11), each Right shall

entitle the registered holder thereof, upon exercise thereof as provided in this Rights Agreement, to purchase for the Purchase

Price one one-thousandth (1/1,000th) of a Preferred Share, subject to adjustment as provided in this Rights Agreement, at any time

after the Distribution Date and at or prior to the earliest of (i) the Final Expiration Date, (ii) the Redemption Date, (iii) the Close

of Business on the effective date of the repeal of Section 382 or any successor statute if the Board determines that this Rights Agreement

is no longer necessary or desirable for the preservation of NOLs or other Tax Benefits, or (iv) the Close of Business on the first day

of a taxable year of the Company to which the Board determines that no NOLs or other Tax Benefits may be carried forward (the earliest

of the events described in clauses or (i), (iii), and (iv) being herein referred to as the “Expiration Date”).

(b)

Subject to the other provisions of this Rights Agreement (including Section 7(e)), the registered holder of any Right certificate

may exercise the Rights evidenced thereby (except as otherwise provided in this Rights Agreement) in whole or in part at any time

after the Distribution Date and at or prior to the earlier of (i) the Expiration Date and

(ii) the Redemption Date, upon

surrender of the Right Certificate, with the form of election to purchase on the reverse side thereof properly completed and duly executed,

to the Rights Agent at the office of the Rights Agent designated for such purpose, accompanied by a Signature Guarantee and such other

documentation as the Rights Agent may reasonably request, together with payment of the Purchase Price for each one one-thousandth (1/1,000th)

of a Preferred Share (as such fraction may be adjusted as provided in this Rights Agreement) as to which the Rights are exercised,

together with an amount equal to any applicable transfer tax, in the manner required hereby. Except for those provisions herein that expressly

survive the termination of this Rights Agreement, this Rights Agreement shall terminate at such time as the Rights are no longer exercisable

hereunder.

provisions of this Rights Agreement (including Section 7(e)), upon receipt of a Right Certificate representing exercisable Rights,

with the form of election to purchase properly completed and duly executed, accompanied by payment of the Purchase Price for the Preferred

Shares to be purchased together with an amount equal to any applicable transfer tax, in lawful money of the United States of America,

in cash or by certified check or money order payable to the order of the Company, the Rights Agent shall thereupon as soon as practicable

(i) either (A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent

for such shares) certificates for the total number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes

its transfer agent to comply with all such requests or (B) if the Company shall have elected to deposit the Preferred Shares with a depositary

agent under a depositary arrangement, requisition from the depositary agent depositary receipts representing the number of one one-thousandths

(1/1,000ths) of a Preferred Share (as such fraction may be adjusted as provided in this Rights Agreement) to be purchased (in

which case certificates for the Preferred Shares to be represented by such receipts shall be deposited by the transfer agent with the

depositary agent) and the Company shall direct the depositary agent to comply with all such requests, (ii) when necessary to comply with

this Rights Agreement (or otherwise when appropriate, as determined by the Company with written notice to the Rights Agent), requisition

from the Company the amount of cash, if any, to be paid in lieu of issuance of fractional shares in accordance with Section 15,

(iii) after receipt of such certificates or depositary receipts, cause the same to be delivered to or, upon the order of the registered

holder of such Right Certificate, registered in such name or names as may be designated by such holder and (iv) when necessary to comply

with this Rights Agreement (or otherwise when appropriate, as determined by the Company with written notice to the Rights Agent), after

receipt thereof, deliver such cash, if any, to or upon the order of the registered holder of such Right Certificate.

(d)

In case the registered holder of any Right Certificate shall properly exercise fewer than all the Rights evidenced thereby, a new

Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent and delivered to

the registered holder of such Right Certificate or to such holder’s duly authorized assigns, subject to the provisions of Section

15.

(e)

Notwithstanding anything in this Rights Agreement to the contrary, any Rights that are at any time Beneficially Owned by (i) an

Acquiring Person or an Affiliate or Associate of an Acquiring Person, (ii) a transferee of an Acquiring Person (or of any Associate or

Affiliate of such Acquiring Person) who becomes a transferee after the Acquiring Person becomes such (a “Post Transferee”),

(iii) a transferee of an Acquiring Person (or of any Associate or Affiliate of such Acquiring Person) who becomes a transferee prior to

or concurrently with the Acquiring Person becoming such and receives such Rights pursuant to either (A) a transfer (whether or not for

consideration) from the Acquiring Person (or from such Affiliate or Associate) to holders of equity interests in such Acquiring Person

or to any Person with whom the Acquiring Person (or such Affiliate or Associate) has any continuing agreement, arrangement or understanding

(written or oral) regarding the transferred Rights or (B) a transfer which the Board has determined is part of a plan, arrangement or

understanding which has as a primary purpose or effect the avoidance of this Section 7(e) (a “Prior Transferee”),

or (iv) any subsequent transferee receiving transferred Rights from a Post Transferee or a Prior Transferee, either directly or through

one or more intermediate transferees (a “Further Subsequent Transferee”), shall become null and void without any further

action and no holder of such Rights shall have any rights whatsoever with respect to such Rights, whether under any provision of this

Rights Agreement or otherwise. The Company shall use all reasonable efforts to ensure that the provisions of this Section 7(e)

are complied with, but shall have no liability to any holder of any Right Certificate or any other Person as a result of its failure to

make any determinations with respect to an Acquiring Person or its Affiliate or Associate, or any transferee thereof, hereunder.

(f)

Notwithstanding anything in this Rights Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated

to undertake any action with respect to a registered holder of any Right Certificates upon the occurrence of any purported exercise as

set forth in this Section 7 unless such registered holder shall have (i) properly completed and duly signed the certificate contained

in the form of election to purchase set forth on the reverse side of the Right Certificate surrendered for such exercise and (ii) provided

such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof, or

of any other Person with which such Beneficial Owner or any of such Beneficial Owner’s Affiliates or Associates has any agreement,

arrangement or understanding (whether or not in writing) for the purpose of acquiring, holding, voting or disposing of securities of the

Company, as the Company or the Rights Agent shall reasonably request.

SECTION 8. Cancelation

and Destruction of Right Certificates. All Right Certificates surrendered or presented for the purpose of exercise, transfer, split-up,

combination or exchange shall, and any Right Certificate representing Rights that have become null and void and nontransferable pursuant

to Section 7(e) surrendered or presented for any purpose shall, if surrendered or presented to the Company or to any of its agents,

be delivered to the Rights Agent for cancelation or in canceled form, or, if surrendered or presented to the Rights Agent, shall be canceled

by it, and no Right Certificates shall be issued in lieu thereof except as expressly permitted by this Rights Agreement. The Company

shall deliver to the Rights Agent for cancelation and retirement, and the Rights Agent shall so cancel and retire, any Right Certificate

purchased or acquired by the Company. The Rights Agent shall cancel the Rights Certificates in accordance with the Rights Agent’s

procedures which shall include the removal of the attached rights legend from the shares but would not involve physical destruction or

delivery of cancelled forms. Subject to applicable law and regulation, the Rights Agent shall maintain in a retrievable database electronic

records of all cancelled or destroyed Rights Certificates which have been canceled or destroyed by the Rights Agent. The Rights Agent

shall maintain such electronic records for the term of this Rights Agreement and any additional time period required by applicable law

and regulation. Upon written request of the Company (and at the expense of the Company), the Rights Agent shall provide to the Company

or its designee copies of such electronic records relating to Rights Certificates canceled or destroyed by the Rights Agent and shall

certify to the Company the accuracy of such records.

SECTION 9. Reservation and

Availability of Preferred Shares.

(a)

The Company shall cause to be reserved and kept available out of its authorized and unissued Preferred Shares (or any authorized

and issued Preferred Shares held in its treasury), free from preemptive rights or any right of first refusal, a number of Preferred Shares

sufficient to permit the exercise in full of all outstanding Rights.

(b)

If there are not sufficient Preferred Shares authorized but unissued (or authorized and issued Preferred Shares held by the Company

in its treasury) to permit the exercise of Rights in accordance with this Rights Agreement, the Company shall take all such action as

may be necessary to authorize additional Preferred Shares for issuance upon the exercise of Rights pursuant to this Rights Agreement;

provided, however, that if the Company is unable to cause the authorization of additional Preferred Shares then the Company shall,

or, if action by the Company’s stockholders is necessary to cause such authorization, in lieu of seeking any authorization, the

Company may, to the extent necessary and permitted by applicable law and any agreements or instruments to which it is a party in effect

prior to the Distribution Date, (i) upon surrender of a Right, pay cash equal to the Purchase Price in lieu of issuing Preferred Shares

and requiring payment therefor or (ii) upon due exercise of a Right and payment of the Purchase Price for each Preferred Share as to

which such Right is exercised, distribute cash, Preferred Shares (including fractions thereof), Common Shares (including fractions thereof)

or other equity or debt securities (or any combination of any of the foregoing) having an aggregate value equal to the value of the Preferred

Shares (including fractions thereof) that otherwise would have been issuable pursuant to this Rights Agreement, which value shall be

determined by a nationally recognized investment banking firm selected by the Board. To the extent that any legal or contractual restrictions

(pursuant to agreements or instruments to which it is party in effect prior to the Distribution Date) prevent the Company from paying

the full amount payable in accordance with the foregoing sentence, the Company shall pay to holders of the Rights as to which such payments

are being made all amounts that are not then restricted on a pro rata basis as such payments are or become permissible under such legal

or contractual restrictions until such payments have been paid in full.

(c)

The Company shall take all actions as may be necessary to ensure that all Preferred Shares and Common Shares delivered upon exercise

or exchange of Rights shall, at the time of delivery of the certificates for such Preferred Shares and Common Shares (subject to payment

of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable shares.

(d) The Company shall pay when due and payable any and all Federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of Right Certificates or of any Preferred Shares or Common Shares or other securities upon the exercise or exchange of the Rights. The Company shall not, however, be required to pay any transfer tax or charge which may be payable in respect of any transfer or delivery of Right Certificates to a Person other than, or in respect of the issuance or delivery of certificates or depositary receipts for the Preferred Shares or Common Shares or other securities, as the case may be, in a name other than that of, the registered holder of the Right Certificate evidencing Rights surrendered for exercise or exchange or to issue or deliver any certificates or depositary receipts for Preferred Shares or Common Shares or other securities, as the case may be, upon the exercise or exchange of any Rights until any such tax or charge shall have been paid (any such tax or charge being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the Company’s and the Right’s Agent’s satisfaction that no such tax or charge is due.

SECTION 10. Preferred

Shares Record Date. Each Person in whose name any certificate for Preferred Shares or Common Shares or other securities is issued

upon the exercise or exchange of Rights shall for all purposes be deemed to have become the holder of record of the Preferred Shares or

Common Shares or other securities, as the case may be, represented thereby on, and such certificate shall be dated, the date on which

the Right Certificate evidencing such Rights was duly surrendered and payment of any Purchase Price (and any applicable transfer taxes)

was made; provided, however, that, if the date of such surrender and payment is a date upon which the transfer books of the Company

for the Preferred Shares or Common Shares or other securities, as the case may be, are closed, such Person shall be deemed to have become

the record holder of such Preferred Shares or Common Shares or other securities, as the case may be, on, and such certificate shall be

dated, the next succeeding Business Day on which the transfer books of the Company for the Preferred Shares or Common Shares or other

securities, as the case may be, are open.

SECTION 11. Adjustments

in Rights After There Is an Acquiring Person; Exchange of Rights for Shares; Business Combinations.

(a)

Subject to the other provisions of this Rights Agreement (including Section 7(e)), upon the occurrence of the Share Acquisition

Date, each holder of a Right shall thereafter have a right to receive, upon exercise thereof for the Purchase Price in accordance with

the terms of this Rights Agreement, such number of one one-thousandths (1/1,000ths) of a Preferred Share (as such fraction may be adjusted

as provided in this Rights Agreement) as shall equal the result obtained by multiplying the Purchase Price by a fraction, the numerator

of which is the number of one one-thousandths (1/1,000ths) of a Preferred Share (as such fraction may be adjusted as provided in

this Rights Agreement) for which such Right is then exercisable and the denominator of which is 50% of the Market Value of the Common

Shares on the date on which such Person became an Acquiring Person.

