Form 8-K

8-K — FreightCar America, Inc.

Accession: 0001213900-26-085699

Filed: 2026-08-05

Period: 2026-08-05

CIK: 0001320854

SIC: 3743 (RAILROAD EQUIPMENT)

Item: Entry into a Material Definitive Agreement

Item: Material Modifications to Rights of Security Holders

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

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — ea0300615-8k_freightcar.htm (Primary)

EX-3.1 — CERTIFICATE OF DESIGNATION OF SERIES E JUNIOR PARTICIPATING PREFERRED STOCK, AS FILED WITH THE SECRETARY OF STATE OF THE STATE OF DELAWARE ON AUGUST 5, 2026 (ea030061501ex3-1.htm)

EX-4.1 — RIGHTS AGREEMENT, DATED AS OF AUGUST 5, 2026, BY AND BETWEEN THE COMPANY AND COMPUTERSHARE TRUST COMPANY, N.A (ea030061501ex4-1.htm)

EX-99.1 — PRESS RELEASE, DATED AUGUST 5, 2026 (ea030061501ex99-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

August 5, 2026

FREIGHTCAR AMERICA, INC.

(Exact name of Registrant as specified in its charter)

Delaware

001-42830

25-1837219

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification Number)

125 South Wacker Drive, Suite 1500

Chicago, Illinois

60606

(Address of principal executive offices)

(Zip Code)

(800) 458-2235

(Registrant’s telephone number, including

area code)

N/A

(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:

☐ 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, par value $0.01 per share

RAIL

Nasdaq Global Market

Preferred Stock Purchase Rights

N/A

Nasdaq Global Market

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the

Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Section 1 – Registrant’s Business

and Operations

Item 1.01. Entry into a Material Definitive

Agreement

On August 5, 2026, the Board

of Directors (the “Board”) of FreightCar America, Inc., a Delaware corporation (the “Company”), declared a dividend

of one preferred share purchase right (a “Right”) for each outstanding share of common stock, par value $0.01 per share, of

the Company. The dividend is payable on August 5, 2026 to the stockholders of record on August 5, 2026. The description and terms of the

Rights are set forth in a Rights Agreement (the “2026 Rights Agreement”) by and between the Company and Computershare Trust

Company, N.A., as rights agent. The 2026 Rights Agreement is intended to replace the Company’s Rights Agreement, dated as of September

8, 2025 (the “2025 Rights Agreement”), which expires on August 5, 2026. Other than extending the term, the 2026 Rights Agreement

makes no changes to the material terms and conditions of the 2025 Rights Agreement.

The 2026 Rights Agreement

is similar to stockholder rights plans adopted by other public companies and is intended to protect the interests of the Company and its

stockholders by reducing the likelihood that any person or group gains control of the Company through open market accumulation or other

tactics without paying an appropriate control premium. In general terms, it works by imposing a significant penalty upon any person or

group that acquires beneficial ownership of 15% or more of the outstanding common stock of the Company without the approval of the Board

(or 20% or more in the case of a person or group that is entitled to file, and does file, a Schedule 13G (a “13G Investor”)).

The 2026 Rights Agreement should not interfere with any merger or other business combination approved in advance by the Board. The 2026

Rights Agreement also provides that if a stockholder’s beneficial ownership of the Company’s common stock as of the time of

the first public announcement of the declaration of the Rights dividend is at or above the applicable protective threshold (including

through entry into certain derivative positions), the rights would become exercisable if at any time after such date, the stockholder

increases its ownership percentage by 0.001% or more.

A summary of the terms of

the 2026 Rights Agreement follows. This description is only a summary, is not complete, and should be read together with, and is qualified

in its entirety by, the entire Rights Agreement, which has been filed as an exhibit to this Current Report on Form 8-K and is incorporated

herein by reference. A copy of the 2026 Rights Agreement is available free of charge from the Company upon request.

The Rights. The Board

authorized the issuance of a Right with respect to each outstanding share of common stock on August 5, 2026. The Rights will initially

trade with, and will be inseparable from, the common stock. The Rights will be evidenced only by certificates that represent shares of

common stock (or, in the case of uncertificated shares, which is how most holders’ shares are represented, by notations in the book-entry

account system that track the ownership of certificated shares). New Rights will accompany any new shares of common stock the Company

issues after August 5, 2026 until the Distribution Date described below.

Purchase Price. Each

Right will allow its holder to purchase from the Company one one-hundredth of a share of Series E Junior Participating Preferred Stock

(a “Preferred Share”) for $42.00 (the “Purchase Price”), once the Rights become exercisable, subject to adjustment.

This portion of a Preferred Share will give the stockholder approximately the same dividend, voting and liquidation rights as would one

share of common stock. Prior to exercise or exchange, the Right will not give its holder any dividend, voting or liquidation rights.

Exercisability. The

Rights will not be exercisable until:

● 10 business days after the public announcement that a person

or group has become an “Acquiring Person” by obtaining beneficial ownership of 15% or more of the Company’s outstanding

common stock (or 20% or more in the case of a 13G Investor); or

● 10 business days (or a later date determined by the Board

before any person or group becomes an Acquiring Person) after a person or group begins or announces a tender or exchange offer which,

if completed, would result in that person or group becoming an Acquiring Person.

Shares held by affiliates

and associates of an Acquiring Person, and Notional Common Shares (as defined in the 2026 Rights Agreement) held by counterparties to

a Derivatives Contract (as defined in the 2026 Rights Agreement) with an Acquiring Person, will be deemed to be beneficially owned by

the Acquiring Person.

The date when the Rights become

exercisable is the “Distribution Date.” Until that date, the common stock certificates (or, in the case of uncertificated

shares, notations in the book-entry account system) will also evidence the associated Rights, and any transfer of shares of common stock

will constitute a transfer of the associated Rights. After that date, the Rights will separate from the common stock and be evidenced

by Rights certificates that the Company will mail to all eligible holders of common stock. Any Rights held by an Acquiring Person or certain

transferees thereof are null and void and may not be exercised.

Consequences of a Person

or Group Becoming an Acquiring Person.

● Flip In. If a person or group becomes an Acquiring

Person, then the Rights are activated, or “flip in,” and all holders of Rights except the Acquiring Person may, for the Purchase

Price determined pursuant to the Agreement, purchase shares of the Company’s common stock at a price per share equal to 50% of

the then-current per share market value of the common stock, based on the market price of the common stock prior to such acquisition.

● Flip Over. If the Company is acquired in a merger or

similar transaction after the Distribution Date, then the Rights “flip over” and become exercisable with respect to the Acquiring

Person’s stock and all holders of Rights except the Acquiring Person may receive that number of shares of the person with which

the Company has engaged in the foregoing transaction that have a market value equal to twice the exercise price of the Right.

Preferred Share Provisions.

Each one one-hundredth of

a Preferred Share, if issued and, subject to adjustment:

● will not be redeemable.

● will entitle holders to quarterly dividend payments of $0.01

per share, or an amount equal to the dividend paid for such quarter on one share of common stock, whichever is greater.

● will entitle holders upon the liquidation, dissolution or

winding-up of the Company either to receive $1 per share or an amount equal to the payment made in connection therewith on each share

of common stock, whichever is greater.

● will generally have the same voting power as one share of

common stock.

● if shares of the Company’s common stock are converted

via a merger, consolidation, or similar transaction, will entitle holders to a per share payment equal to the payment made on one share

of common stock.

The value of one one-hundredth

interest in a Preferred Share should approximate the value of one share of common stock.

Expiration. The Rights

will expire, without any further action required of the Board, on July 5, 2027, unless the Expiration Date is advanced or extended or

unless the Rights are earlier redeemed or exchanged by the Company, in each case as described below, or upon the occurrence of certain

transactions.

Redemption. The Board

may redeem the Rights for $0.001 per Right at any time before any person or group becomes an Acquiring Person. The redemption price for

the Rights is payable at the option of the Company, in cash, shares of Common Stock or such other form of consideration as the Board of

Directors of the Company shall determine. The redemption of the Rights may be made effective at such time, on such basis and with such

conditions as the Board of Directors of the Company in its sole discretion may establish. If the Board redeems any Rights, it must redeem

all of the Rights. Once the Rights are redeemed, the only right of the holders of Rights will be to receive the redemption price of $0.001

per Right. The redemption price will be adjusted if the Company effects a stock split or stock dividends on its common stock.

Exchange. After a person

or group becomes an Acquiring Person, but before an Acquiring Person owns 50% or more of the Company’s outstanding common stock,

the Board may extinguish the Rights by exchanging one share of common stock or a security with equivalent value for each Right, other

than Rights owned by the Acquiring Person or that otherwise become void.

Anti-Dilution Provisions.

The purchase price of the Preferred Shares, the number of Preferred Shares issuable and the number of outstanding Rights may be adjusted

in certain circumstances to prevent dilution that may occur as a result of a stock dividend, a stock split, a stock combination, a reclassification

or similar events of or relating to the Preferred Shares or the common stock. No adjustments to the Purchase Price of less than 1% will

be made.

Amendments. The terms

of the 2026 Rights Agreement may be amended by the Board of Directors without the consent of the holders of the Rights. After a person

or group becomes an Acquiring Person, the Board of Directors may not amend the 2026 Rights Agreement in a way that adversely affects holders

of the Rights as such (other than an Acquiring Person or an affiliate or associate of any Acquiring Person).

The foregoing summary does not purport to be complete

and is qualified in its entirety by reference to the full text of the Certificate of Designation for the Preferred Shares and the 2026

Rights Agreement, copies of which are attached as Exhibits 3.1 and 4.1, respectively, to this Current Report on Form 8-K and are incorporated

by reference herein.

Section 3 – Securities and Trading Markets

Item 3.03. Material Modifications of Rights of

Security Holders

See the disclosures in Items 1.01 and 5.03 of this

Current Report on Form 8-K, which are incorporated by reference herein.