(b)

(i) The Board may, at its option, at any time after the Share Acquisition Date, mandatorily exchange all or part of the then outstanding

and exercisable Rights (which shall not include Rights that shall have become null and void and nontransferable pursuant to Section

7(e)) for consideration per Right consisting of either (A) one-half of the Preferred Shares (or fractions thereof) that would be issuable

at such time upon the exercise of one Right in accordance with Section 11(a) or (B) cash, Preferred Shares (including fractions

thereof), Common Shares (including fractions thereof) or other equity or debt securities (or any combination of any of the foregoing)

having an aggregate value equal to one-half of the value of Preferred Shares (including fractions thereof) that would be issuable at such

time upon the exercise of one Right in accordance with Section 11(a), which values shall be determined by a nationally recognized

investment banking firm selected by the Board (such consideration in this Section 11(b)(i) being the “Exchange Consideration”).

If the Board elects to exchange all the Rights for Exchange Consideration pursuant to this Section 11(b)(i) prior to the physical

distribution of the Right Certificates, the Company may distribute the Exchange Consideration in lieu of distributing Right Certificates,

in which case for purposes of this Rights Agreement holders of Rights shall be deemed to have simultaneously received and surrendered

for exchange Right Certificates on the date of such distribution. If the Board elects to exchange Rights for Exchange Consideration consisting

all or in part of Preferred Shares, the Company may elect to deposit such Preferred Shares with a depositary agent under a depositary

arrangement, and, in such event the Company shall cause the depositary agent to issue, in lieu of certificates for such Preferred Shares,

depositary receipts representing the number of such Preferred Shares (or fractions thereof) to be exchanged (in which case the certificates

for such Preferred Shares to be represented by such receipts shall be deposited by the transfer agent with the depositary agent). Notwithstanding

the foregoing, the Board may not effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company

or any employee benefit plan of the Company or any of its Subsidiaries or any Person holding Common Shares for or pursuant to the terms

of any such employee benefit or compensation plan), together with all Affiliates and Associates of such Person, becomes the Beneficial

Owner of more than 50% of the Common Shares then outstanding.

(ii)

If the Board elects to mandatorily exchange any Rights under Section 11(b)(i), the Board may, at its option and without

limiting any rights the Company may have under Section 26, cause the Company to enter into such arrangements or implement such

procedures as it deems necessary or appropriate, in its sole discretion, for the purpose of ensuring that the Exchange Consideration

is not received by holders of Rights that have become null and void pursuant to Section 7(e), including entering into a Trust

Agreement in such form and with such terms as the Board shall then approve (the “Trust Agreement”). If the Board so

directs, the Company shall enter into the Trust Agreement and shall issue to the trust created by such agreement (the “Trust”)

all or a portion (as designated by the Board) of the Exchange Consideration distributable pursuant to the exchange, and all holders of

Rights entitled to receive such Exchange Consideration pursuant to the exchange shall be entitled to receive such Exchange Consideration

(and any dividends paid or distributions made with respect to any securities constituting such Exchange Consideration after the date

on which such securities are deposited in the Trust) only from the Trust and solely upon compliance with the relevant terms and provisions

of the Trust Agreement. Prior to effecting an exchange and distributing such Exchange Consideration, the Company may require (or cause

the trustee of the Trust to require), as a condition thereof, that any holder of Rights provide evidence, including the identity of the

Beneficial Owners thereof and their Affiliates and Associates (or former Beneficial Owners thereof and their Affiliates and Associates)

as the Company shall reasonably request in order to determine if such Rights are null and void. If any Person shall fail to comply with

such request, the Company shall be entitled conclusively to deem the Rights formerly held by such Person to be null and void pursuant

to Section 7(e) hereof and not transferable, exercisable or exchangeable in connection herewith. Any securities issued at the

direction of the Board in connection herewith shall be validly issued, fully paid and nonassessable securities, 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 securities so issued.

(iii)

Any action of the Board ordering the exchange of any Rights pursuant to Section 11(b)(i) shall be irrevocable and, immediately

upon the taking of such action and without any further action and without any notice, the right to exercise any such Right so exchanged

pursuant to Section 11(a) shall terminate and the only right thereafter of a holder of such Right shall be to receive the Exchange

Consideration in exchange for each such Right held by such holder or, if the Exchange Consideration shall not have been paid or issued,

to exercise any such Right pursuant to Section 11(c)(i). The Company shall promptly give public notice (with prompt written notice

to the Rights Agent) of any such exchange; provided, however, that the failure to give, or any defect in, such notice shall not

affect the validity of such exchange. The Company shall promptly mail a notice of any such exchange to all holders of the Rights to be

exchanged at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner

herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange shall state

the method by which the exchange of the Rights for the Exchange Consideration will be effected and, in the event of any partial exchange,

the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than

Rights which shall have become null and void and nontransferable pursuant to the provisions of Section 7(e)) held by each holder

of Rights.

In the event that, directly or indirectly, any transactions specified in the following clause (A) or (B) of this Section 11(c)(i) (each

such transaction being a “Business Combination”) shall be consummated:

the Company shall consolidate with,

merge with and into, or effect a share exchange with any Acquiring Person or any Affiliate or Associate of an Acquiring Person, any Acquiring

Person or any Affiliate or Associate of an Acquiring Person shall merge with and into the Company or the Company shall otherwise effect

any business combination or similar transaction with any Acquiring Person or any Affiliate or

Associate of an Acquiring Person;

the Company shall sell, lease,

exchange or otherwise transfer or dispose of (or one or more of its Subsidiaries shall sell, lease, exchange or otherwise transfer or

dispose of), in one or more transactions, the Major Part of the assets of the Company and its Subsidiaries to any Acquiring Person or

any Affiliate or Associate of an Acquiring Person, then, in each such case, proper provision shall be made so that each holder of a Right,

except as provided in Section 7(e), shall thereafter have the right to receive, upon the exercise thereof for the Purchase

Price in accordance with the terms of this Rights Agreement, the securities specified below (or, at such holder’s option, the securities

specified in Section 11(a) if the Company is the surviving Person in such Business Combination):

(1)

if the Principal Party in

such Business Combination has Registered Common Shares outstanding, each Right shall thereafter represent the right to receive, upon

the exercise thereof for the Purchase Price in accordance with the terms of this Rights Agreement, such number of Registered Common Shares

of such Principal Party, free and clear of all liens, encumbrances or other adverse claims, as shall have an aggregate Market Value as

of the time of exercise thereof equal to the result obtained by multiplying the Purchase Price by two;

(2)

if the Principal Party in such Business Combination

does not have Registered Common Shares outstanding, each Right shall thereafter represent the right to receive, upon the exercise thereof

for the Purchase Price in accordance with the terms of this Rights Agreement,

at the election of the holder of such Right at the time of the exercise thereof, any of:

(i)

if the Principal Party

in such Business Combination has Common Shares listed or admitted to trading on any recognized foreign stock exchange, such number of

Common Shares of such Principal Party, free and clear of all liens, encumbrances or other adverse claims, as shall have an aggregate

Market Value as of the time of exercise thereof equal to the result obtained by multiplying the Purchase Price by two;

(ii)

such number of Common

Shares of the Surviving Person in such Business Combination (if the Principal Party is also the Surviving Person in such Business Combination)

as shall have an aggregate Book Value immediately after giving effect to such Business Combination equal to the result obtained by multiplying

the Purchase Price by two;

(iii)

such number of Common Shares

of the Principal Party in such Business Combination (if the Principal Party is not also the Surviving Person in such Business Combination)

as shall have an aggregate Book Value immediately after giving effect to such Business Combination equal to the result obtained by multiplying

the Purchase Price by two; or

(iv)

if the Principal Party in

such Business Combination is an Affiliate of one or more Persons that has Registered Common Shares outstanding, such number of Registered

Common Shares of whichever of such Affiliates of the Principal Party has Registered Common Shares with the greatest aggregate Market

Value on the date of consummation of such Business Combination as shall have an aggregate Market Value on the date of such Business Combination

equal to the result obtained by multiplying the Purchase Price by two.

(ii)

The Company shall not consummate any Business Combination unless each issuer of Common Shares for which Rights may be exercised,

as set forth in this Section 11(c), shall have sufficient authorized Common Shares that have not been issued or reserved for issuance

(and which shall, when issued upon exercise thereof in accordance with this Rights Agreement, be validly issued, fully paid and nonassessable

and free of preemptive rights, rights of first refusal or any other restrictions or limitations on the transfer or ownership thereof)

to permit the exercise in full of the Rights in accordance with this Section 11(c) and unless prior thereto:

a registration statement under the Securities Act on an

appropriate form, with respect to the Rights and the Common Shares of such issuer purchasable upon exercise of the Rights, shall be effective

under the Securities

Act; and

the Company and each such issuer shall have:

(1)

executed and delivered

to the Rights Agent a supplemental agreement providing for the assumption by such issuer of the obligations set forth in this Section

11(c) (including the obligation of such issuer to issue Common Shares upon the exercise of Rights in accordance with the terms set

forth in Sections 11(c)(i) and 11(c)(iii)) and further providing that such issuer, at its own expense, shall use its best

efforts to:

(i)

cause a registration statement under the Securities

Act on an appropriate form, with respect to the Rights and the Common Shares of such issuer purchasable upon exercise of the Rights,

to remain effective (with a prospectus at all times meeting the requirements of the Securities Act) until the Expiration Date;

(ii)

qualify or register

the Rights and the Common Shares of such issuer purchasable upon exercise of the Rights under the blue sky or securities laws of such

jurisdictions as may be necessary or appropriate; and

(iii)

list the Rights and the Common

Shares of such issuer purchasable upon exercise of the Rights on each national securities exchange on which the Common Shares were listed

prior to the consummation of the Business Combination or, if the Common Shares were not listed on a national securities exchange prior

to the consummation of the Business Combination, on a national securities exchange;

(2)

furnished to the Rights Agent a written opinion of independent

counsel stating that such supplemental agreement is a valid, binding and enforceable agreement of such issuer; and

(3)

filed with the Rights Agent a certificate of a nationally

recognized firm of independent accountants setting forth the number of Common Shares of such issuer that may be purchased upon the exercise

of each Right after the consummation of such Business Combination.

(iii)

After consummation of any Business Combination, (A) each issuer of Common Shares for which Rights may be exercised as set forth

in this Section 11(c) shall be liable for, and shall assume, by virtue of such Business Combination, all the obligations and duties

of the Company pursuant to this Rights Agreement, (B) the term “Company” shall thereafter be deemed to refer to such

issuer, (C) each such issuer shall take such steps in connection with such consummation as may be necessary to assure that the provisions

of this Rights Agreement (including Sections 11(a) and 11(c)) shall thereafter be applicable, as nearly as reasonably may

be, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights, (D) the number of Common Shares of each such

issuer thereafter receivable upon exercise of any Right shall be subject to adjustment from time to time in a manner and on terms as nearly

equivalent as practicable to the provisions of Sections 11 and 12 and (E) the other provisions of this Rights Agreement

(including Sections 7, 9 and 10) with respect to the Preferred Shares shall apply, as nearly as reasonably may be, on like

terms to any such Common Shares. The rights, duties, liabilities or responsibilities of the Rights Agent shall not be amended or otherwise

modified without its prior written consent.

SECTION 12. Certain Adjustments.

(a)

To preserve the actual or potential economic value of the Rights, if at any time after the date of this Rights Agreement there

shall be any change in the Common Shares or the Preferred Shares, including any change in the number of Common Shares or Preferred Shares

outstanding, whether by reason of stock dividends, stock splits, reclassifications, recapitalizations, mergers, consolidations, combinations

or exchanges of securities, split-ups, split-offs, spin-offs, liquidations, other similar changes in capitalization, any distribution

or issuance of cash, assets, evidences of indebtedness or subscription rights, options or warrants to holders of Common Shares, or Preferred

Shares, as the case may be (other than distribution of the Rights or regular quarterly cash dividends), or otherwise, then, in each such

event the Board shall make such appropriate adjustments in the number of Preferred Shares (or the number and kind of other securities)

issuable upon exercise of each Right, the Purchase Price and Redemption Price in effect at such time and the number of Rights outstanding

at such time (including the number of Rights or fractional Rights associated with each Common Share) such that following such adjustment

such event shall not have had the effect of reducing or limiting the benefits the holders of the Rights would have had absent such event.

(b)

If, as a result of an adjustment made pursuant to Section 12(a), the holder of any Right thereafter exercised shall become

entitled to receive any securities other than Preferred Shares, thereafter the number of such securities so receivable upon exercise of

any Right shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions

of Sections 11 and 12 and the other provisions of this Rights Agreement (including Sections 7, 9 and 10) with

respect to the Preferred Shares shall apply, as nearly as reasonably may be, on like terms to any such other securities.

originally issued by the Company subsequent to any adjustment made to the amount of Preferred Shares or other securities relating to a

Right shall evidence the right to purchase, for the Purchase Price, the adjusted number and kind of securities purchasable from time to

time hereunder upon exercise of the Rights, all subject to further adjustment as provided in this Rights Agreement.

(d)

Irrespective of any adjustment or change in the Purchase Price or the number of Preferred Shares or number or kind of other securities

issuable upon the exercise of the Rights, the Right Certificates theretofore and thereafter issued may continue to express the terms that

were expressed in the initial Right Certificates issued hereunder.

(e) In

any case in which action taken pursuant to Section 12(a) requires that an adjustment be made effective as of a record date

for a specified event, the Company may elect to defer until the occurrence of such event the issuing to the holder of any Right

exercised after such record date the Preferred Shares and/or other securities, if any, issuable upon such exercise over and above

the Preferred Shares and/or other securities, if any, issuable before giving effect to such adjustment; provided, however,

that the Company shall deliver to such holder a due bill or other appropriate instrument evidencing such holder’s right to

receive such additional securities upon the occurrence of the event requiring such adjustment.

SECTION 13. Certificate

of Adjustment. Whenever an adjustment is made or any event occurs affecting the Rights or their exercisability (including an event

which causes the Rights to become null and void) as provided in Section 11 or 12, the Company shall (a) promptly

prepare a certificate setting forth such adjustment or describing such event and a brief, reasonably detailed statement of the facts,

computations and methodology accounting for such adjustment, (b) promptly file with the Rights Agent and with each transfer agent for

the Preferred Shares, a copy of such certificate and (c) mail a brief summary thereof to each holder of a Right Certificate (or, if prior

to the Distribution Date, to each holder of Common Shares) in accordance with Section 25, provided that the failure to

prepare, file or mail such certificate or summary shall not affect the validity of such adjustment. The Rights Agent shall be fully protected

and indemnified by the Company for any and all losses, liabilities or costs, of any nature, incurred in relying on any such certificate

and on any adjustment or statement therein contained and shall not be deemed to have knowledge of any such adjustment or event unless

and until it shall have received such certificate.

SECTION 14. Additional Covenants.

(a)

Notwithstanding any other provision of this Rights Agreement, no adjustment to the number of Preferred Shares (or fractions of

a share) or other securities for which a Right is exercisable or the number of Rights outstanding or associated with each Common Share

or any similar or other adjustment shall be made or be effective if such adjustment would have the effect of reducing or limiting the

benefits the holders of the Rights would have had absent such adjustment, including the benefits under Sections 11 and 12,

unless the terms of this Rights Agreement are amended so as to preserve such benefits.

(b) The Company covenants and agrees that, after the Distribution Date, except as permitted by Section 26, it shall not take (or permit any Subsidiary of the Company to take) any action if at the time such action is taken it is intended or reasonably foreseeable that such action will reduce or otherwise limit the benefits the holders of Rights would have had absent such action, including the benefits under Sections 11 and 12. Any action taken by the Company during any period after any Person becomes an Acquiring Person but prior to the Distribution Date shall be null and void unless such action could be taken under this Section 14(b) from and after the Distribution Date. The Company shall not consummate any Business Combination if any issuer of Common Shares for which Rights may be exercised after such Business Combination in accordance with Section 11(c) shall have taken any action that reduces or otherwise limits the benefits the holders of Rights would have had absent such action, including the benefits under Sections 11 and 12.

SECTION 15. Fractional Rights and Fractional Shares.

(a)

The Company may, but shall not be required to, issue fractions of Rights or distribute Right Certificates which evidence fractional

Rights. In lieu of such fractional Rights, the Company may pay to the registered holders of the Right Certificates with regard to which

such fractional Rights would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole

Right. For purposes of this Section 15(a), the current market value of a whole Right shall be the closing price of the Rights (as

determined pursuant to the second sentence of the definition of Market Value contained in Section 1) for the Trading Day immediately

prior to the date on which such fractional Rights would have been otherwise issuable.

(b)

With respect to one one-thousandths (1/1,000ths) of a Preferred Share (as such fraction may be adjusted as provided in

this Rights Agreement), or any integral multiple thereof, represented by one or more whole Rights immediately prior to their exercise,

the Company shall be required and, with respect to other fractions of a Preferred Share the Company may, but shall not be required, to

(i) issue fractions of Preferred Shares upon exercise of the Rights or distribute certificates that evidence such fractional Preferred

Shares or (ii) utilize a depositary arrangement as provided by the terms of this Rights Agreement and the Preferred Shares. Except

with respect to one one-thousandths (1/1,000ths) of a Preferred Share (as such fraction may be adjusted as provided in this Rights

Agreement), or any integral multiple thereof, represented by one or more whole Rights immediately prior to their exercise, the Company,

in lieu of issuing fractional shares, may elect to pay to the registered holders of Right Certificates at the time such Rights are exercised

as herein provided an amount in cash equal to the same fraction of the current market value of one Preferred Share, if any are

outstanding and publicly traded (or the same fraction of the current market value of one Common Share times the Formula Number (as defined

in the Amended and Restated Certificate of Designation) if the Preferred Shares are not outstanding and publicly traded). For purposes

of this Section 15(b), the current market value of a Preferred Share (or Common Share) shall be the closing price of a Preferred

Share (or Common Share) (as determined pursuant to the second sentence of the definition of Market Value contained in Section 1)

for the Trading Day immediately prior to the date of such exercise. If, as a result of an adjustment made pursuant to Section 12(a),

the holder of any Right thereafter exercised shall become entitled to receive any securities other than Preferred Shares, the provisions

of this Section 15(b) shall apply, as nearly as reasonably practicable, on like terms to such other securities.

(c)

The Company may, but shall not be required to, issue fractions of Common Shares upon exchange of Rights pursuant to Section

11(b), or to distribute certificates that evidence fractional Common Shares. In lieu of such fractional Common Shares, the Company

may pay to the registered holders of the Right Certificates with regard to which such fractional Common Shares would otherwise be issuable

an amount in cash equal to the same fraction of the current Market Value of one Common Share as of the date on which a Person became an

Acquiring Person.

(d)

Each holder of Rights by the acceptance of such Rights expressly waives such holder’s right to receive any fractional Rights

or any fractional shares upon exercise of a Right except as provided in this Section 15.

(e)

Whenever a payment for fractional Rights or fractional shares is to be made by the Rights Agent under any section of this Rights

Agreement, the Company shall (i) promptly prepare and deliver to the Rights Agent a certificate setting forth in reasonable detail the

facts related to such payments and the prices and formulas utilized in calculating such payments, and (ii) provide sufficient monies to

the Rights Agent in the form of fully collected funds to make such payments. The Rights Agent shall be fully protected in relying upon

such a certificate and shall have no duty with respect to, and shall not be deemed to have knowledge of, any payment for fractional Rights

or fractional shares under any section of this Rights Agreement relating to the payment of fractional Rights or fractional shares unless

and until the Rights Agent shall have received such a certificate and sufficient monies.

SECTION 16. Rights of Action.

(a)

All rights of action in respect of this Rights Agreement, excepting the rights of action given to the Rights Agent hereunder, including

Sections 19 and 21, are vested in the respective registered holders of the Right Certificates (and, prior to the Distribution

Date, the registered holders of the Common Shares); and any registered holder of any Right Certificate (or, prior to the Distribution

Date, of the Common Shares), without the consent of the Rights Agent or of the holder of any other Right Certificate (or, prior to the

Distribution Date, of the Common Shares) may, on such holder’s own behalf and for such holder’s own benefit, enforce, and

may institute and maintain any suit, action or proceeding against the Company to enforce, or otherwise act in respect of, such holder’s

right to exercise the Rights evidenced by such Right Certificate in the manner provided in such Right Certificate and in this Rights

Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the

holders of Rights would not have an adequate remedy at law for any breach of this Rights Agreement by the Company and shall be entitled

to specific performance of the obligations of the Company under, and injunctive relief against actual or threatened violations of the

obligations of the Company. Notwithstanding anything in this Rights Agreement to the contrary, neither the Company nor the Rights Agent

shall have any liability to any holder of a Right or other Person as a result of each of its inability to perform any of its obligations

under this Rights Agreement by reason of any preliminary or permanent injunction or other order, judgment, decree or ruling (whether interlocutory

or final) issued by a court of competent jurisdiction or by a governmental, regulatory, self-regulatory or administrative agency or commission,

or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining

performance of such obligation; provided, however, the Company must use reasonable efforts to have any such injunction, order,

judgment, decree or ruling lifted or otherwise overturned as soon as possible.

(b)

Any holder of Rights who prevails in an action to enforce the provisions of this Rights Agreement shall be entitled to recover

the reasonable costs and expenses, including attorneys’ fees, incurred in such action.

SECTION 17. Transfer and Ownership of Rights and

Right Certificates.

(a)

Prior to the Distribution Date, the Rights shall be transferable only in connection with the transfer of the Common Shares and

the Right associated with each such Common Share shall be automatically transferred upon the transfer of each such Common Share.

(b)

After the Distribution Date, the Right Certificates shall be transferable, subject to Section 7(e), only on the registry

books of the Rights Agent if surrendered at the office of the Rights Agent designated for such purpose, duly endorsed or accompanied by

a proper instrument of transfer and with the appropriate forms and certificates properly completed and duly executed.

(c)

The Company and the Rights Agent may deem and treat the Person in whose name a Right Certificate (or, prior to the Distribution

Date, the associated Common Shares certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding

any notations of ownership or writing on the Right Certificates or the associated certificate for Common Shares made by anyone other than

the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice

to the contrary.

SECTION 18. Right Certificate

Holder Not Deemed a Stockholder. No holder, as such, of any Right Certificate shall be entitled to vote or receive dividends or other

distributions or be deemed, for any purpose, the holder of the Preferred Shares or of any other securities of the Company which may at

any time be issuable on the exercise of the Rights represented thereby, nor shall anything contained herein or in any Right Certificate

be construed to confer upon the holder of any Right Certificate, as such, any of the rights of a stockholder of the Company, including

any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold

consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders, or to receive dividends or

other distributions or subscription rights, or otherwise, until the Right or Rights evidenced by such Right Certificate shall have been

exercised in accordance with the provisions hereof.

SECTION 19. Concerning the

Rights Agent.

(a)

The Company agrees to pay to the Rights Agent reasonable compensation as shall be agreed to in writing between the Company and

the Rights Agent for all services rendered by it hereunder in accordance with a fee schedule and, from time to time, on demand of the

Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the preparation, delivery, negotiation, amendment,

administration and execution of this Rights Agreement and the exercise and performance of its duties hereunder, including any taxes or

governmental charges imposed as a result of the action taken by it hereunder (other than any taxes on the fees payable to it).