Section 5 – Corporate Governance and Management

Item 5.03. Amendments to Articles of Incorporation

or Bylaws; Change in Fiscal Year

In connection with the adoption of the 2026 Rights

Agreement referenced in Item 1.01 above, the Board approved the Certificate of Designation establishing the Preferred Shares and the rights,

preferences and privileges thereof. The Certificate of Designation was filed with the Secretary of State of the State of Delaware on August

5, 2026. The Certificate of Designation is attached hereto as Exhibit 3.1 and is incorporated herein by reference. The information set

forth under Item 1.01 above is incorporated by reference herein.

Section 8 – Other Events

Item 8.01. Other Events.

On August 5, 2026, the Company issued a press release

announcing adoption of the 2026 Rights Agreement. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form

8-K and is incorporated by reference herein.

Section 9 - Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits

(d) Exhibits:

Exhibit Number

Exhibit Description

3.1

Certificate of Designation of Series E Junior Participating Preferred Stock, as filed with the Secretary of State of the State of Delaware on August 5, 2026.

4.1

Rights Agreement, dated as of August 5, 2026, by and between the Company and Computershare Trust Company, N.A., which includes as Exhibit A, the Form of Certificate of Designation of Series E Junior Participating Preferred Stock, and as Exhibit B, the Form of Right Certificate.

99.1

Press Release, dated August 5, 2026.

104

Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document).

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 thereunto

duly authorized.

FreightCar America, Inc.

Date: August 5, 2026

By:

/s/ Nicholas Randall

Name:

Nicholas Randall

Title:

President and Chief Executive Officer

EX-3.1 — CERTIFICATE OF DESIGNATION OF SERIES E JUNIOR PARTICIPATING PREFERRED STOCK, AS FILED WITH THE SECRETARY OF STATE OF THE STATE OF DELAWARE ON AUGUST 5, 2026

EX-3.1

Filename: ea030061501ex3-1.htm · Sequence: 2

Exhibit

3.1

CERTIFICATE

OF DESIGNATION

SERIES

E JUNIOR PARTICIPATING PREFERRED STOCK

FREIGHTCAR

AMERICA, INC.

(Pursuant

to Section 151 of the

Delaware General Corporation Law)

FreightCar

America, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (hereinafter called the

“Corporation”), hereby certifies that the following resolution was adopted by the Board of Directors of the Corporation as

required by Section 151 of the General Corporation Law at a meeting duly called and held on August 5, 2026:

RESOLVED,

that pursuant to the authority granted to and vested in the Board of Directors of this Corporation (hereinafter called the “Board

of Directors” or the “Board”) in accordance with the provisions of the Corporation’s Certificate of Incorporation,

the Board of Directors hereby creates a series of Preferred Stock, par value $0.01 per share, of the Corporation (the “Preferred

Stock”), and hereby states the designation and number of shares, and fixes the voting and other powers, preferences and relative,

participating, optional or other rights of the shares of such series and the qualifications, limitations and restrictions thereof as

follows:

Series

E Junior Participating Preferred Stock:

Section

1. Designation and Amount. The shares of such series shall be designated as “Series E Junior Participating Preferred

Stock” (the “Series E Preferred Stock”) and the number of shares constituting the Series E Preferred Stock shall be

1,000,000. Such number of shares may be increased or decreased by resolution of the Board of Directors; provided that no decrease

shall reduce the number of shares of Series E Preferred Stock to a number less than the number of shares then outstanding plus the number

of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding

securities issued by the Corporation convertible into or exercisable for Series E Preferred Stock.

Section

2. Dividends and Distributions.

(A) Subject

to the prior and superior rights of the holders of any shares of any series of Preferred Stock (or any similar stock) ranking prior and

superior to the Series E Preferred Stock with respect to dividends, the holders of shares of Series E Preferred Stock, in preference

to the holders of Common Stock, par value $0.01 per share (the “Common Stock”), of the Corporation, and of any other junior

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

quarterly dividends payable in cash on the first day of March, June, September and December in each year (each such date being referred

to herein as a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after the first

issuance of a share or fraction of a share of Series E Preferred Stock, in an amount per share (rounded to the nearest cent) equal to

the greater of (a) $1 or (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount

of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions,

other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification

or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first

Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series E Preferred Stock. In the event

the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision

or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend

in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders

of shares of Series E Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall

be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately

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

event.

(B) The

Corporation shall declare a dividend or distribution on the Series E Preferred Stock as provided in paragraph (A) of this Section immediately

after it declares a dividend or distribution on the Common Stock (other than a dividend payable in shares of Common Stock).

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

preceding the date of issue of such shares, unless the date of issue of such shares is prior to the record date for the first Quarterly

Dividend Payment Date, in which case dividends on such shares shall begin to accrue from the date of issue of such shares, or unless

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

of Series E Preferred Stock entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which

events such dividends shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends

shall not bear interest. Dividends paid on the shares of Series E Preferred Stock in an amount less than the total amount of such dividends

at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among all such shares at the time

outstanding. The Board of Directors may fix a record date for the determination of holders of shares of Series E Preferred Stock entitled

to receive payment of a dividend or distribution declared thereon, which record date shall be not more than 60 days prior to the date

fixed for the payment thereof.

Section

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

(A) Subject

to the provision for adjustment hereinafter set forth, each share of Series E Preferred Stock shall entitle the holder thereof to 100

votes on all matters submitted to a vote of the stockholders of the Corporation. In the event the Corporation shall at any time

declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation

of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock)

into a greater or lesser number of shares of Common Stock, then in each such case the number of votes per share to which holders of shares

of Series E Preferred Stock were entitled immediately prior to such event shall be adjusted by multiplying such number by a fraction,

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

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

(B) Except

as otherwise provided herein, in any other Certificate of Designation creating a series of Preferred Stock or any similar stock, or by

law, the holders of shares of Series E Preferred Stock and the holders of shares of Common Stock and any other capital stock of the Corporation

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

as set forth herein, or as otherwise provided by law, holders of Series E Preferred Stock shall have no special voting rights and their

consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking

any corporate action.

Section

4. Certain Restrictions.

(A) Whenever

quarterly dividends or other dividends or distributions payable on the Series E 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 E Preferred

Stock outstanding shall have been paid in full, the Corporation 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 E Preferred Stock other than: (A)

such redemptions or purchases that may be deemed to occur upon the exercise of stock options, warrants or similar rights or grant, vesting

or lapse of restrictions on the grant of any other performance shares, restricted stock, restricted stock units or other equity awards

to the extent that such shares represent all or a portion of (x) the exercise or purchase price of such options, warrants or similar

rights or other equity awards and (y) the amount of withholding taxes owed by the recipient of such award in respect of such grant, exercise,

vesting or lapse of restrictions; and (B) the repurchase, redemption or other acquisition or retirement for value of any such shares

from employees, former employees, directors, former directors, consultants or former consultants of the Corporation or their respective

estate, spouse, former spouse or family member, pursuant to the terms of the agreements pursuant to which such shares were acquired;

(ii) declare

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

dissolution or winding up) with the Series E Preferred Stock, except dividends paid ratably on the Series E 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; or(iii) redeem or purchase or otherwise acquire for consideration any shares of Series E Preferred Stock, or any

shares of stock ranking on a parity with the Series E Preferred Stock, except in accordance with a purchase offer made in writing or

by publication (as determined by the Board of Directors) to all holders of such shares upon such terms as the Board of Directors, after

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

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

(B) The

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

of the Corporation unless the Corporation could, under paragraph (A) of this Section 4, purchase or otherwise acquire such shares

at such time and in such manner.

Section

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

whatsoever shall be retired promptly after the acquisition thereof. All such shares shall upon their retirement become authorized but

unissued shares of Preferred Stock and may be reissued as part of a new series of Preferred Stock subject to the conditions and restrictions

on issuance set forth herein, in the Certificate of Incorporation or in any other Certificate of Designation creating a series of Preferred

Stock or any similar stock or as otherwise required by law.

Section

6. Liquidation, Dissolution or Winding Up. Upon any liquidation, dissolution or winding up of the Corporation, voluntary or

otherwise, no distribution shall be made (1) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation,

dissolution or winding up) to the Series E Preferred Stock unless, prior thereto, the holders of shares of Series E Preferred Stock shall

have received $100 per share, or an amount equal to 100 times the amount paid with respect to one share of Common Stock, whichever is

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

payment, or (2) to the holders of shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding

up) with the Series E Preferred Stock, except distributions made ratably on the Series E Preferred Stock and all such parity stock in

proportion to the total amounts to which the holders of all such shares are entitled upon such liquidation, dissolution or winding up. In

the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect

a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment

of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, and a proportionate dividend in shares

of Series E Preferred Stock or proportionate subdivision or combination or consolidation of the outstanding shares of Series E Preferred

Stock is not made at the same time, then in each such case the aggregate amount to which holders of shares of Series E Preferred

Stock were entitled immediately prior to such event under the proviso in clause (1) of the preceding sentence shall be adjusted by multiplying

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

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

Section

7. Consolidation, Merger, etc., In case the Corporation shall enter into any consolidation, merger, combination or other transaction

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

then in any such case each share of Series E Preferred Stock shall at the same time be similarly exchanged or changed into an amount

per share, subject to the provision for adjustment hereinafter set forth, equal to 100 times the aggregate amount of stock, securities,

cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is changed or

exchanged. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares

of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification

or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then

in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series E Preferred

Stock shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding

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

to such event.

Section

8. No Redemption. The shares of Series E Preferred Stock shall not be redeemable.

Section

9. Rank. The Series E Preferred Stock shall rank, with respect to the payment of dividends and the distribution of assets,

junior to all series of any other class of the Corporation’s Preferred Stock unless the terms of any such series shall provide

otherwise and shall rank senior to the Common Stock as to such matters.

Section

10. Amendment. At any time that any shares of Series E Preferred Stock are outstanding, the Certificate of Incorporation of

the Corporation shall not be amended, by merger, consolidation, operation of law or otherwise, in any manner that would materially alter

or change the powers, preferences or special rights of the Series E Preferred Stock so as to affect them adversely without the affirmative

vote of the holders of at least two-thirds of the outstanding shares of Series E Preferred Stock, voting separately as a single class.