(b)

The Rights Agent shall be protected and shall incur no liability for or in respect of any action taken, suffered or omitted by

it in connection with its acceptance and administration of this Rights Agreement and the exercise and performance of its duties hereunder

in reliance upon any Right Certificate or certificate for the Preferred Shares or Common Shares, or for other securities of the Company

(including in the case of uncertificated securities, by notation in book entry accounts reflecting ownership), instrument of assignment

or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or

document believed by it to be genuine and to be signed, executed and, where necessary, verified, guaranteed or acknowledged, by the proper

Person or Persons or otherwise upon the advice of counsel as set forth in Section 21 hereof. The Rights Agent shall not be deemed to have

knowledge of any event of which it was supposed to receive notice thereof hereunder, and the Rights Agent shall be fully protected and

shall incur no liability for failing to take action in connection therewith, unless and until it has received such notice in writing.

(c)

The provisions of this Section 19, Section 21 and any other provisions hereunder concerning indemnification of the

Rights Agent hereof shall survive the termination of this Rights Agreement, the exercise or expiration of the Rights and the resignation,

replacement or removal of the Rights Agent. The costs and expenses incurred by the Rights Agent in enforcing this right of indemnification

shall be paid by the Company.

SECTION 20. Merger or Consolidation or Change

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 corporate trust or stockholder services business of the Rights Agent or any successor Rights Agent, shall be the successor

to the Rights Agent under this Rights Agreement without the execution or filing of any paper or any further act on the part of any of

the parties hereto; provided, however, that such Person would be eligible for appointment as a successor Rights Agent under the

provisions of Section 22. In case, at the time such successor Rights Agent shall succeed to the agency created by this Rights

Agreement, any of the Right Certificates shall have been countersigned but not delivered, any such successor Rights Agent may adopt the

countersignature of the predecessor Rights Agent and deliver such Right Certificates so countersigned; and, in case at that time any

of the Right Certificates shall not have been countersigned, any successor Rights Agent may countersign such Right Certificates either

in the name of the predecessor Rights Agent or in the name of the successor Rights Agent; and in all such cases such Right Certificates

shall have the full force provided in the Right Certificates and in this Rights Agreement.

(b)

In case at any time the name of the Rights Agent shall be changed and at such time any of the Right Certificates shall have been

countersigned but not delivered, the Rights Agent may adopt the countersignature under its prior name and deliver Right Certificates

so countersigned; and, in case at that time any of the Right Certificates shall not have been countersigned, the Rights Agent may countersign

such Right Certificates either in its prior name or in its changed name; and in all such cases such Right Certificates shall have the

full force provided in the Right Certificates and in this Rights Agreement.

SECTION 21. Duties of

Rights Agent. The Rights Agent undertakes to perform the duties and obligations imposed by this Rights Agreement upon the following

terms and conditions (and no implied duties or obligations shall be read into this Rights Agreement against the Rights Agent), by all

of which the Company and the holders of Right Certificates (or, prior to the Distribution Date, of the Common Shares), by their acceptance

thereof, shall be bound:

(a)

The Rights Agent may consult with

legal counsel (who may be legal counsel for the Company), and the advice or opinion of such counsel shall be full and complete authorization

and protection to the Rights Agent as to any action taken, suffered or omitted by it in the absence of bad faith and in accordance with

such advice

or opinion.

(b)

Whenever in the performance

of its duties under this Rights Agreement the Rights Agent shall deem it necessary or desirable that any fact or matter (including the

identity of any Acquiring Person) 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 shall be herein specifically prescribed) may be deemed to be conclusively

proved and established by a certificate signed by the Chairman of the Board, the Chief Executive Officer, the President or Secretary

of the Company and delivered to the Rights Agent; and such certificate shall be full authorization and protection to the Rights Agent

and the Rights Agent shall incur no liability for or in respect of any action taken, suffered or omitted by it under the provisions of

this Rights Agreement in reliance upon such certificate. The Rights Agent shall have no duty to act without such a certificate as set

forth in this Section 21(b).

(c)

The Rights Agent shall

be liable hereunder to the Company and any other Person only for its own gross negligence, bad faith or willful misconduct (which gross

negligence, bad faith or willful misconduct must be determined by a final nonappealable judgment of a court of competent jurisdiction).

Notwithstanding anything in this Rights Agreement to the contrary, in no event will the Rights Agent be liable for special, punitive,

indirect, incidental or consequential 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 damages and regardless of the form of action. Notwithstanding anything

in this Rights Agreement to the contrary, the Rights Agent’s aggregate liability during any term of this Rights Agreement with

respect to, arising from, or arising in connection with this Rights Agreement, will be limited to, and will not exceed, the amount of

annual fees paid by the Company to the Rights Agent (but not including reimbursed expenses) during the twelve (12) months immediately

preceding the event for which recovery from the Rights Agent is being sought.

(d)

The Rights Agent shall not be liable for or by reason

of any of the statements of fact or recitals contained in this Rights Agreement or in the Right Certificates, including in the case of

Common Shares held in book-entry form, (except as to its countersignature thereof)

or be required to verify the same, and all such statements and recitals are and shall be deemed to have been made by the Company only.

(e)

The Rights Agent shall not

have any liability for or be under any responsibility in respect of the validity of this Rights Agreement or the execution and delivery

hereof (except the due execution and delivery hereof by the Rights Agent) or in respect of the legality or validity or execution of any

Right Certificate, including in the case of Common Shares held in book-entry form, (except its countersignature thereof); nor shall it

be liable or responsible for any breach by the Company of any covenant or condition contained in this Rights Agreement or in any Right

Certificate; nor shall it be liable or responsible for any adjustment required under the provisions of Section 11 or 12

or liable or responsible for the manner, method or amount of any such adjustment or the ascertaining of the existence of facts that would

require any such adjustment (except with respect to the exercise of Rights evidenced by Right Certificates after actual written notice

of 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 Preferred Shares or Common Shares to be issued pursuant to this Rights Agreement or any Right Certificate or as to

whether any Preferred Shares or Common Shares will, when so issued, be validly authorized and issued, fully paid and nonassessable.

(f)

The Company agrees that it shall

perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further and other acts,

instruments and assurances as may reasonably be required by the Rights Agent for the carrying out or performing by the Rights Agent of

the provisions of this Rights Agreement.

(g)

The Rights Agent is hereby

authorized and directed to accept instructions with respect to the performance of its duties hereunder from the Chairman of the Board,

the Chief Executive Officer, the President or Secretary of the Company of the Company in connection with its duties and it shall not

be liable for any action taken, suffered or omitted by it in the absence of bad faith in accordance with instructions of any such instruction.

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, in its sole discretion, refrain

from taking any action, and shall be fully protected and shall not be liable in any way to Company, the holder of any Right Certificate

or any other Person 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 satisfaction of the Rights Agent.

(h)

The Rights Agent and any stockholder,

member, affiliate, director, officer, employee, agent or representative of the Rights Agent may buy, sell or deal in any of the Rights

or other securities of the Company or become pecuniarily interested in any transaction in which the Company or its Subsidiaries may be

interested, or contract with or lend money to the Company or its Subsidiaries or otherwise act as fully and freely as though it were

not the Rights Agent under this Rights Agreement. Nothing herein shall preclude the Rights Agent or any stockholder, member, affiliate,

director, officer, employee, agent or representative from acting in any other capacity for the Company or for any other Person.

(i)

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 properly completed, the

certification set forth therein has been altered or any other change to such form has been made (other than with respect to the information

that the form requires the executor thereof to furnish in the blank spaces provided for such purpose), the Rights Agent shall

not take any further action with respect to such requested exercise or transfer without first consulting with the Company.

(j)

The Rights Agent may

execute and exercise any of the rights or powers hereby vested in it or perform any duty hereunder either itself or by or through its

attorneys or agents, and the Rights Agent shall not be answerable or accountable for any act or for any loss to the Company resulting

from any such act, default, neglect or misconduct of any such attorneys or agents absent gross negligence, bad faith or willful misconduct

in the selection and continued employment thereof (which gross negligence or bad faith must be determined by a final, non-appealable

judgment of a court of competent jurisdiction).

(k)

The Company shall indemnify

the Rights Agent for, and hold the Rights Agent harmless against, any loss, liability, damage, judgment, fine, penalty, claim demand,

settlement, cost or expense (including reasonable fees and expenses of legal counsel) that the Rights Agent may pay, incur or suffer

in connection with the execution, acceptance, administration, exercise and performance of its duties under this Rights Agreement, including

the costs and reasonable expenses of defending against any claim of liability arising therefrom, directly or indirectly and the costs

and reasonable expense of enforcing this right of indemnification; provided, however, that the Rights Agent shall not be indemnified

or held harmless with respect to any such loss, liability, damage, judgment, fine, penalty, claim demand, settlement, cost or expense

incurred by the Rights Agent as a result of, or arising out of, its own gross negligence, bad faith or willful misconduct (each as determined

by a final non appealable judgment of a court of competent jurisdiction) in the performance of its duties hereunder. The Rights Agent

agrees to promptly notify the Company of the assertion of any action, proceeding, suit or claim against the Rights Agent, provided, however,

that failure by the Rights Agent to provide such notice shall not relieve the Company of any liability hereunder. The costs and expenses

incurred in enforcing this right of indemnification shall be paid by the Company.

(l)

The Rights Agent shall not be deemed to have knowledge

of any event of which it was supposed to receive notice thereof hereunder, and the Rights Agent shall be fully protected and shall incur

no liability for failing to take action in connection therewith, unless and until it has received such notice in writing.

(m)

No provision of this Rights

Agreement shall require the Rights Agent to expend or risk its own funds or otherwise incur any financial liability in the performance

of any of its duties hereunder or in the exercise any of its rights or powers if it believes that repayment of such funds or adequate

indemnification against such risk or liability is not reasonably assured to it.

SECTION 22. Change

of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement

upon 30 days’ notice in writing mailed to the Company and, in the event that the Rights Agent or one of its Affiliates is not also

the transfer agent for the Company, to each transfer agent of the Common Shares and the Preferred Shares. In the event the 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 Rights Agreement as of the effective date of such termination, and the Company shall be

responsible for providing notice of such resignation to each transfer agent of the Common Shares and the Preferred Shares. The Company

may remove the Rights Agent or any successor Rights Agent upon 30 days’ notice in writing, mailed to the Rights Agent or successor

Rights Agent, as the case may be, and to each transfer agent of the Common Shares and the Preferred Shares by registered or certified

mail, and to the holders of the Right Certificates (or, prior to the Distribution Date, of the Common Shares) by first-class mail. If

the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the

Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after giving notice of such removal or after

it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent, then the registered

holder of any Right Certificate (or, prior to the Distribution Date, of the Common Shares) may apply to any court of competent jurisdiction

for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be

(a) a Person organized and doing business under the laws of the United States or any state of the United States, in good standing, which

is authorized under such laws to exercise corporate trust or stockholder services powers and is subject to supervision or examination

by Federal or state authority and which has at the time of its appointment as Rights Agent, along with its Affiliates, a combined capital

and surplus of at least $50,000,000 or (b) any 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 execute and deliver any further assurance, conveyance, act or deed necessary for the purpose;

provided, that the predecessor Rights Agent shall not be required to incur any additional expenses or assume any additional liability

in connection with the foregoing. Not later than the effective date of any such appointment, the Company shall mail notice thereof in

writing to the predecessor Rights Agent and each transfer agent of the Common Shares and the Preferred Shares, and mail a notice thereof

in writing to the registered holders of the Right Certificates (or, prior to the Distribution Date, of the Common Shares). Failure to

give any notice provided for in this Section 22, however, or any defect therein shall not affect the legality or validity

of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

SECTION 23. Issuance

of Additional Rights and Right Certificates. Notwithstanding any of the provisions of this Rights Agreement or of the Rights to the

contrary, the Company may, at its option, issue new Right Certificates evidencing Rights in such form as may be approved by the Board

to reflect any adjustment or change made in accordance with the provisions of this Rights Agreement. In addition, in connection with the

issuance or sale of Common Shares following the Distribution Date and prior to the earlier of the Redemption Date and the Expiration Date,

the Company (a) shall, with respect to Common Shares so issued, granted or sold pursuant to the exercise of stock options or under any

employee plan or arrangement (whether or not subject to vesting or other restrictions), or upon the exercise, conversion or exchange of

securities, notes or debentures issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by the Board,

issue Right Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however,

that (i) no such Right Certificate shall be issued if, and to the extent that, the Company shall be advised by counsel that such issuance

would create a significant risk of material adverse tax consequences to the Company or the Person to whom such Right Certificate would

be issued, (ii) no such Right Certificate shall be issued if, and to the extent that, appropriate adjustment shall otherwise have been

made in lieu of the issuance thereof and (iii) no such Right Certificate shall be issued to an Acquiring Person or an Affiliate or Associate

of an Acquiring Person.

SECTION 24. Redemption and

Termination.

(a)

The Board may, at its option, at any time prior to the earlier of (i) the Share Acquisition Date and (ii) the Expiration Date,

order the redemption of all, but not fewer than all, the then outstanding Rights at the Redemption Price (the date of such redemption

being the “Redemption Date”), and the Company, at its option, may pay the Redemption Price either in cash or Common

Shares or other securities of the Company deemed by the Board, in the exercise of its sole discretion, to be at least equivalent in value

to the Redemption Price.

(b)

Immediately upon the action of the Board ordering the redemption of the Rights, and without any further action and without any

notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the

Redemption Price. Promptly after the action of the Board ordering the redemption of the Rights, the Company shall give notice of such

redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at their last

addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the

transfer agent for the Common Shares. Each such notice of redemption shall state the method by which payment of the Redemption Price will

be made. The notice, if mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or

not the holder of Rights receives such notice. In any case, failure to give such notice by mail, or any defect in the notice, to any particular

holder of Rights shall not affect the sufficiency of the notice to other holders of Rights. Neither the Company nor any of its Affiliates

or Associates may redeem, acquire or purchase for value any Rights at any time in any manner except as specifically set forth in this

Section or in Section 11(b) or in connection with the purchase of Common Shares prior to the Distribution Date.

SECTION 25. Notices.

Notices or demands authorized by this Rights Agreement to be given or made by the Rights Agent or by the holder of a Right Certificate

(or, prior to the Distribution Date, of the Common Shares) to or on the Company shall be sufficiently given or made if in writing and

when sent by overnight delivery service or first-class mail, postage-prepaid, addressed (until another address is filed in writing with

the Rights Agent) as follows:

Sonoma Pharmaceuticals, Inc.

5445 Conestoga Court,

Suite 150

Boulder, CO 80301

Attention: Chief Executive Officer

Subject to the provisions of

Section 22, any notice or demand authorized by this Rights Agreement to be given or made by the Company or by the holder of a Right

Certificate (or, prior to the Distribution Date, of the Common Shares) to or on the Rights Agent shall be sufficiently given or made if

in writing and when sent by overnight delivery service or first-class mail, postage-prepaid, addressed (until another address is filed

in writing with the Company) as follows:

Computershare Trust Company, N.A.

250 Royall Street

Canton, MA 02021

Attention: Client Services

Notices or demands authorized

by this Rights Agreement to be given or made by the Company or the Rights Agent to any holder of a Right Certificate (or, prior to the

Distribution Date, of the Common Shares) shall be sufficiently given or made if in writing and when sent by first-class mail, postage-prepaid,

addressed to such holder at the address of such holder as shown on the registry books of the Rights Agent or, prior to the Distribution

Date, on the registry books of the transfer agent for the Common Shares.

SECTION

26. Supplements and Amendments. At any time prior to the Distribution Date, and subject to the last sentence of this Section

26, the Company may, and the Rights Agent shall if the Company so directs, but subject to the penultimate sentence in this Section

26, supplement or amend any provision of this Rights Agreement in any manner which the Company may deem necessary or desirable (including

the date on which the Distribution Date shall occur, the amount of the Purchase Price, the definition of “Acquiring Person”

or the time during which the Rights may be redeemed pursuant to Section 24) without the approval of any holder of the Rights. From

and after the Distribution Date, and subject to applicable law, the Company may, and the Rights Agent shall if the Company so directs,

amend this Rights Agreement without the approval of any holders of Right Certificates only (a) to cure any ambiguity or to correct or

supplement any provision contained herein which may be defective or inconsistent with any other provision of this Rights Agreement or

(b) to otherwise change or supplement any other provisions in this Rights Agreement in any manner which the Company may deem necessary

or desirable and which does not adversely affect the interests of the holders of Right Certificates (other than an Acquiring Person, an

Affiliate or Associate of an Acquiring Person, a Post Transferee, a Prior Transferee or a Further Subsequent Transferee). Any supplement

or amendment adopted during any period after any Person has become an Acquiring Person but prior to the Distribution Date shall be null

and void unless such supplement or amendment could have been adopted under the prior sentence from and after the Distribution Date. All

supplements and amendments shall be in writing and must be authorized by the Board and no supplement or amendment to this Rights Agreement

shall be effective unless duly executed by the Company and the Rights Agent. Upon the delivery of a certificate from the Chairman of the

Board, the Chief Executive Officer, the President or Secretary of the Company that states that the proposed supplement or amendment is

in compliance with the terms of this Section 26, the Rights Agent shall execute such supplement or amendment; provided, that the

Rights Agent may, but shall not be obligated to, enter into any supplement or amendment that affects the Rights Agent’s own rights,

duties, obligations or immunities under this Rights Agreement. In addition, notwithstanding anything to the contrary contained in this

Rights Agreement, no supplement or amendment to this Rights Agreement shall be made which reduces the Redemption Price (except as required

by Section 12(a)) or extends the Expiration Date.

SECTION

27. Successors. All the covenants and provisions of this Rights Agreement by or for the benefit of the Company or the Rights

Agent shall bind and inure to the benefit of their respective successors and assigns hereunder.

SECTION 28. Benefits of Rights

Agreement; Determinations and Actions by the Board, etc.

(a)

Nothing in this Rights Agreement shall be construed to give to any Person other than the Company, the Rights Agent and the registered

holders of the Right Certificates (and, prior to the Distribution Date, of the Common Shares) any legal or equitable right, remedy or

claim under this Rights Agreement; but this Rights Agreement shall be for the sole and exclusive benefit of the Company, the Rights Agent

and the registered holders of the Right Certificates (and, prior to the Distribution Date, of the Common Shares).

(b)

Except as explicitly otherwise provided in this Rights Agreement, without limiting the rights of the Rights Agent under

this Rights Agreement, the Board shall have the exclusive power and authority to administer this Rights Agreement and to exercise all

rights and powers specifically granted to the Board or to the Company, or as may be necessary or advisable, in the administration of

this Rights Agreement, including the right and power to (i) interpret the provisions of this Rights Agreement and (ii) make all determinations

deemed necessary or advisable for the administration of this Rights Agreement (including a determination to redeem or not redeem the

Rights or to amend this Rights Agreement and a determination of whether there is an Acquiring Person). For all purposes of this Rights

Agreement, any calculation of the number of Common Shares outstanding at any particular time, including for purposes of determining the

particular percentage of such outstanding Common Shares of which any Person is the Beneficial Owner, will be made in accordance with,

as the Board deems to be applicable, the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange

Act or the provisions of Section 382. The Rights Agent is entitled always to assume that the Board acted in good faith and shall be fully

protected and incur no liability in reliance thereon.

(c)

Nothing contained in this Rights Agreement shall be deemed to be in derogation of the obligation of the Board to exercise its fiduciary

duty. Without limiting the foregoing, nothing contained herein shall be construed to suggest or imply that the Board shall not be entitled

to reject any tender offer or other acquisition proposal, or to recommend that holders of Common Shares reject any tender offer or other

acquisition proposal, or to take any other action (including the commencement, prosecution, defense or settlement of any litigation and

the submission of additional or alternative offers or other proposals) with respect to any tender offer or other acquisition proposal

that the Board believes is necessary or appropriate in the exercise of such fiduciary duty.

SECTION 29. Process

to Seek Exemption. Any Person who desires to effect any acquisition of securities that would, if consummated, result in such Person

becoming an Acquiring Person (a “Requesting Person”) may, prior to such time and in accordance with this Section

29, request that the Board grant an exemption with respect to such acquisition under this Rights Agreement so that such Person would

be deemed to be an “Exempt Person” as defined in Section 1 for purposes of this Rights Agreement (an “Exemption

Request”). An Exemption Request shall be in proper form and shall be delivered by overnight delivery service or first-class

mail, postage-prepaid, to the Secretary of the Company at the principal executive office of the Company. The Exemption Request shall be

deemed made upon receipt by the Secretary of the Company. To be in proper form, an Exemption Request shall set forth (a) the name and

address of the Requesting Person, (b) the number and percentage of Common Shares then Beneficially Owned by the Requesting Person, together

with all Affiliates and Associates of the Requesting Person, and (c) a reasonably detailed description of the transaction or transactions

by which the Requesting Person would propose to become an Acquiring Person and the maximum number and percentage of Common Shares that

the Requesting Person proposes to acquire. The Board shall make a determination whether to grant an exemption in response to an Exemption

Request as promptly as practicable (and, in any event, within ten Business Days) after receipt thereof; provided, that the failure

of the Board to make a determination within such period shall be deemed to constitute the denial by the Board of the Exemption Request.

The Requesting Person shall respond promptly to reasonable and appropriate requests for additional information from the Board and its

advisors to assist the Board in making its determination. The Board shall only grant an exemption in response to an Exemption Request

if the Board determines in its sole discretion that the acquisition of Beneficial Ownership of Common Shares by the Requesting Person,

considered alone or with other transactions (including past transactions or contemplated transactions), (i) will not jeopardize or endanger

the availability to the Company of its NOLs or other Tax Benefits, taking into account all relevant facts and circumstances, including

the potential for the Company to issue a reasonable amount of equity in the future without jeopardizing the availability of its NOLs and

other Tax Benefits or (ii) is otherwise in the best interests of the Company. Any exemption granted hereunder may be granted in whole

or in part, and may be subject to limitations or conditions (including a requirement that the Requesting Person agree that it will not

acquire Beneficial Ownership of Common Shares in excess of the maximum number and percentage of shares approved by the Board), in each

case as and to the extent the Board shall determine necessary or desirable to provide for the protection of the NOLs and other Tax Benefits

or as is otherwise in the best interests of the Company. Any Exemption Request may be submitted on a confidential basis and, except to

the extent required by applicable law, the Company shall maintain the confidentiality of such Exemption Request and the Board’s

determination with respect thereto, unless the information contained in the Exemption Request or the Board’s determination with

respect thereto otherwise becomes publicly available. The Exemption Request shall be considered and evaluated by the Board, or a duly

constituted committee of Independent Directors, and the action of a majority of such directors (or such committee) shall be deemed to

be the determination of the Board for purposes of such Exemption Request.

SECTION 30. Tax Benefits

Review. In addition to the review and evaluation otherwise contemplated by this Rights Agreement, the Board, or a duly constituted

committee of Independent Directors, shall review the calculation for determining whether an ownership change has occurred under Section

382 once per year (or with such greater frequency as the Board (or any such committee), in its sole discretion, shall determine is advisable).