Section

11. Fractional Shares. Series E Preferred Stock may be issued in fractions of a share that shall entitle the holder,

in proportion to such holder’s fractional shares, to exercise voting rights, receive dividends, participate in distributions and

to have the benefit of all other rights of holders of Series E Preferred Stock.

WITNESS WHEREOF, this Certificate of Designation is executed on behalf of the Corporation as of this 5th day of August, 2026.

By:

/s/

Nicholas Randall

Name:

Nicholas

Randall

Title:

President

and Chief Executive Officer

EX-4.1 — RIGHTS AGREEMENT, DATED AS OF AUGUST 5, 2026, BY AND BETWEEN THE COMPANY AND COMPUTERSHARE TRUST COMPANY, N.A

EX-4.1

Filename: ea030061501ex4-1.htm · Sequence: 3

Exhibit

4.1

FREIGHTCAR

AMERICA, INC.

and

COMPUTERSHARE

TRUST COMPANY, N.A.

Rights

Agreement

Dated

as of August 5, 2026

TABLE

OF CONTENTS

Page

Number

Section

1. Definitions

Section

2. Appointment of Rights Agent

Section

3. Issue of Right Certificates

Section

4. Form of Right Certificates

Section

5. 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; Purchase Price; Expiration Date of Rights

Section

8. Cancellation and Destruction of Right Certificates

Section

9. Availability of Preferred Shares

Section

10. Preferred Shares Record Date

Section

11. Adjustment of Purchase Price, Number of Shares or Number of Rights

Section

12. Certificate of Adjusted Purchase Price or Number of Shares

Section

13. Consolidation, Merger or Sale or Transfer of Assets or Earning Power

Section

14. Fractional Rights and Fractional Shares

Section

15. Rights of Action

Section

16. Agreement of Right Holders

Section

17. Right Certificate Holder Not Deemed a Stockholder

Section

18. Concerning the Rights Agent

Section

19. Merger or Consolidation or Change of Name of Rights Agent

Section

20. Duties of Rights Agent

Section

21. Change of Rights Agent

Section

22. Issuance of New Right Certificates

Section

23. Redemption

Section

24. Exchange

Section

25. Notice of Certain Events

Section

26. Notices

Section

27. Supplements and Amendments

Section

28. Successors

Section

29. Benefits of this Agreement

Section

30. Determinations and Actions by the Board of Directors

Section

31. Severability

Section

32. Governing Law

Section

33. Counterparts

Section

34. Descriptive Headings

Section

35. [Reserved]

Section

36. Force Majeure

Section

37. Confidentiality

Signatures

Exhibit

A - Form of Certificate of Designation

Exhibit

B - Form of Right Certificate

RIGHTS

AGREEMENT

Rights

Agreement, dated as of August 5, 2026 (this “Agreement”), by and between FreightCar America, Inc., a Delaware corporation

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

“Rights Agent”).

The

Board of Directors of the Company has adopted resolutions creating a series of preferred stock designated as “Series E Junior Participating

Preferred Stock” and authorized and declared a dividend of one preferred share purchase right (a “Right”) for

each Common Share (as hereinafter defined) of the Company outstanding at the close of business on August 5, 2026 (the “Record

Date”), each Right initially representing the right to purchase one one-hundredth of a Preferred Share (as hereinafter defined),

upon the terms and subject to the conditions herein set forth, and has further authorized and directed the issuance of one Right with

respect to each Common Share that shall become outstanding between the Record Date and the earliest of the Distribution Date, the Redemption

Date and the Expiration Date (as such terms are hereinafter defined); provided, however, that Rights may be issued with

respect to Common Shares that shall become outstanding after the Distribution Date and prior to the Expiration Date in accordance with

Section 22.

Accordingly,

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

Section

1. Definitions. For purposes of this Agreement, section references are internal references unless otherwise indicated and the

following terms have the meanings indicated:

(a)

“Acquiring Person” shall mean any Person that, together with all Affiliates and Associates of such Person, shall be

the Beneficial Owner of 15% or more of the Common Shares of the Company then outstanding, but shall not include the Company, any Subsidiary

of the Company, any employee benefit plan of the Company or any Subsidiary of the Company, or any entity holding Common Shares for or

pursuant to the terms of any such plan; provided, however, that no Person that, together with all Affiliates and Associates

of such Person, is the Beneficial Owner of Common Shares of the Company representing less than 20% of the Common Shares of the Company

then outstanding, and that is entitled to file, and files, a statement on Schedule 13G (“Schedule 13G”) pursuant

to Rule 13d-1(b) or Rule 13d-1(c) of the General Rules and Regulations under the Exchange Act (as such term is hereinafter defined) as

in effect at the time of the public announcement of the declaration of the Rights dividend with respect to the Common Shares Beneficially

Owned by such Person (a “13G Investor”), shall be deemed to be an “Acquiring Person”; provided further,

however, that a Person that was deemed a 13G Investor shall no longer be deemed such if it files a statement on Schedule 13D pursuant

to Rule 13d-1(a), 13d-1(e), 13d-1(f) or 13d-1(g) of the General Rules and Regulations under the Exchange Act as in effect at the time

of the public announcement of the declaration of the Rights dividend with respect to the Common Shares Beneficially Owned by such Person,

and shall be deemed an Acquiring Person if it is the Beneficial Owner of 15% or more of the Common Shares of the Company then outstanding

at any point from the time it first files such a statement on Schedule 13D.

Notwithstanding

the foregoing,

(i)

no Person that is not a 13G Investor and that Beneficially Owns, as of the time of the first public announcement of the declaration of

the Rights dividend, 15% or more of the Common Shares of the Company then outstanding and (ii) no Person that is a 13G Investor and that

Beneficially Owns, as of the time of the first public announcement of the declaration of the Rights dividend, 20% or more of the Common

Shares of the Company then outstanding, shall become an Acquiring Person unless and until such Person shall, after the time of the public

announcement of the declaration of the Rights dividend, increase its Beneficial Ownership of the then outstanding Common Shares (other

than as a result of an acquisition of Common Shares by the Company) to an amount equal to or greater than the greater of (x) 15% of the

Common Shares of the Company then outstanding (in the case of a Person that is not then a 13G Investor) or 20% of the Common Shares of

the Company then outstanding (in the case of a Person that is then a 13G Investor) or (y) the sum of (i) the lowest Beneficial Ownership

of such Person as a percentage of the outstanding Common Shares as of any time from and after the time of the public announcement of

the declaration of the Rights dividend plus (ii) 0.001%;

(ii)

no Person shall become an “Acquiring Person” as the result of an acquisition of Common Shares by the Company that, by reducing

the number of Common Shares of the Company outstanding, increases the proportionate number of Common Shares of the Company Beneficially

Owned by such Person to 15% (20% in the case of a 13G Investor) or more of the Common Shares of the Company then outstanding; provided,

however, that if a Person shall become the Beneficial Owner of 15% (20% in the case of a 13G Investor) or more of the Common Shares

of the Company then outstanding by reason of share purchases by the Company and shall, after the public announcement of such share purchases

by the Company, become the Beneficial Owner of any additional Common Shares of the Company (other than pursuant to a dividend or distribution

paid or made by the Company on the outstanding Common Shares or pursuant to a split or subdivision of the outstanding Common Shares),

then such Person shall be deemed to be an “Acquiring Person” unless, upon becoming the Beneficial Owner of such additional

Common Shares, such Person does not Beneficially Own 15% (20% in the case of a 13G Investor) or more of the Common Shares of the Company

then outstanding;

(iii)

if the Board of Directors of the Company determines in good faith that a Person that would otherwise be an “Acquiring Person”,

as defined pursuant to the foregoing provisions, has become such inadvertently, and such Person divests as promptly as practicable a

sufficient number of Common Shares so that such Person would no longer be an “Acquiring Person”, then such Person shall not

be deemed to be an “Acquiring Person” for any purposes of this Agreement;

(iv)

if a bona fide swaps dealer that would otherwise be an “Acquiring Person” has become so as a result of its actions in the

ordinary course of its business that the Board of Directors of the Company determines, in its sole discretion, were taken without the

intent or effect of evading or assisting any other Person to evade the purposes and intent of this Agreement, or otherwise seeking to

control or influence the management or policies of the Company, then, and unless and until the Board of Directors of the Company shall

otherwise determine, such Person shall not be deemed to be an “Acquiring Person” for any purposes of this Agreement;

(v)

no Person shall become an “Acquiring Person” solely as result of any unilateral grant of any security by the Company or through

the exercise of any options, warrants, rights or similar interests (including restricted stock) granted by the Company to its directors,

officers and employees; and

(vi)

no Person shall become an “Acquiring Person” solely as the result of the acquisition by such Person of Beneficial Ownership

of shares of Common Shares from an individual who, on the later of the date hereof and the first public announcement of this Agreement,

is the Beneficial Owner of 10% or more of the Common Shares then outstanding if such Common Shares are received by such Person upon such

individual’s death pursuant to such individual’s will or pursuant to a charitable trust created by such individual for estate

planning purposes.

(b)

“Affiliate” shall have the meaning ascribed to such term in Rule 12b-2 of the General Rules and Regulations under

the Exchange Act as in effect on the date of this Agreement.

(c)

“Associate” shall have the meaning ascribed to such term in Rule 12b-2 of the General Rules and Regulations under

the Exchange Act as in effect on the date of this Agreement.