The Board shall determine after such review whether maintenance of this Rights Agreement continues to be advisable in order to preserve

the value of the NOLs and other Tax Benefits, taking into account all the relevant facts and circumstances, including the potential for

the Company to issue a reasonable amount of equity in the future without jeopardizing the availability of the NOLs and other Tax Benefits,

the potential value of the NOLs and other Tax Benefits even after an ownership change under Section 382 based upon the price of the Company's

Common Shares at such time or based upon changes in the Company's projected taxable income during any future period and potential opportunities

to monetize the NOLs through one or more inter-company sales or other transactions that increase the depreciable basis of the Company's

assets.

SECTION

31. Severability. If any term, provision, covenant or restriction of this Rights Agreement is held by a court of competent

jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions

of this Rights Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated; provided, however,

that if such excluded provision, covenant or restriction shall affect the rights, immunities, liabilities, duties or obligations of the

Rights Agent, the Rights Agent shall be entitled to resign immediately.

SECTION

32. Governing Law. This Rights Agreement and each Right Certificate issued hereunder shall be deemed to be a contract made

under the law of the State of Delaware and for all purposes shall be governed by and construed in accordance with the law of such State

applicable to contracts to be made and performed entirely within such State.

SECTION

33. Counterparts; Effectiveness. This Rights Agreement may be executed in any number of counterparts and each of such counterparts

shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

A signature to this Rights Agreement transmitted electronically shall have the same authority, effect and enforceability as an original

signature. This Rights Agreement shall be effective as of the Close of Business on the date hereof.

SECTION

34. Descriptive Headings. Descriptive headings of the several Sections of this Rights Agreement are inserted for convenience

only and shall not control or affect the meaning or construction of any of the provisions of this Rights Agreement.

SECTION

35. Force Majeure. Notwithstanding anything to the contrary contained herein, the Rights Agent shall not be liable for any

delays or failures in performance resulting from acts beyond its reasonable control and without the fault or gross negligence of the delayed

or non-performing party, including acts of God, epidemic, pandemic, terrorist acts, shortage of supply, breakdowns or malfunctions, interruptions

or malfunction of computer facilities, or loss of data due to power failures or mechanical difficulties with information storage or retrieval

systems, labor difficulties, war, or civil unrest.

IN WITNESS WHEREOF, the

parties hereto have caused this Rights Agreement to be duly executed as of the day and year first above written.

Sonoma

Pharmaceuticals, Inc.,

By: /s/ Amy Trombly

Name: Amy Trombly

Title: Chief Executive Officer

Computershare Inc., as Rights Agent

By: /s/ Brooke Webb

Name: Brooke Webb

Title: Senior

Vice President, Client Management

Exhibit A

AMENDED AND RESATED CERTIFICATE

OF DESIGNATION

SERIES B PREFERRED STOCK

SONOMA PHARMACEUTICALS, INC.

The undersigned do hereby certify :

That pursuant to the authority

vested in the board of directors of the Company (the “Board of Directors”) by the Company’s Restated Certificate

of Incorporation, as amended (the “Certificate of Incorporation”), the Board of Directors, on October 18, 2016, adopted

a resolution authorizing the creation of a series of 100,000 shares of Preferred Stock designated as “Series B Preferred Stock”

and the Certificate of Designation for the Series B Preferred Stock was filed with the Secretary of State of Delaware on October 18, 2016

(the “Series B Certificate”);

That no shares of Series B Preferred

Stock have been issued; and

That pursuant to the authority

conferred upon the Board of Directors by the Certificate of Incorporation, on October 6, 2026, the Board adopted the following resolution

for purposes of amending and restating the Series B Certificate:

RESOLVED, that pursuant

to the authority vested in the board of directors of the Company (the “Board of Directors”) by the Company’s

Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”), the Certificate of Designation,

filed with the Secretary of State of Delaware on October 18, 2016, which created a series of Preferred Stock, par value $0.0001 per share,

of the Company designated as “Series B Preferred Stock” (such Certificate of Designation, the “Series B Certificate”),

be and hereby is amended and restated in its entirety as set forth herein, and the terms of the Series B 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 B Preferred Stock are as follows:

SECTION

1. Designation and Amount. There shall be a series of Preferred Stock designated as “Series B Preferred Stock,”

and the number of shares constituting such series shall be 100,000. Such number of shares may be increased or decreased by resolution

of the Board of Directors of the Company (the “Board”); provided, however, that no decrease shall reduce the number

of shares of Series B Preferred Stock to less than the number of shares then issued and outstanding plus the number of shares issuable

upon exercise of outstanding rights, options or warrants or upon conversion of outstanding securities issued by the Company.

SECTION 2. Dividends

or Distributions. Subject to the superior rights of the holders of shares of any other series of preferred stock of the Company or

other class of capital stock of the Company ranking superior to the shares of Series B Preferred Stock with respect to dividends or distributions,

the holders of shares of Series B Preferred Stock shall be entitled to receive a dividend or distribution, when, as and if declared by

the Board, out of the assets of the Company legally available therefor.

SECTION 3. Voting Rights.

The holders of shares of Series B Preferred Stock, in addition to the voting rights provided by law, shall have the following voting rights:

A-1

(a)

Each holder of Series B Preferred Stock shall be entitled to a number of votes on each matter on which holders of the Common Stock,

par value $0.0001 per share, of the Company (the “Common Stock”) or stockholders are entitled to vote equal to the

Formula Number then in effect, for each share of Series B Preferred Stock held of record, multiplied by the maximum number of votes per

share which any holder of Common Stock or stockholders generally then have with respect to such matter (assuming, if applicable, any

holding period or other requirement to exercise such maximum voting rights is satisfied). As used herein, the “Formula Number”

shall be 1,000; provided, however, that, if at any time after October 6, 2026, the Company shall (i) declare or pay any dividend

on the Common Stock payable in shares of Common Stock or make any distribution on the Common Stock in shares of Common Stock, (ii) subdivide

(by a stock split or otherwise) the outstanding shares of Common Stock into a larger number of shares of Common Stock, or (iii) combine

(by a reverse stock split or otherwise) the outstanding shares of Common Stock into a smaller number of shares of Common Stock, then

in each such event the Formula Number shall be adjusted to a number determined by multiplying the Formula Number in effect immediately

prior to such event by a fraction, the numerator of which is the number of shares of Common Stock that are outstanding immediately after

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

(and rounding the result to the nearest whole number); and provided further that, if at any time after October 6, 2026, the Company shall

issue any shares of its capital stock in a merger, reclassification, or change of the outstanding shares of Common Stock, then in each

such event the Formula Number shall be appropriately adjusted to reflect such merger, reclassification or change so that each share of

Series B Preferred Stock continues to be the economic equivalent of a Formula Number of shares of Common Stock prior to such merger,

reclassification or change.

(b)

Except as otherwise herein provided or by applicable law, the holders of shares of Series B Preferred Stock and the holders of

shares of Common Stock shall vote together as one class for the election of directors of the Company and on all other matters submitted

to a vote of stockholders of the Company.

SECTION

4. Certain Restrictions. Whenever dividends or distributions on the Series B Preferred Stock as provided in Section 2 are in

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

Stock outstanding shall have been paid in full, the Company shall not:

(i)

declare or pay dividends on, make any other distributions on, or redeem or purchase or otherwise acquire for consideration any

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

(ii)

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

or upon liquidation, dissolution or winding up) with the Series B Preferred Stock, except dividends paid ratably on the Series B Preferred

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

all such shares are then entitled;

(iii)

redeem or purchase or otherwise acquire for consideration shares of any stock ranking on a parity (either as to dividends or upon

liquidation, dissolution or winding up) with the Series B Preferred Stock; provided, however, that the Company may at any time redeem,

purchase or otherwise acquire shares of any such parity stock in exchange for shares of any stock of the Company ranking junior (either

as to dividends or upon dissolution, liquidation or winding up) to the Series B Preferred Stock; or

(iv)

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

with the Series B Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the

Board) to all holders of such shares upon such terms as the Board, after consideration of the respective annual dividend rates and other

relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable

treatment among the respective series or classes.

SECTION 5. Liquidation

Rights. Upon the liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, no distribution shall be

made (1) to the holders of any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up)

to the Series B Preferred Stock unless, prior thereto, the holders of shares of Series B Preferred Stock shall have received an amount

equal to the accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, plus an amount

equal to the greater of (x) $1,000 per whole share or (y) an aggregate amount per share equal to the Formula Number then in effect times

the aggregate amount to be distributed per share to holders of Common Stock or (2) to the holders of any shares of stock ranking on a

parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series B Preferred Stock, except distributions

made ratably on the Series B Preferred Stock and all other such parity stock in proportion to the total amounts to which the holders

of all such shares are entitled upon such liquidation, dissolution or winding up.

A-2

SECTION 6. Consolidation,

Merger, etc. In case the Company shall enter into any consolidation, merger, combination or other transaction in which the shares

of Common Stock are exchanged for or changed into other stock or securities, cash or any other property, then in any such case the then

outstanding shares of Series B Preferred Stock shall at the same time be similarly exchanged or changed into an amount per share equal

to the Formula Number then in effect times the aggregate amount of stock, securities, cash or any other property (payable in kind), as

the case may be, into which or for which each share of Common Stock is exchanged or changed. In the event both this Section 6 and Section

2 appear to apply to a transaction, this Section 6 will control.

SECTION 7. No Redemption;

No Sinking Fund. (a) The shares of Series B Preferred Stock shall not be subject to redemption by the Company or at the option of

any holder of Series B Preferred Stock; provided, however, that, subject to Section 4(a)(iv), the Company may purchase or otherwise acquire

outstanding shares of Series B Preferred Stock in the open market or by offer to any holder or holders of shares of Series B Preferred

Stock. (b) The shares of Series B Preferred Stock shall not be subject to or entitled to the operation of a retirement or sinking fund.

SECTION 8. No Purchase

Fund. The shares of Series B Preferred Stock shall not be subject to or entitled to the operation of a purchase fund.

SECTION 9. No Conversion;

No Exchange. The shares of Series B Preferred Stock shall not be convertible into, or exchangeable for, shares of any other class

or series.

SECTION 10. Ranking.

The Series B Preferred Stock shall rank junior to all other series of preferred stock of the Company unless the Board shall specifically

determine otherwise in fixing the powers, preferences and relative, participating, optional and other special rights of the shares of

such series and the qualifications, limitations and restrictions thereof.

SECTION 11. Fractional

Shares. The Series B Preferred Stock shall be issuable upon exercise of the Rights issued pursuant to the Rights Agreement in whole

shares or in any fraction of a share that is one one-thousandth of a share (as such fraction may be adjusted as provided in the Rights

Agreement) or any integral multiple of such fraction which shall entitle the holder, in proportion to such holder’s fractional shares,

to receive dividends, participate in distributions and to have the benefit of all other rights of holders of Series B Preferred Stock.

In lieu of any fractional shares, the Company may elect (a) to make a cash payment as provided in the Rights Agreement for fractions of

a share, other than those one one-thousandths (1/1,000ths) of a Preferred Share (as such fraction may be adjusted as provided in the Rights

Agreement), or any integral multiple thereof, represented by one or more whole Rights immediately prior to such exercise, or (b) to issue

depositary receipts evidencing fractional shares of Series B Preferred Stock pursuant to an appropriate agreement between the Company

and a depository selected by the Company; provided, however, that such agreement shall provide that the holders of such depositary receipts

shall have all the rights, privileges and preferences to which they are entitled as holders of the Series B Preferred Stock.

SECTION

12. Reacquired Shares. Any shares of Series B Preferred Stock purchased or otherwise acquired by the Company in any manner

whatsoever shall be retired and canceled promptly after the acquisition thereof. All such shares shall upon their cancelation become authorized

but unissued shares of Preferred Stock, without designation as to series until such shares are once more designated as part of a particular

series by the Board pursuant to the provisions of the Articles.

SECTION 13. Amendment.

So long as any shares of Series B Preferred Stock shall be outstanding, (i) none of the voting power, the designations, the relative preferences,

powers, participating, optional or other special rights and the qualifications, limitations and restrictions of the Series B Preferred

Stock as herein provided shall be amended in any manner which would alter or change the powers, preferences, rights or privileges

of the holders of Series B Preferred Stock so as to affect them adversely and (ii) no amendment, alteration or repeal of the Articles

or of the Amended and Restated By-laws of the Company shall be effected so as to affect adversely any of such powers, preferences, rights

or privileges.

A-3

IN WITNESS WHEREOF, the Company has caused this Amended

and Restated Certificate of Designation to be signed by Amy Trombly its Chief Executive Officer, as of the 6th day of October, 2026.

Sonoma Pharmaceuticals, Inc.

By:

Amy Trombly

Chief Executive Officer

A-4

Exhibit B

[Form of Right Certificate]

Certificate No. [R]-

Rights

NOT EXERCISABLE AFTER OCTOBER

6, 2036, OR EARLIER IF REDEEMED BY THE COMPANY OR OTHERWISE EXPIRED PURSUANT TO THE RIGHTS AGREEMENT. THE RIGHTS ARE SUBJECT TO REDEMPTION,

AT THE OPTION OF THE COMPANY, AT $0.0001 PER RIGHT, ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT. RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING

PERSON OR AN AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT) AND BY ANY SUBSEQUENT HOLDER

OF SUCH RIGHTS ARE NULL AND VOID AND NONTRANSFERABLE.

Right

Certificate

Sonoma Pharmaceuticals, Inc.

This certifies that ,

or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject

to the terms, provisions and conditions of the Rights Agreement dated as of October 6, 2026, as it may be amended from time to time (the

“Rights Agreement”), between Sonoma Pharmaceuticals, Inc., a Delaware corporation (the “Company”),

and Computershare Inc., as Rights Agent (the “Rights Agent”), unless the Rights evidenced hereby shall have been previously

redeemed or exchanged by the Company, to purchase from the Company at any time after the Distribution Date (as defined in the Rights Agreement)

and prior to 5:00 p.m., New York City time on the earliest of (a) October 6, 2036, (b) the effective date of the repeal of Section 382

or any successor statute if the Board determines that the Rights Agreement is no longer necessary or desirable for the preservation of

NOLs or other tax benefits, or (c) the first day of a taxable year of the Company to which the Board determines that no NOLs or other

tax benefits may be carried forward, unless earlier redeemed or exchanged by the Company as described below (the earliest of the events

described in clauses (a), (b), and (c) being referred to as, the “Expiration Date”), at the office or offices of the

Rights Agent designated for such purpose, or its successors as Rights Agent, one one-thousandth (1/1,000th) of a fully paid, nonassessable

share of Series B Preferred Stock, par value $0.0001 per share, of the Company (the “Preferred Shares”), at a purchase

price per one one-thousandth (1/1,000th) of a share equal to $10.00 (the “Purchase Price”) payable in cash, upon presentation

and surrender of this Right Certificate with the Form of Election to Purchase duly executed.

The Purchase Price and the number

and kind of shares which may be purchased upon exercise of each Right evidenced by this Right Certificate, as set forth above, are the

Purchase Price and the number and kind of shares which may be so purchased as of October 6, 2036. As provided in the Rights Agreement,

the Purchase Price and the number and kind of shares which may be purchased upon the exercise of each Right evidenced by this Right Certificate

are subject to modification and adjustment upon the happening of certain events.

If the Rights evidenced by this

Right Certificate are at any time beneficially owned by an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such

terms are defined in the Rights Agreement), such Rights shall be null and void and nontransferable and the holder of any such Right (including

any purported transferee or subsequent holder) shall not have any right to exercise or transfer any such Right.

This Right Certificate is subject

to all the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein

by reference and made a part hereof and to which reference to the Rights Agreement is hereby made for a full description of the rights,

limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Right Certificates.

Copies of the Rights Agreement are on file at the above-mentioned office of the Rights Agent and are also available from the Company upon

written request.

B-1

This Right Certificate,

with or without other Right Certificates, upon surrender at the office of the Rights Agent designated for such purpose, may be exchanged

for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like

aggregate number and kind of shares as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled

such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender

hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised.

Subject to the provisions of

the Rights Agreement, the Rights evidenced by this Right Certificate may be redeemed by the Company at its option at a redemption price

(in cash or shares of Common Stock, par value $0.0001 per share, of the Company or other securities of the Company deemed by the Board

of Directors of the Company (the “Board”) to be at least equivalent in value) of $0.0001 per Right (which amount shall

be subject to adjustment as provided in the Rights Agreement) at any time prior to the earlier of (i) the Distribution Date and

(ii) the Expiration Date.

With respect to one one-thousandths

(1/1,000ths) of a Preferred Share (as such fraction may be adjusted as provided in the Rights Agreement), or any integral multiple

thereof, represented by one or more whole Rights immediately prior to their exercise, the Company shall be required and, with respect

to other fractions of a Preferred Share the Company may, but shall not be required, to (i) issue fractions of Preferred Shares upon exercise

of the Rights or distribute certificates that evidence such fractional Preferred Shares or (ii) utilize a depositary arrangement as provided

by the terms of the Rights Agreement and the Preferred Shares. Except with respect to one one-thousandths (1/1,000ths) of a Preferred

Share (as such fraction may be adjusted as provided in this Rights Agreement), or any integral multiple thereof, represented by

one or more whole Rights immediately prior to their exercise, the Company, in lieu of issuing fractional shares, may elect to make a cash

payment as provided in the Rights Agreement for fractions of a share.

No holder of this Right Certificate

shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Preferred Shares or of any other securities

of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein

be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company, including any right to vote

for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any

corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement),

or to receive dividends or other distributions or subscription rights, or otherwise, until the Right or Rights evidenced by this Right

Certificate shall have been exercised as provided in accordance with the provisions of the Rights Agreement.

This Right Certificate shall

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

B-2

WITNESS the facsimile signature of the proper officers

of the Company and its corporate seal. Dated as of:

Sonoma Pharmaceuticals, Inc.

by:

Name: Amy Trombly

Title: Chief Executive Officer

Attest:

___________________________

Name:

Title:

Date of countersignature:

Countersigned:

Computershare

Inc.,

as Rights Agent,

___________________________

Authorized Signatory

[On Reverse Side of Right Certificate]

B-3

FORM OF ELECTION TO PURCHASE

(To be executed by the registered

holder if such holder desires

to exercise the Rights represented by this Right Certificate.)

To the Rights Agent:

The undersigned hereby irrevocably

elects to exercise Rights represented by this Right Certificate to purchase the Preferred Shares (or other shares) issuable

upon the exercise of such Rights and requests that certificates for such shares be issued in the name of:

Please insert

social security or other identifying number:

(Please print name and address):

If such number of Rights shall not be all the Rights

evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name

of and delivered to:

Please insert social security or other identifying

number

(Please print name and address)

Dated:

____________________________

Signature

Signature Medallion Guaranteed:

Signatures must be guaranteed

by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange,

Inc. Medallion Signature Program.

The undersigned hereby certifies

that (1) the Rights evidenced by this Right Certificate are not being exercised by or on behalf of a person who is or was an Acquiring

Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement) and (2) after due inquiry and to the best

knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Right Certificate from any person who is or

was an Acquiring Person or an Affiliate or Associate thereof.

Dated:

____________________________

Signature

Signature Medallion Guaranteed:

Signatures must be guaranteed by a participant in the Securities

Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program.

B-4

FORM OF ASSIGNMENT

(To be executed by the registered

holder if such

holder desires to transfer the Right Certificate.)

FOR VALUE RECEIVED

hereby sells, assigns and transfer unto

(Please print name and address of

transferee)

this Right Certificate, together

with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney, to transfer the within

Right Certificate on the books of the within-named Corporation, with full power of substitution.

Dated: ,

____________________________

Signature

Signature Medallion Guaranteed:

Signatures must be guaranteed

by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange,

Inc. Medallion Signature Program.

The undersigned hereby certifies

that (1) the Rights evidenced by this Right Certificate are not being sold, assigned or transferred by or on behalf of a Person who is

or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), (2) this Right Certificate

is not being sold, assigned or transferred to or on behalf of any such Acquiring Person, Affiliate or Associate and (3) after inquiry

and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Right Certificate from any

Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement).

____________________________

Signature

NOTICE

The signature on the foregoing

Form of Election to Purchase or Form of Assignment must correspond to the name as written upon the face of this Right Certificate in every

particular, without alteration or enlargement or any change whatsoever.

B-5

Exhibit C

RIGHTS BENEFICIALLY OWNED BY

ANY ACQUIRING PERSONS OR THEIR AFFILIATES OR ASSOCIATES AND BY ANY SUBSEQUENT HOLDER OF SUCH RIGHTS ARE NULL AND VOID AND NONTRANSFERABLE.

SUMMARY OF RIGHTS TO PURCHASE

SERIES B PREFERRED STOCK

OF SONOMA PHARMACEUTICALS, INC.

On October 6, 2026 (the “Rights

Dividend Declaration Date”), the Board of Directors (the “Board”) of Sonoma Pharmaceuticals, Inc., a Delaware

corporation (the “Company”), declared a dividend of one right (collectively, the “Rights”) for each

outstanding share of Common Stock, par value $0.0001 per share, of the Company (the “Common Shares”), issuable to the

holders of record of Common Shares outstanding at October 13, 2026 (the “Record Date”) and with respect to Common Shares

issued thereafter until the Distribution Date (as defined below). Each Right, when it becomes exercisable as described below, will entitle

the registered holder to purchase from the Company one one-thousandth (1/1,000th) of a share of Series B Preferred Stock, par value $0.0001

per share, of the Company (the “Preferred Shares”) at a price of $10.00 (the “Purchase Price”).

The description and terms of the Rights are set forth in a Section 382 Rights Agreement dated as of October 6, 2026 as it may be amended

from time to time (the “Rights Agreement”), between the Company and Computershare Inc., as Rights Agent (the “Rights

Agent”).

The Board adopted the Rights

Agreement in an effort to protect shareholder value by attempting to protect against a possible limitation on the Company’s ability

to use its net operating loss carryforwards (the “NOLs”) and other tax benefits to reduce potential future United States

Federal income tax obligations. The Company has experienced and continues to experience substantial operating losses, and under the Internal

Revenue Code of 1986, as amended (the “Code”), and rules promulgated thereunder, the Company may “carry forward”

these NOLs and other tax benefits in certain circumstances to offset any current and future earnings and thus reduce the Company’s

federal income tax liability, subject to certain requirements and restrictions. To the extent that the NOLs and other tax benefits do

not otherwise become limited, the Company believes that it will be able to carry forward a significant amount of NOLs and other tax benefits,

and therefore these NOLs and other tax benefits could be a substantial asset to the Company. However, if the Company experiences an “Ownership

Change,” as defined in Section 382, its ability to use the NOLs and other tax benefits will be substantially limited, including

that the timing of the usage of the NOLs and other tax benefits could be substantially delayed, which could therefore significantly impair

the value of those assets.