(d)

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

securities:

(i)

that such Person or any of such Person’s Affiliates or Associates beneficially owns, directly or indirectly, within the meaning

of Rule 13d-3 of the General Rules and Regulations under the Exchange Act;

(ii)

that such Person or any of such Person’s Affiliates or Associates has (A) the right or obligation to acquire (whether such right

is exercisable, or such obligation is required to be performed, immediately or only after the passage of time, upon compliance with regulatory

requirements, upon the satisfaction of conditions (whether or not within the control of such Person) or otherwise) pursuant to any agreement,

arrangement or understanding (whether or not in writing) (other than customary agreements with and between underwriters and selling group

members with respect to a bona fide public offering of securities), or upon the exercise of conversion rights, exchange rights,

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

the Beneficial Owner of, or to Beneficially Own, (w) 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,

(x) securities that such Person has a right to acquire upon the exercise of Rights at any time prior to the time that any Person becomes

an Acquiring Person, (y) securities issuable upon the exercise of Rights from and after the time that any Person becomes an Acquiring

Person if such Rights were acquired by such first Person or any of such first Person’s Affiliates or Associates prior to the Distribution

Date or pursuant to Section 3(a) or Section 22 (“Original Rights”) or pursuant to Section 11(i) or Section

11(n) with respect to an adjustment to Original Rights, or (z) securities that such Person or any of such Person’s Affiliates

or Associates may acquire, does or do acquire or may be deemed to have the right to acquire, pursuant to any merger or other acquisition

agreement between the Company and such Person (or one or more of such Person’s Affiliates or Associates) if such agreement has

been approved by the Board of Directors of the Company prior to such Person’s becoming an Acquiring Person; or (B) the right to

vote pursuant to any agreement, arrangement or understanding (whether or not in writing); provided, however, that a Person

shall not be deemed the Beneficial Owner of, or to Beneficially Own, any security by reason of such agreement, arrangement or understanding

if the agreement, arrangement or understanding to vote such security (1) arises solely from a revocable proxy or consent given to such

Person in response to a public proxy or consent solicitation made pursuant to, and in accordance with, the applicable rules and regulations

promulgated under the Exchange Act and (2) is not also then reportable on Schedule 13D under the Exchange Act (or any comparable or successor

report); or (C) investment power, which includes the power to dispose or direct the disposition thereof;

(iii)

that are Beneficially Owned, directly or indirectly, by any other Person (or any Affiliate or Associate of such other Person) and with

respect to which such first Person or any of such first Person’s Affiliates or Associates has any agreement, arrangement or understanding

(whether or not in writing) (other than customary agreements with and between underwriters and selling group members with respect to

a bona fide public offering of securities) for the purpose of acquiring, holding, voting (except to the extent contemplated by the proviso

in clause (b) of subparagraph (ii) of this definition of Beneficial Owner) or disposing of any securities of the Company; or

(iv)

that are Beneficially Owned, directly or indirectly, by a Counterparty (or any of such Counterparty’s Affiliates or Associates)

under any Derivatives Contract (without regard to any short or similar position under the same or any other Derivatives Contract) to

which such Person or any of such Person’s Affiliates or Associates is a Receiving Party (as such terms are defined in the definition

of Derivatives Contract); provided, however, that the number of Common Shares that a Person is deemed to Beneficially Own

pursuant to this clause (iv) in connection with a particular Derivatives Contract shall not exceed the number of Notional Common Shares

(as such term is hereinafter defined) with respect to such Derivatives Contract; provided further that the number of securities

Beneficially Owned by each Counterparty (including its Affiliates and Associates) under a Derivatives Contract shall for purposes of

this clause (iv) be deemed to include all securities that are Beneficially Owned, directly or indirectly, by any other Counterparty (or

any of such other Counterparty’s Affiliates or Associates) under any Derivatives Contract to which such first Counterparty (or

any of such first Counterparty’s Affiliates or Associates) is a Receiving Party, with this proviso being applied to successive

Counterparties as appropriate; provided, however, that no Person who is an officer, director or employee of an Exempt Person

(as such term is hereinafter defined) shall be deemed, solely by reason of such Person’s status or authority as such, to be the

“Beneficial Owner” of, to have “Beneficial Ownership” of or to “Beneficially Own” any securities

that are “Beneficially Owned” (as defined in this Section 1(d)), including, without limitation, in a fiduciary capacity,

by an Exempt Person or by any other such officer, director or employee of an Exempt Person. Notwithstanding anything in this definition

of “Beneficial Owner” to the contrary, (x) no Person engaged in business as an underwriter of securities shall be the “Beneficial

Owner” of any securities acquired through such Person’s participation in good faith in a firm commitment underwriting until

the expiration of forty (40) calendar days after the date of such acquisition; and (y) no Person shall be deemed the “Beneficial

Owner” of any security if such Person is a “clearing agency” (as defined in Section 3(a)(23) of the Exchange Act) and

has acquired such security solely as a result of such status.

Notwithstanding

anything in this definition of Beneficial Ownership to the contrary, the phrase “then outstanding,” when used with reference

to a Person’s Beneficial Ownership of securities of the Company, shall mean the number of such securities then issued and outstanding

together with the number of such securities not then actually issued and outstanding that are issuable by the Company and that such Person

would be deemed to Beneficially Own hereunder but the number of securities not then issued and outstanding that such Person is otherwise

deemed to Beneficially Own for purposes of this Agreement shall not be included for the purpose of computing the percentage of the outstanding

securities Beneficially Owned by any other Person (unless such other Person is also deemed to Beneficially Own for purposes of this Agreement

such securities not outstanding).

(e)

“Book Entry” shall mean an uncertificated Common Share or Preferred Share registered in book-entry form.

(f)

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

of New York are authorized or obligated by applicable law or executive order to close.

(g)

“Certificate of Incorporation” shall mean the Certificate of Amendment of Certificate of Ownership and Merger of FreightCar

America, Inc. into FCA Acquisition Corp., dated April 1, 2005, as filed with the Secretary of State of the State of Delaware, as the

same may be amended and/or restated from time to time.

(h)

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

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

(i)

“Common Shares” when used with reference to the Company shall mean the shares of common stock, par value $0.01 per

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

stock (or, in the case of any entity other than a corporation, the equivalent equity interest) with the greatest voting power of such

other Person or, if such other Person is a Subsidiary of another Person, the Person or Persons that ultimately control such first-mentioned

Person.

(j)

“Customer Identification Program” shall have the meaning set forth in Section 34.

(k)

“Derivatives Contract” means a contract between two parties (the “Receiving Party” and the “Counterparty”)

that is designed to produce economic benefits and risks to the Receiving Party that substantially correspond to the ownership by the

Receiving Party of a number of Common Shares specified or referenced in such contract (the number of Common Shares corresponding to such

economic benefits and risks, the “Notional Common Shares”), regardless of whether (i) obligations under such contract

are required or permitted to be settled through the delivery of cash, Common Shares or other property, or (ii) such contract conveys

any voting rights in Common Shares, without regard to any short position under the same or any other Derivatives Contract. For the avoidance

of doubt, interests in broad-based index options, broad-based index futures and broad-based publicly traded market baskets of stocks

approved for trading by the appropriate federal governmental authority shall not be deemed to be Derivatives Contracts.

(l)

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

(m)

“Distribution Date” shall have the meaning set forth in Section 3(a).

(n)

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

(o)

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

(p)

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

in its fiduciary capacity, or any employee benefit plan of the Company or of any Subsidiary of the Company, or any entity or trustee

holding (or acting in a fiduciary capacity in respect of) Common Shares for or pursuant to the terms of any such plan or for the purpose

of funding any such plan or funding other employee benefits for employees of the Company or of any Subsidiary of the Company.

(q)

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

(r)

“Nasdaq” shall mean The Nasdaq Stock Market.

(s)

“New York Stock Exchange” shall mean the New York Stock Exchange.

(t)

“Ownership Statements” means, with respect to any Book Entry Common Share, current ownership statements issued to

the record holder thereof in lieu of a certificate representing such Common Share.

(u)

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

limited liability partnership, joint venture, unincorporated organization or other entity, and shall include any successor (by merger

or otherwise) of such entity, as well as any “group” as defined in Rule 13d-5(b)(1) under the Exchange Act.

(v)

“Preferred Shares” shall mean shares of Series E Junior Participating Preferred Stock, par value $0.01 per share,

of the Company having the rights and preferences set forth in the Form of Certificate of Designation attached to this Agreement as Exhibit

(w)

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

(x)

“Record Date” shall have the meaning set forth in the second paragraph of this Agreement.

(y)

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

(z)

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

(aa)

“Right” shall have the meaning set forth in the second paragraph of this Agreement.

(bb)

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

(cc)

“Shares Acquisition Date” shall mean the first date of the public announcement by the Company or an Acquiring Person

that an Acquiring Person has become such, or such earlier date as a majority of the Board of Directors of the Company shall become aware

of the existence of an Acquiring Person.

(dd)

“Subsidiary” of any Person shall mean any corporation or other entity of which a majority of the voting power of the

voting equity securities or equity interests, or securities or other ownership interests having ordinary voting power sufficient to elect

a majority of the board of directors or other persons performing similar functions, is owned, directly or indirectly, by such Person,

and any corporation or other entity that is otherwise controlled by such Person.

(ee)

[Reserved]

(ff)

“Trading Day” shall have the meaning set forth in Section 11(d).

(gg)

“Trust” shall have the meaning set forth in Section 24(e).

(hh)

“Trust Agreement” shall have the meaning set forth in Section 24(e).

Section

2. Appointment of Rights Agent. The Company hereby appoints the Rights Agent to act as rights 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 such co-rights agents as it may deem necessary or desirable, upon ten (10) days’ prior

written notice to the Rights Agent setting forth the respective duties of the Rights Agent and any co-rights agent(s). 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(s). In the event

the Company appoints one or more co-rights agent(s), the respective duties of the Rights Agent and any co-rights agent(s) shall be as

the Company shall determine; provided, however, that such duties and determination are consistent with the terms and provisions of this

Agreement and that contemporaneously with such appointment, if any, the Company shall notify the Rights Agent in writing thereof.

Section

3. Issue of Right Certificates. Until the Close of Business on the earlier of (i) the tenth (10th) Business Day

after the Shares Acquisition Date or (ii) the tenth (10th) Business Day (or such later date as may be determined by action

of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) after the date of the commencement

by any Person (other than an Exempt Person) of, or of the first public announcement of the intention of any Person (other than an Exempt

Person) to commence, a tender or exchange offer the consummation of which would result in any Person (other than an Exempt Person) becoming

an Acquiring Person (the earlier of such dates being herein referred to as the “Distribution Date”), provided,

however, that the Distribution Date shall in no event be prior to the Record Date, (x) the Rights will be evidenced (subject to

the provisions of Section 3(b)) by the certificates for Common Shares of the Company (or, in the case of Book Entry Common Shares

of the Company, by notation in accounts reflecting ownership of such Common Shares) registered in the names of the holders thereof (which

certificates and Book Entry Common Shares, as applicable, shall also be deemed to be Right Certificates) and not by separate Right Certificates,

and (y) the Rights (and the right to receive Right Certificates therefor) will be transferable only in connection with the transfer of

Common Shares of the Company. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent

will countersign, and the Company will send or cause to be sent (or the Rights Agent will, if requested to do so by the Company and provided

with all necessary documentation and information in form and substance reasonably satisfactory to the Rights Agent, send) by first-class,

insured, postage-prepaid, mail, to each record holder of Common Shares of the Company as of the Close of Business on the Distribution

Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person), at the address of such holder shown on the

records of the Company or the transfer agent or registrar for the Common Shares, a Right Certificate, in substantially the form of Exhibit

B attached hereto (a “Right Certificate”), evidencing one Right for each Common Share so held, subject to adjustment

as provided herein. As of the Distribution Date, the Rights will 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.

(a)

With respect to certificates representing Common Shares of the Company (or Book Entry Common Shares of the Company) outstanding as of

the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates or book-entry notations registered in

the names of the holders thereof. Until the Distribution Date (or the earlier of the Redemption Date or the Expiration Date), the surrender

for transfer of any certificate representing Common Shares (or transfer of any Book Entry Common Shares) outstanding on the Record Date

shall also constitute the transfer of the Rights associated with the Common Shares of the Company represented thereby.

(b)

Rights shall, without any further action, be issued in respect of all Common Shares issued or disposed of by the Company after the Record

Date but prior to the earlier of the Distribution Date and the Expiration Date, or in certain circumstances provided in Section 22,

the Distribution Date. Certificates for Common Shares (or Book Entry Common Shares) that become outstanding (including, without limitation,

reacquired Common Shares referred to in the penultimate sentence of this paragraph (b)) after the Record Date but prior to the earliest

of the Distribution Date and the Expiration Date, or in certain circumstances provided in Section 22, after the Distribution Date,

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

This

certificate also evidences and entitles the holder hereof to certain Rights as set forth in that certain Rights Agreement, dated as of

August 5, 2026, as it may be amended or supplemented from time to time (the “Agreement”), by and between FreightCar

America, Inc. (the “Company”) and Computershare Trust Company, N.A., or any successor rights agent thereto, as Rights

Agent, the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices

of the Company. Under certain circumstances, as set forth in the Agreement, such Rights will be evidenced by separate certificates and

will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Agreement without

charge after receipt of a written request therefor. As set forth in the Agreement, Rights that are or were acquired or Beneficially Owned

by any Person (as such terms are defined in the Agreement) that becomes an Acquiring Person (as such term is defined in the Agreement)

or an Associate or Affiliate thereof (each term as defined in the Agreement) will become null and void and non-transferable.

With

respect to any Book Entry Common Share(s) of the Company, such legend shall be included in the Ownership Statement(s) in respect of such

Common Share(s) or in a notice to the record holder(s) of such Common Share(s) in accordance with applicable law. With respect to such

certificates containing the foregoing legend, or any notice containing the foregoing legend delivered to holders of Book Entry Common

Shares, until the earliest of the Distribution Date, the Redemption Date or the Expiration Date, the Rights associated with the Common

Shares of the Company represented by such certificates shall be evidenced by such certificates or such Book Entry Common Shares alone,

and the surrender for transfer of any such certificate or the transfer of any Book Entry Common Share shall also constitute the transfer

of the Rights associated with the Common Shares of the Company represented thereby. In the event the Company purchases or acquires any

Common Shares of the Company after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares

of the Company shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with

the Common Shares of the Company that are no longer outstanding. Notwithstanding the provisions of this Section 3(b), neither

the omission of a legend nor the failure to deliver the notice of such legend required hereby shall affect the enforceability of any

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

Section

4. Form of Right Certificates. The Right Certificates (and the forms of election to purchase shares and of assignment to be printed

on the reverse thereof) shall be substantially in the form set forth in Exhibit B attached hereto, and may have such marks of identification

or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate (which shall not affect

the rights, duties, liabilities, protections or responsibilities of the Rights Agent hereunder) and as are not inconsistent with the

provisions of this Agreement, or as may be required to comply with any applicable law or with any applicable rule or regulation made

pursuant thereto or with any applicable rule or regulation of any stock exchange or interdealer quotation system on which the Rights

may from time to time be listed or quoted, or to conform to usage. Subject to the terms and conditions hereof, the Right Certificates

shall entitle the holders thereof to purchase such number of one one-hundredths of a Preferred Share as shall be set forth therein at

the price per one one-hundredth of a Preferred Share set forth therein (the “Purchase Price”), but the number of such

one one-hundredths of a Preferred Share and the Purchase Price shall be subject to adjustment as provided herein.

Section

5. Countersignature and Registration. The Right Certificates shall be executed on behalf of the Company by its Chairman of the

Board, its Chief Executive Officer, its President, any of its Vice Presidents or its Treasurer, either manually or by facsimile or electronic

signature, and shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature.

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

signature, and shall not be valid for any purpose unless countersigned. In case any officer of the Company who shall have signed any

of the Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and

delivery by the Company, such Right Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by

the Company with the same force and effect as though the individual who signed such Right Certificates had not ceased to be such officer

of the Company. Any Right Certificate may be signed on behalf of the Company by any individual who, at the actual date of the execution

of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution

of this Agreement such individual was not such an officer. In case 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 Agreement any such person was not so authorized.

Following

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

referred to in Section 3, the Rights Agent will keep or cause to be kept, at its office or offices 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 on its face by 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. Subject to the provisions of Section 14, at any time after the Close of Business on 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 11(a)(ii) or that have been

exchanged pursuant to Section 24) may be transferred, split up, combined or exchanged for another Right Certificate or Right Certificates

entitling the registered holder to purchase a like number of one one-hundredths of a Preferred Share as the Right Certificate or Right

Certificates surrendered then entitled such holder to purchase. Any registered holder desiring to transfer, split up, combine or exchange

any Right Certificate or Right Certificates shall make such request in writing delivered to the Rights Agent, and shall surrender the

Right Certificate or Right Certificates to be transferred, split up, combined or exchanged at the office or offices of the Rights Agent

designated for such purpose, along with a signature guarantee (if required) and such other and further documentation as the Company or

the Rights Agent may reasonably request. The Right Certificates are transferable only on the registry books of the Rights Agent. Neither

the Rights Agent nor the Company shall be obligated to take any action whatsoever with respect to the transfer of any such surrendered

Right Certificate until the registered holder shall have properly completed and duly executed the certificate contained in the form of

assignment on the reverse side of such Right Certificate, shall have provided such additional evidence of the identity of the Beneficial

Owner (or former Beneficial Owner) thereof and of the Rights evidenced thereby and the Affiliates and Associates of such Beneficial Owner

(or former Beneficial Owner) 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 may reasonably request and shall have paid, pursuant

and subject to the applicable provisions of this Agreement, a sum sufficient to cover any tax and/or charge that may be imposed in connection

with any transfer, split up, combination or exchange of Right Certificates. Thereupon, the Rights Agent, subject to the provisions of

this Agreement, shall countersign (by manual or facsimile signature) and deliver to the Person entitled thereto a Right Certificate or

Right Certificates, as the case may be, as so requested, registered in such name or names as may be designated by the surrendering registered

holder. The Rights Agent shall promptly forward any such sum collected by it to the Company or to such Person(s) as the Company shall

specify by written notice. The Rights Agent shall not have any duty or obligation to take any action under any provision/section of this

Agreement that requires the payment of taxes and/or charges unless and until it is satisfied that all such payments have been made.

Subject

to the provisions of this Agreement, at any time after the Distribution Date and prior to the Expiration Date, upon receipt by the Company

and the Rights Agent of evidence reasonably satisfactory to them of the loss, theft, destruction or mutilation of a Right Certificate,

and, in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to them, along with such other and further

documentation as the Company or the Rights Agent may reasonably request, and reimbursement to the Company and the Rights Agent of all

reasonable expenses incidental thereto, and upon surrender to the Rights Agent and cancellation of the Right Certificate if mutilated,

the Company will execute and deliver a new Right Certificate of like tenor to the Rights Agent for countersignature and delivery to the

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

Notwithstanding

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

to or in place of Rights evidenced by Right Certificates to the extent permitted by applicable law.

Section

7. Exercise of Rights; Purchase Price; Expiration Date of Rights. The registered holder of any Right Certificate may exercise

the Rights evidenced thereby (except as otherwise provided herein), in whole or in part, at any time after the Distribution Date, upon

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

and duly executed (with such signature duly guaranteed, if required), to the Rights Agent at the office or offices of the Rights Agent

designated for such purpose, together with payment of the Purchase Price for each one one-hundredth of a Preferred Share (or other securities,

cash or other assets, as the case may be) as to which the Rights are exercised, and an amount equal to any tax and/or charge required

to be paid under Section 9, at or prior to the earliest of (i) the Close of Business on July 5, 2027 (the “Expiration

Date”), (ii) the time at which the Rights are redeemed as provided in Section 23 (the “Redemption Date”),

(iii) the closing of any merger or other acquisition transaction involving the Company pursuant to an agreement of the type described

in Sections 1(d)(ii)(A)(z) and 13(f) at which time the Rights are terminated or (iv) the time at which such Rights are

exchanged as provided in this Agreement. Except for those provisions herein that expressly survive the termination of this Agreement,

this Agreement shall terminate at such time as the Rights are no longer exercisable hereunder.

(a)

The Purchase Price for each one one-hundredth of a Preferred Share purchasable pursuant to the exercise of a Right shall initially be

$42.00 and the number of one one-hundredth of a share of Preferred Shares or other securities or property to be acquired upon exercise

of a right shall be subject to adjustment from time to time as provided in Section 11 or 13, and shall be payable in lawful

money of the United States of America in accordance with paragraph (c) below.

(b)

Except as otherwise provided herein, 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 aggregate Purchase Price for the Preferred Shares (or other

securities, cash or other assets, as the case may be) to be purchased and an amount equal to any applicable tax and/or charge required

to be paid by the holder of such Right Certificate in accordance with Section 9 by cash or by certified check, cashier’s

check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i) (A) requisition from any transfer

agent of the Preferred Shares (or make available if the Rights Agent is the transfer agent) certificates for the number of Preferred

Shares (or other securities, cash or other assets, as the case may be) to be purchased and the Company hereby irrevocably authorizes

and directs any such transfer agent to comply with all such requests, or (B) requisition from the depositary agent depositary receipts

representing such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred

Shares represented by such receipts shall be deposited by the transfer agent of the Preferred Shares with such depositary agent) and

the Company hereby authorizes and directs such depositary agent to comply with such request(s); (ii) when necessary to comply with this

Agreement, requisition from the Company the amount of cash to be paid in lieu of issuance of fractional shares in accordance with Section

14; (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 Agreement, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Right Certificate.

(c)

In the event that the Company is obligated to issue securities of the Company other than Preferred Shares (including Common Shares) of

the Company pursuant to Section 11(a), the Company will make all arrangements necessary so that such other securities are available

for distribution by the Rights Agent.

(d)

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

any action with respect to a registered holder of Rights or other securities upon the occurrence of any purported transfer or exercise

of Rights pursuant to Section 6 or this Section 7 unless such registered holder shall have (i) properly completed and duly

executed the certification contained in the form of assignment or form of election to purchase set forth on the reverse side of the Right

Certificate surrendered for such transfer or exercise, (ii) tendered the Purchase Price (and an amount equal to any applicable tax and/or

charge required to be paid by the holder of such Right Certificate in accordance with Section 9) to the Company in the manner

set forth in Section 7(c), and (iii) 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 may reasonably request.

(e)

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

Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent to the registered holder

of such Right Certificate or to such holder’s duly authorized assigns, subject to the provisions of Section 14.

Section

8. Cancellation and Destruction of Right Certificates. All Right Certificates surrendered for the purpose of exercise, transfer,

split up, combination or exchange shall, if surrendered to the Company or to any of its agents, be delivered to the Rights Agent for

cancellation or in canceled form, or, if delivered or surrendered to the Rights Agent, shall be canceled by it, and no Right Certificates

shall be issued in lieu thereof except as expressly permitted by any of the provisions of this Agreement. The Company shall deliver to

the Rights Agent for cancellation and retirement, and the Rights Agent shall so cancel and retire, any other Right Certificate purchased

or acquired by the Company otherwise than upon the exercise thereof. The Rights Agent shall deliver all canceled Right Certificates to

the Company, or shall, at the written request of the Company, destroy such canceled Right Certificates, and, in such case, shall deliver

a certificate of destruction thereof to the Company.

Section

9. Availability of Preferred Shares.

(a)

The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued Preferred Shares

or any Preferred Shares held in its treasury the number of Preferred Shares that will be sufficient to permit the exercise in full of

all outstanding Rights in accordance with Section 7. The Company covenants and agrees that it will take all such action(s) as

may be necessary to ensure that all Preferred Shares (or Common Shares and other securities, as the case may be) delivered upon the exercise

of Rights shall, at the time of delivery of the certificates for such Preferred Shares (or Common Shares and other securities, as the

case may be) (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable shares.

(b)

The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges

that may be payable in respect of the issuance or delivery of the Right Certificates or of any Preferred Shares (or other securities

of the Company) upon the exercise of Rights. However, the Company shall not be required to pay any transfer tax that may be payable in

respect of any transfer or delivery of Right Certificates to a Person other than, or the issuance or delivery of certificates or depositary

receipts for the Preferred Shares (or other securities of the Company) in a name other than that of, the registered holder of the Right

Certificate evidencing the Rights surrendered for exercise or to issue or to deliver any certificates or depositary receipts for Preferred

Shares (or other securities of the Company) upon the exercise of any Rights until any such taxes shall have been paid (any such taxes

being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the Company’s

reasonable satisfaction that no such taxes are due.

(c)

From and after such time as the Rights become exercisable, the Company shall use its best efforts, if then necessary to permit the issuance

of Preferred Shares upon the exercise of Rights, to register and qualify such Preferred Shares under the Securities Act and any applicable

state securities or “Blue Sky” laws (to the extent exemptions therefrom are not available), cause such registration statement

and qualifications to become effective as soon as possible after such filing and keep such registration and qualifications effective

(with a prospectus at all times meeting the requirements of the Securities Act) until the earlier of the date as of which the Rights

are no longer exercisable for such securities and the Expiration Date. The Company may temporarily suspend, for a period of time not

to exceed 120 days, the exercisability of the Rights in order to prepare and file a registration statement under the Securities Act and

permit it to become effective. Upon any such suspension, the Company shall issue a public announcement stating that the exercisability

of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect,

in each case, with simultaneous written notice to the Rights Agent. Notwithstanding any provision of this Agreement to the contrary,

the Rights shall not be exercisable in any jurisdiction unless the requisite qualification(s) in such jurisdiction shall have been obtained

and until a registration statement under the Securities Act shall have been declared effective, unless an exemption therefrom is available.

(d)

So long as the Preferred Shares issuable upon the exercise of Rights may be listed or admitted to trading on any national securities

exchange, the Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares reserved

for such issuance to be listed or admitted to trading on such exchange upon official notice of issuance upon such exercise.

Section

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

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

represented thereby on, and such certificate shall be dated, the date upon which the Right Certificate evidencing such Rights was duly

surrendered with the forms of election and certification properly completed and duly executed and payment of the 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 such Preferred Shares or other securities are closed, such Person shall be deemed to have

become the record holder of such shares on, and such certificate shall be dated, the next succeeding Business Day on which the transfer

books of the Company for such Preferred Shares or other securities are open. Prior to the exercise of the Rights evidenced thereby, the

holder of a Right Certificate shall not be entitled to any rights of a holder of Preferred Shares for which the Rights shall be exercisable,

including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and

shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Section

11. Adjustment of Purchase Price, Number of Shares or Number of Rights. The Purchase Price, the number of Preferred Shares or

other securities or property purchasable upon exercise of each Right and the number of Rights outstanding are subject to adjustment from

time to time as provided in this Section 11.

(a)

(i) In the event the Company shall at any time after the date of this Agreement (A) declare and pay a dividend on the Preferred

Shares payable in Preferred Shares, (B) subdivide the outstanding Preferred Shares, (C) combine the outstanding Preferred Shares into

a smaller number of Preferred Shares or (D) issue any shares of its capital stock in a reclassification of the Preferred Shares (including

any such reclassification in connection with a share exchange, consolidation or merger in which the Company is the continuing or surviving

corporation), except as otherwise provided in this Section 11(a), the Purchase Price in effect at the time of the record date

for such dividend or of the effective date of such subdivision, combination or reclassification, and the number and kind of shares of

capital stock issuable upon exercise of a Right as of the record date for such dividend or the effective date of such subdivision, combination

or reclassification shall be proportionately adjusted so that the holder of any Right exercised after such time shall be entitled to

receive the aggregate number and kind of shares of capital stock that, if such Right had been exercised immediately prior to such date

and at a time when the Preferred Shares transfer books of the Company were open, such holder would have owned upon such exercise and

been entitled to receive by virtue of such dividend, subdivision, combination or reclassification; provided, however, that

in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital

stock of the Company issuable upon exercise of one Right.

(ii)

Subject to Section 24, in the event any Person becomes an Acquiring Person, each holder of a Right shall thereafter have the right

to receive, upon exercise thereof at a price equal to the then current Purchase Price multiplied by the number of one one-hundredths

of a Preferred Share for which a Right is then exercisable (without regard to this Section 11(a)(ii)), in accordance with the

terms of this Agreement and in lieu of Preferred Shares, such number of Common Shares of the Company as shall equal the result obtained

by (A) multiplying the then current Purchase Price (as so adjusted) by the number of one one-hundredths of a Preferred Share for which

a Right is then exercisable and dividing that product by (B) 50% of the then current per share market price of the Common Shares of the

Company (determined pursuant to Section 11(d)) on the date of the occurrence of such event. In the event that any Person shall

become an Acquiring Person and the Rights shall then be outstanding, the Company shall not take any action that would eliminate or diminish

the benefits intended to be afforded by the Rights.

Notwithstanding

anything in this Agreement to the contrary, from and after the occurrence of such event, any Rights that are or were acquired or Beneficially

Owned by (A) any Acquiring Person (or any Affiliate or Associate of such Acquiring Person), (B) a transferee of any Acquiring Person

(or of any such Affiliate or Associate) who becomes a transferee after the occurrence of such event or (C) a transferee of any Acquiring

Person (or of any such Affiliate or Associate) who became a transferee prior to or concurrently with the occurrence of such event pursuant

to either (x) a transfer (whether or not for consideration) from such Acquiring Person to holders of its equity securities or to any

Person with whom it has any continuing agreement, arrangement or understanding (whether or not in writing) regarding the transferred

Rights or (y) a transfer that the Board of Directors of the Company has determined is part of a plan, arrangement or understanding that

has the purpose or effect of avoiding the provisions of this paragraph, and subsequent transferees, either direct transferees or transferees

through one or more intermediate transferees, of such Persons, shall be null and void without any further action, and any holder of such

Rights shall thereafter have no right to exercise such Rights under any provision of this Agreement or otherwise. No Right Certificate

shall be issued pursuant to Section 3 or Section 6 that represents Rights Beneficially Owned by an Acquiring Person or

other Person whose Rights would be null and void pursuant to the preceding sentence or any Associate or Affiliate thereof; no Right Certificate

shall be issued at any time upon the transfer of any Rights to an Acquiring Person or other Person whose Rights would be null and void

pursuant to the preceding sentence or any Associate or Affiliate thereof or to any nominee of such Acquiring Person, Associate or Affiliate

or with respect to any Common Shares otherwise deemed to be Beneficially Owned by any of the foregoing; and any Right Certificate delivered

to the Rights Agent for transfer to an Acquiring Person or other Person whose Rights would be null and void pursuant to the preceding

sentence shall be canceled. The Company shall give the Rights Agent written notice of the identity, if known, of any such Acquiring Person,

Associate or Affiliate, or the nominee of any of the foregoing, and the Rights Agent may rely on such written notice in carrying out

its duties under this Agreement and shall be deemed not to have any knowledge of the identity of any such Acquiring Person, Associate

or Affiliate, or the nominee of any of the foregoing, unless and until it shall have received such written notice. From and after the

occurrence of an event specified in Section 13(a), any Rights that theretofore have not been exercised pursuant to this Section

11(a)(ii) shall thereafter be exercisable only in accordance with Section 13 and not pursuant to this Section 11(a)(ii).

(iii)

The Company may, at its option, substitute for a Common Share issuable upon the exercise of Rights in accordance with the foregoing subparagraph

(ii) a number of Preferred Shares or fraction thereof such that the current per share market price of one Preferred Share multiplied

by such number or fraction is equal to the current per share market price of one Common Share. In the event that there shall not be sufficient

Common Shares issued but not outstanding or authorized but unissued to permit the exercise in full of the Rights in accordance with the

foregoing subparagraph (ii), the Board of Directors of the Company shall, with respect to such deficiency, to the extent permitted by

applicable law and any material agreements then in effect to which the Company is a party, (A) determine the excess (such excess, the

“Spread”) of (1) the value of the Common Shares issuable upon the exercise of a Right in accordance with the foregoing subparagraph (ii)

(the “Current Value”) over (2) the Purchase Price (as adjusted in accordance with the foregoing subparagraph (ii)), and (B)

with respect to each Right (other than Rights that have become void pursuant to the foregoing subparagraph (ii)), make adequate provision

to substitute for the Common Shares issuable in accordance with the foregoing subparagraph (ii) upon exercise of the Right and payment

of the Purchase Price (as adjusted in accordance therewith), (1) cash, (2) a reduction in such Purchase Price, (3) Preferred Shares or

other equity securities of the Company (including, without limitation, shares or fractions of shares of preferred stock that, by virtue

of having dividend, voting and liquidation rights substantially comparable to those of the Common Shares, are determined by the Board

of Directors of the Company to have substantially the same value as the Common Shares (such Preferred Shares and shares or fractions

of shares of preferred stock are hereinafter referred to as “Common Stock Equivalents”)), (4) debt securities of the Company,

(5) other assets or (6) any combination of the foregoing having a value, which, when added to the value of the Common Shares issued upon

the exercise of such Right(s), shall have an aggregate value equal to the Current Value (less the amount of any reduction in such Purchase

Price), where such aggregate value has been determined by the Board of Directors of the Company; provided, however, that

if the Company shall not make adequate provision to deliver value pursuant to clause (B) above within thirty (30) days following the

date a Person became an Acquiring Person, then the Company shall be obligated to deliver, to the extent permitted by applicable law and

any material agreements then in effect to which the Company is a party, upon the surrender for the exercise of a Right and without requiring

payment of such Purchase Price, Common Shares (to the extent available), and then, if necessary, such number or fractions of Preferred

Shares (to the extent available) and then, if necessary, cash, which shares and/or cash have an aggregate value equal to the Spread.

If, upon the occurrence of a Person first becoming an Acquiring Person, the Board of Directors of the Company shall determine that it

is likely that sufficient additional Common Shares could be authorized for issuance upon exercise in full of the Rights, then, if the

Board of Directors of the Company so elects, the thirty (30) day period set forth above may be extended to the extent necessary, but

not for more than ninety (90) days after the date a Person became an Acquiring Person, in order that the Company may seek stockholder

approval for the authorization of such additional shares (such thirty (30) day period, as it may be extended, is herein called the “Substitution

Period”). To the extent that the Company determines that some action need be taken pursuant to the second and/or third sentence

of this Section 11(a)(iii), the Company (x) shall provide, subject to Section 11(a)(ii) and the last sentence of this Section

11(a)(iii), that such action shall apply uniformly to all outstanding Rights and (y) may suspend the exercisability of the Rights

until the expiration of the Substitution Period in order to seek any authorization of additional shares and/or to decide the appropriate

form of distribution to be made pursuant to such second sentence and to determine the value thereof. In the event of any such suspension,

the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as

a public announcement at such time as the suspension is no longer in effect, in each case, with simultaneous written notice to the Rights

Agent. For purposes of this Section 11(a)(iii), the per share value of the Common Shares shall be the current per share market

price (as determined pursuant to Section 11(d)(i)) on the date a Person became an Acquiring Person and the per share or fractional

value of any Common Stock Equivalent shall be deemed to equal the current per share market price of the Common Shares. The Board of Directors

of the Company may, but shall not be required to, establish procedures to allocate the right to receive Common Shares upon the exercise

of the Rights among the holders of Rights pursuant to this Section 11(a)(iii).

(b)

In case the Company shall fix a record date for the issuance of rights, options or warrants to all holders of Preferred Shares entitling

them (for a period expiring within 45 calendar days after such record date) to subscribe for or purchase Preferred Shares (or shares

having the same rights, privileges and preferences as the Preferred Shares (“Equivalent Preferred Shares”)) or securities

convertible into Preferred Shares or Equivalent Preferred Shares at a price per Preferred Share or Equivalent Preferred Share (or having

a conversion price per share, if a security convertible into Preferred Shares or Equivalent Preferred Shares) less than the then current

per share market price of the Preferred Shares (as determined pursuant to Section 11(d)) on such record date, the Purchase Price

to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record

date by a fraction, the numerator of which shall be the number of Preferred Shares or Equivalent Preferred Shares outstanding on such

record date plus the number of Preferred Shares or Equivalent Preferred Shares that the aggregate offering price of the total number

of Preferred Shares and/or Equivalent Preferred Shares so to be offered (and/or the aggregate initial conversion price of the convertible

securities so to be offered) would purchase at such current market price and the denominator of which shall be the number of Preferred

Shares or Equivalent Preferred Shares outstanding on such record date plus the number of additional Preferred Shares and/or Equivalent

Preferred Shares to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially

convertible); provided, however, that in no event shall the consideration to be paid upon the exercise of one Right be

less than the aggregate par value of the shares of capital stock of the Company issuable upon exercise of one Right. In case such subscription

price may be paid in consideration a part or all of which shall be in a form other than cash, the value of such consideration shall be

as determined by the Board of Directors of the Company, whose determination shall be described in a written statement filed with the

Rights Agent. Preferred Shares owned by or held for the account of the Company or any Subsidiary of the Company shall not be deemed outstanding

for the purpose of any such computation. Such adjustment shall be made successively whenever such a record date is fixed; and, in the

event that such rights, options or warrants are not so issued, the Purchase Price shall be adjusted to be the Purchase Price that would

then be in effect if such record date had not been fixed.

(c)

In case the Company shall fix a record date for the making of a distribution to all holders of the Preferred Shares (including any such

distribution made in connection with a share exchange, consolidation or merger in which the Company is the continuing or surviving corporation)

of evidences of indebtedness or assets (other than a regular quarterly cash dividend or a dividend payable in Preferred Shares) or subscription

rights or warrants (excluding those referred to in Section 11(b)), the Purchase Price to be in effect after such record date shall

be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which

shall be the then current per share market price of the Preferred Shares on such record date, less the fair market value (as determined

by the Board of Directors of the Company, whose determination shall be described in a written statement filed with the Rights Agent)

of the portion of the assets or evidences of indebtedness so to be distributed or of such subscription rights or warrants applicable

to one Preferred Share and the denominator of which shall be such then current per share market price of the Preferred Shares on such

record date; provided, however, that in no event shall the consideration to be paid upon the exercise of one Right be less

than the aggregate par value of the shares of capital stock of the Company to be issued upon the exercise of one Right. Such adjustments

shall be made successively whenever such a record date is fixed; and, in the event that such distribution is not so made, the Purchase

Price shall again be adjusted to be the Purchase Price that would then be in effect if such record date had not been fixed.

(d)

(i) Except as otherwise provided herein, for the purpose of any computation hereunder, the “current per share market price”

of any security (a “Security” for the purpose of this Section 11(d)(i)) on any date shall be deemed to be the

average of the daily closing prices per share of such Security for the thirty (30) consecutive Trading Days immediately prior to but

not including such date; provided, however, that in the event that the current per share market price of the Security is

determined during a period following the announcement by the issuer of such Security of (A) a dividend or distribution on such Security

payable in shares of such Security or Securities convertible into such shares, or (B) any subdivision, combination or reclassification

of such Security and prior to but not including the expiration of the thirty (30) Trading Days after but not including the ex-dividend

date for such dividend or distribution, or the record date for such subdivision, combination or reclassification, then, and in each such

case, the current per share market price shall be appropriately adjusted to reflect the current market price per share equivalent of

such Security. The closing price for each day shall be the last sale price, regular way, reported at or prior to 4:00 P.M. Eastern time

or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, reported as of 4:00 P.M.

Eastern time, in either case, as reported in the principal consolidated transaction reporting system with respect to securities listed

or admitted to trading on the New York Stock Exchange or Nasdaq or, if the Security is not listed or admitted to trading on the New York

Stock Exchange or Nasdaq, as reported in the principal consolidated transaction reporting system with respect to securities listed on

the principal national securities exchange on which the Security is listed or admitted to trading or, if the Security is not listed or

admitted to trading on any national securities exchange, the last quoted price reported at or prior to 4:00 P.M. Eastern time or, if

not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported as of 4:00 P.M. Eastern time

by Nasdaq or such other system then in use, or, if on any such date the Security is not quoted by any such organization, the average

of the closing bid and asked prices as furnished by a professional market maker making a market in the Security selected by the Board

of Directors of the Company. The term “Trading Day” shall mean a day on which the principal national securities exchange

on which the Security is listed or admitted to trading is open for the transaction of business, or, if the Security is not listed or

admitted to trading on any national securities exchange, a Business Day.

(ii)

For the purpose of any computation hereunder, if the Preferred Shares are publicly traded, the “current per share market price”

of the Preferred Shares shall be determined in accordance with the method set forth in Section 11(d)(i). If the Preferred Shares

are not publicly traded and the Common Shares are publicly traded, the “current per share market price” of the Preferred

Shares shall be conclusively deemed to be the current per share market price of the Common Shares as determined pursuant to Section

11(d)(i) (appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof),

multiplied by one hundred (or, from and after the occurrence of any event specified in the last sentence of Section 2(A) of the Certificate

of Designation of the Preferred Shares, such adjusted number as determined pursuant to such sentence). If neither the Common Shares nor

the Preferred Shares are publicly traded, “current per share market price” shall mean the fair value per share as determined

by the Board of Directors of the Company, whose determination shall be described in a written statement filed with the Rights Agent.

(e)

No adjustment in the Purchase Price shall be required unless such adjustment would require an increase or decrease of at least 1% in

the Purchase Price; provided, however, that any adjustments that by reason of this Section 11(e) are not required

to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Section 11

shall be made to the nearest cent or to the nearest one one-millionth of a Preferred Share or one ten-thousandth of any other share or

security, as the case may be. Notwithstanding the first sentence of this Section 11(e), any adjustment required by this Section

11 shall be made no later than the date of the expiration of the right to exercise any Rights.

(f)

If, as a result of an adjustment made pursuant to Section 11(a), the holder of any Right thereafter exercised shall become entitled

to receive any shares of capital stock of the Company other than Preferred Shares, thereafter the Purchase Price and the number of such

other shares so receivable upon the exercise of any Right shall be subject to adjustment from time to time in a manner and on terms as

nearly equivalent as practicable to the provisions with respect to the Preferred Shares contained in Sections 11(a) through (c),

11(e), 11(h), 11(i) and 11(m), inclusive, and the provisions of Sections 7, 9, 10 and

13 with respect to the Preferred Shares shall apply on like terms to any such other shares.

(g)

All Rights originally issued by the Company subsequent to any adjustment made to the Purchase Price hereunder shall evidence the right

to purchase, at the adjusted Purchase Price, the number of one one-hundredths of a Preferred Share purchasable from time to time hereunder

upon exercise of the Rights, all subject to further adjustment as provided herein.

(h)

Unless the Company shall have exercised its election as provided in Section 11(i), upon each adjustment of the Purchase Price

as a result of the calculations made in Sections 11(b) and (c), each Right outstanding immediately prior to the making

of such adjustment shall thereafter evidence the right to purchase, at the adjusted Purchase Price, that number of one one-hundredths

of a Preferred Share (calculated to the nearest one one-millionth of a Preferred Share) obtained by (A) multiplying (x) the number of

one one-hundredths of a share covered by a Right immediately prior to this adjustment by (y) the Purchase Price in effect immediately

prior to such adjustment of the Purchase Price and (B) dividing the product so obtained by the Purchase Price in effect immediately after

such adjustment of the Purchase Price.

(i)

The Company may elect, on or after the date of any adjustment of the Purchase Price, to adjust the number of Rights in substitution for

any adjustment in the number of one one-hundredths of a Preferred Share purchasable upon the exercise of a Right. Each of the Rights

outstanding after such adjustment of the number of Rights shall be exercisable for the number of one one-hundredths of a Preferred Share

for which a Right was exercisable immediately prior to such adjustment. Each Right held of record prior to such adjustment of the number

of Rights shall become that number of Rights (calculated to the nearest one ten-thousandth) obtained by dividing the Purchase Price in

effect immediately prior to adjustment of the Purchase Price by the Purchase Price in effect immediately after adjustment of the Purchase

Price. The Company shall make a public announcement of its election to adjust the number of Rights, indicating the record date for the

adjustment, and, if known at the time, the amount of the adjustment to be made. This record date may be the date on which the Purchase

Price is adjusted or any day thereafter, but, if the Right Certificates have been issued, shall be at least ten (10) days later than

the date of the public announcement. If Right Certificates have been issued, upon each adjustment of the number of Rights pursuant to

this Section 11(i), the Company shall, as promptly as practicable, cause to be distributed to holders of record of Right Certificates

on such record date Right Certificates evidencing, subject to Section 14, the additional Rights to which such holders shall be

entitled as a result of such adjustment, or, at the option of the Company, shall cause to be distributed to such holders of record in

substitution and replacement for the Right Certificates held by such holders prior to the date of adjustment, and upon surrender thereof,

if required by the Company, new Right Certificates evidencing all of the Rights to which such holders shall be entitled after such adjustment.

Right Certificates so to be distributed shall be issued, executed and countersigned in the manner provided for herein, and shall be registered

in the names of the holders of record of Right Certificates on the record date specified in the public announcement.

(j)

Irrespective of any adjustment or change in the Purchase Price or in the number of one one-hundredths of a Preferred Share issuable upon

the exercise of the Rights, the Right Certificates theretofore and thereafter issued may continue to express the Purchase Price and the

number of one one-hundredths of a Preferred Share that were expressed in the initial Right Certificates issued hereunder.

(k)

Before taking any action that would cause an adjustment reducing the Purchase Price below one one-hundredth of the then par value, if

any, of the Preferred Shares or other capital stock issuable upon exercise of the Rights, the Company shall take any corporate action

that may, in the opinion of its counsel, be necessary in order that the Company may validly and legally issue fully paid and nonassessable

Preferred Shares or such other securities at such adjusted Purchase Price.

(l)

In any case in which this Section 11 shall require that an adjustment in the Purchase Price be made effective as of a record date

for a specified event, the Company may elect to defer until the occurrence of such event the issuing to the holder of any Right exercised

after such record date of the Preferred Shares and other capital stock or securities of the Company, if any, issuable upon such exercise

over and above the Preferred Shares and other capital stock or securities of the Company, if any, issuable upon such exercise on the

basis of the Purchase Price in effect prior to such adjustment; provided, however, that the Company shall deliver to such

holder a due bill or other appropriate instrument evidencing such holder’s right to receive such additional shares upon the occurrence

of the event requiring such adjustment.

(m)

Anything in this Section 11 to the contrary notwithstanding, the Company shall be entitled to make such adjustments to the Purchase

Price, in addition to those adjustments expressly required by this Section 11, as and to the extent that it, in its sole discretion,

shall determine to be advisable in order that any consolidation or subdivision of the Preferred Shares, issuance wholly for cash of any

Preferred Shares at less than the current market price, issuance wholly for cash of Preferred Shares or securities that by their terms

are convertible into or exchangeable for Preferred Shares, dividends on Preferred Shares payable in Preferred Shares or issuance of rights,

options or warrants referred to in Section 11(b), hereafter made by the Company to holders of the Preferred Shares shall not be

taxable to such stockholders.

(n)

Anything in this Agreement to the contrary notwithstanding, in the event that, at any time after the date of this Agreement and prior

to the Distribution Date, the Company shall (i) declare and pay any dividend on the Common Shares payable in Common Shares, or (ii) effect

a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common

Shares) into a greater or lesser number of Common Shares, then, in any such case, the number of Rights associated with each Common Share

then outstanding, or issued or delivered thereafter, shall be proportionately adjusted so that the number of Rights thereafter associated

with each Common Share following any such event shall equal the result obtained by multiplying the number of Rights associated with each

Common Share immediately prior to such event by a fraction, the numerator of which is the number of Common Shares outstanding immediately

before such event and the denominator of which is the number of Common Shares outstanding immediately after such event. The adjustments

provided for in this Section 11(n) shall be made successively whenever such a dividend is declared or paid or such a subdivision,

combination or consolidation is effected.

(o)

The Company agrees that, after the earlier of the Distribution Date or the Shares Acquisition Date, it will not, except as permitted

by Section 23, Section 24 or Section 27, take (or permit any Subsidiary to take) any action if at the time such

action is taken it is reasonably foreseeable that such action will diminish substantially or eliminate the benefits intended to be afforded

by the Rights.

Section

12. Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made or any event affecting the Rights

or their exercisability (including, without limitation, an event that causes the Rights to become null and void) occurs as provided in

Section 11 or 13, the Company shall promptly (a) prepare a certificate setting forth such adjustment and a brief statement

of the facts accounting for such adjustment, (b) file with the Rights Agent and with each transfer agent for the Common Shares or the

Preferred Shares a copy of such certificate and (c) if such adjustment occurs at any time after the Distribution Date, mail a brief summary

thereof to each holder of a Right Certificate in accordance with Section 25. Notwithstanding the foregoing sentence, the failure

of the Company to make such certification or give such notice shall not affect the validity of such adjustment or the force or effect

of the requirement for such adjustment. The Rights Agent shall be fully protected 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

13. Consolidation, Merger or Sale or Transfer of Assets or Earning Power.

(a)

In the event, directly or indirectly, at any time after a Person has become an Acquiring Person, (a) the Company shall consolidate

with, or merge with and into, any other Person, (b) any Person shall merge with and into the Company and the Company shall be the continuing

or surviving corporation of such merger and, in connection with such merger, all or part of the Common Shares shall be changed into or

exchanged for stock or other securities of any other Person (or the Company) or cash or any other property, or (c) the Company shall

sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one or more transactions, assets

or earning power aggregating 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any

other Person other than the Company or one or more of its wholly-owned