C-1

Until the earlier of 5:00

p.m. New York City time on (a) the tenth calendar day after such date as the Company learns that a person or group (including any affiliate

or associate of such person or group), has acquired, or obtained the right to acquire, beneficial ownership of 4.99% or more of the outstanding

Common Shares (any such person or group being called an “Acquiring Person”) (subject to exceptions), and (b) such

date, if any, as may be designated by the Board following the commencement of, or first public disclosure of an intention to commence,

a tender or exchange offer for outstanding Common Shares which could result in such person or group becoming the beneficial owner of

4.99% or more of the outstanding Common Shares (the earlier of such dates being called the “Distribution Date”), the

Rights will be evidenced by certificates for Common Shares registered in the names of the holders thereof, or, in the case of Common

Shares held in uncertificated form, by the transaction statement or other record of ownership of such Common Shares, and not by separate

Right Certificates. Generally, the Rights Agreement provides that any person or group (including any affiliate or associate of such person

or group) (a “Grandfathered Person”) which beneficially owned (as disclosed in public filings with the Securities

and Exchange Commission) 4.99% or more of the outstanding Common Shares as of the Rights Dividend Declaration Date (the percentage of

such ownership, the “Grandfathered Percentage”) will not be deemed an “Acquiring Person” unless such Grandfathered

Person exceeds its Grandfathered Percentage by 0.5% or more. If any Grandfathered Person shall sell, transfer or otherwise dispose of

any outstanding Common Shares after the Rights Dividend Declaration Date, the related Grandfathered Percentage shall then mean, the lesser

of (a) the Grandfathered Percentage as in effect immediately prior to such sale, transfer or disposition or (b) the percentage of outstanding

Common Shares of the Company that such Grandfathered Person beneficially owns immediately following such sale, transfer or disposition;

provided, however, if at any time after the Rights Dividend Declaration Date, such Grandfathered Person is the beneficial owner

of less than 4.99% of the outstanding Common Shares, then such person or group (including any affiliate or associate of such person or

group) will cease to be a Grandfathered Person. Additionally, the Rights Agreement includes procedures whereby the Board will consider

requests to exempt (a) any person or group (including any affiliate or associate of such person or group) (an “Exempt Person”)

which would otherwise be an “Acquiring Person”, or (b) any transaction (an “Exempt Transaction”) resulting

in the beneficial ownership of Common Shares, prior to the consummation of such transaction, from the Acquiring Person trigger, in each

case if the Board determines in its sole discretion either that such person or group (including any affiliate or associate of such person

or group) or such transaction (i) will not jeopardize or endanger the availability of the NOLs or other tax benefits to the Company or

(ii) is otherwise in the best interest of the Company; provided that, (A) in the case of an Exempt Person, if the Board later

makes a contrary determination with respect to the effect of such person or group’s (including any affiliate or associate of such

person or group) beneficial ownership with respect to the availability to the Company of its NOLs or other tax benefits, such person

or group (including any affiliate or associate of such person or group) shall cease to be an Exempt Person and (B) in the case of an

Exempt Person or Exempt Transaction, the Board may require the applicable person or group (including any affiliate or associate of such

person or group) to make certain representations or undertakings, the violation or attempted violation of which will be subject to such

consequences as the Board may determine it its sole discretion, including that such person or group (including any affiliate or associate

of such person or group) shall become an “Acquiring Person”.

With respect to any Common Shares

outstanding as of the Record Date, until the earliest of the Distribution Date, the Redemption Date or the Expiration Date (as defined

below), (a) in the case of certificated shares, the Rights associated with the Common Shares represented by a certificate shall be evidenced

by such certificate along with a copy of this Summary of Rights, and the surrender for transfer of any such certificate shall also constitute

the transfer of the Rights associated with the Common Shares represented thereby, and (b) in the case of Common Shares held in uncertificated

form, the Rights associated with the Common Shares shall be evidenced by the balances indicated in the book-entry account system of the

transfer agent for the Common Shares, and the transfer of any Common Shares in the book-entry account system of the transfer agent for

such Common Shares shall also constitute the transfer of the Rights associated with such Common Shares. Therefore, until the Distribution

Date, the Rights may be transferred with and only with the underlying Common Shares.

As soon as practicable following

the Distribution Date, separate certificates evidencing the Rights (“Right Certificates”) will be mailed to holders

of record of the Common Shares as of the close of business on the Distribution Date, and such separate Right Certificates alone will thereafter

evidence the Rights.

C-2

The Rights are not exercisable

until the Distribution Date and will expire at 5:00 p.m., New York City time, on the earliest of (a) October 6, 2036, (b) the effective

date of the repeal of Section 382 or any successor statute if the Board determines that the Rights Agreement is no longer necessary or

desirable for the preservation of NOLs or other tax benefits, or (c) the first day of a taxable year of the Company to which the Board

determines that no NOLs or other Tax Benefits may be carried forward (the earliest of the events described in clauses (a), (b), and (c)

being referred to as, the “Expiration Date”), unless earlier redeemed or exchanged by the Company as described below.

The number of Preferred Shares

or other securities issuable upon exercise of the Rights is subject to adjustment by the Board in the event of any change in the Common

Shares or Preferred Shares, whether by reason of stock dividends, stock splits, reclassifications, recapitalizations, mergers, consolidations,

combinations or exchanges of securities, split-ups, split-offs, spin-offs, liquidations, other similar changes in capitalization, any

distribution or issuance of cash, assets, evidences of indebtedness or subscription rights, options or warrants to holders of Common Shares

or Preferred Shares or otherwise. The Purchase Price and the number of Preferred Shares or other securities issuable upon exercise of

the Rights are subject to adjustment from time to time in the event of the declaration of a stock dividend on the Common Shares payable

in Common Shares or a subdivision or combination of the Common Shares prior to the Distribution Date.

The Preferred Shares are authorized

to be issued in fractions which are an integral multiple of one one-thousandth (1/1,000th) of a Preferred Share and, unless represented

by depositary receipts pursuant to a depositary arrangement (as provided by the terms of the Preferred Shares), shall be so issued.

The foregoing sentence notwithstanding, the Company may, in lieu of issuing fractional shares (other than fractional shares represented

by one or more whole Rights immediately prior to their exercise), make a cash payment for such shares based on the market price of such

shares on the first trading date prior to the date of exercise.

Subject to

the right of the Board to redeem or exchange the Rights as described below, on the tenth day after such time as the Company learns that

there is an Acquiring Person, the holder of each Right will thereafter have the right to receive, upon exercise thereof, for the Purchase

Price, that number of one one-thousandths (1/1,000ths) of a Preferred Share equal to the number of Common Shares which at the time of

such transaction would have a market value of twice the Purchase Price. Any Rights that are or were beneficially owned by an Acquiring

Person will become null and void and will not be subject to this “flip-in” provision.

In the event the Company is acquired

by, or otherwise engages in a merger, share exchange or other business combination with, an Acquiring Person that has common shares publicly

traded in the United States or 50% or more of the Company’s assets or assets representing 50% or more of the Company’s earning

power are sold, leased, exchanged or otherwise transferred (in one or more transactions) to an Acquiring Person that has common shares

publicly traded in the United States, proper provision must be made so that each Right will entitle its holder to purchase, for the Purchase

Price, that number of common shares of such entity which at the time of the transaction would have a market value of twice the Purchase

Price. In the event the Company is acquired in a merger or other business combination by an Acquiring Person that does not have common

shares publicly traded in the United States or 50% or more of the Company’s assets or assets representing 50% or more of the earning

power of the Company are sold, leased, exchanged or otherwise transferred (in one or more transactions) to an Acquiring Person that does

not have common shares publicly traded in the United States, proper provision must be made so that each Right will entitle its holder

to purchase, for the Purchase Price, at such holder’s option, (a) if such entity has common shares publicly traded outside the United

States, that number of common shares of such entity which at the time of the transaction would have a market value of twice the Purchase

Price, (b) that number of common shares of the surviving corporation in the transaction with such entity which at the time of the transaction

would have a book value of twice the Purchase Price, (c) that number of common shares of such entity which at the time of the transaction

would have a book value of twice the Purchase Price or (d) if such entity has an affiliate which has common shares publicly traded in

the United States, that number of common shares of such affiliate which at the time of the transaction would have a market value of twice

the Purchase Price. This “flip-over” provision only applies to a merger or similar business combination with an Acquiring

Person.

C-3

ANY RIGHTS THAT ARE OR WERE,

AT ANY TIME ON OR AFTER THE DATE AN ACQUIRING PERSON BECOMES SUCH, BENEFICIALLY OWNED BY SUCH ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE

OF SUCH ACQUIRING PERSON (OR A TRANSFEREE THEREOF) WILL BECOME NULL AND VOID AND ANY HOLDER OF ANY SUCH RIGHT (INCLUDING ANY SUBSEQUENT

HOLDER) WILL BE UNABLE TO EXERCISE ANY SUCH RIGHT.

The Rights

are redeemable by the Board at a redemption price of $0.0001 per Right (the “Redemption Price”) any time prior to the

earlier of (a) the Distribution Date and (b) the Expiration Date (the date of such redemption being the “Redemption Date”).

Immediately upon the action of the Board electing to redeem the Rights, and without any further action and without any notice, the right

to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price.

After there is an Acquiring Person

the Board may elect to exchange each Right (other than Rights owned by an Acquiring Person) for consideration per Right consisting of

(a) one-half of the securities that would be issuable at such time upon the exercise of one Right pursuant to the terms of the Rights

Agreement or (b) cash, Preferred Shares (including fractions thereof), Common Shares (including fractions thereof) or other equity or

debt securities (or any combination of any of the foregoing) having an aggregate value equal to one-half of the value of Preferred Shares

(including fractions thereof) that would be issuable at such time upon the exercise of one Right pursuant to the terms of the Rights Agreement.

Notwithstanding the foregoing, the Board is not empowered to effect such exchange at any time after any person (other than the Company,

any subsidiary of the Company, any employee benefit plan of the Company or any such subsidiary, or any entity holding Common Shares for

or pursuant to the terms of any such plan), together with all affiliates and associates of such person, becomes the beneficial owner of

50% or more of the Common Shares then outstanding.

If the Board elects to

mandatorily exchange any Rights, the Board may, at its option and without limiting any rights the Company may have under the Rights Agreement,

cause the Company to enter into one or more arrangements it deems necessary or appropriate to implement and give effect to such mandatory

exchange in the manner contemplated by the Rights Agreement, including by establishing one or more trusts or other mechanisms for the

proper and orderly distribution of the securities and/or cash to be exchanged therefor.

At any time prior to the date

the Company learns that a person or group (including any affiliate or associate of such person or group) has become an Acquiring Person

(subject to exceptions), the Company may, without the approval of any holder of the Rights, supplement or amend any provision of the Rights

Agreement (including the date on which the Distribution Date will occur, the amount of the Purchase Price or the definition of “Acquiring

Person”), except that no supplement or amendment may be made that reduces the Redemption Price or adversely affects the holders

of Rights (other than an Acquiring Person, an affiliate or associate of an Acquiring Person and certain transferees).

Until a Right is exercised, the

holder thereof, as such, will have no rights as a stockholder of the Company, including the right to vote or to receive dividends.

A copy of the Rights Agreement,

including the terms of the Preferred Shares, will be filed with the Securities and Exchange Commission as an Exhibit to a Registration

Statement on Form 8-A. A copy of the Rights Agreement is available free of charge from the Company upon written request. This summary

description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which

is incorporated herein by reference.

C-4

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 8

v3.26.3

Cover

Oct. 06, 2026

Cover [Abstract]

Document Type

8-K

Amendment Flag

false

Document Period End Date

Oct. 06, 2026

Current Fiscal Year End Date

--03-31

Entity File Number

001-33216

Entity Registrant Name

SONOMA

PHARMACEUTICALS, INC.

Entity Central Index Key

0001367083

Entity Tax Identification Number

68-0423298

Entity Incorporation, State or Country Code

Entity Address, Address Line One

5445

Conestoga Court

Entity Address, Address Line Two

Suite

150

Entity Address, City or Town

Boulder

Entity Address, State or Province

Entity Address, Postal Zip Code

80301

City Area Code

(800)

Local Phone Number

759-9305

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of 12(b) Security

Common

Stock

Trading Symbol

SNOA

Security Exchange Name

NASDAQ

Entity Emerging Growth Company

false

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Cover page.

+ References

No definition available.

+ Details

Name:

dei_CoverAbstract

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

End date of current fiscal year in the format --MM-DD.

+ References

No definition available.

+ Details

Name:

dei_CurrentFiscalYearEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:gMonthDayItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 2 such as Street or Suite number

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine2

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration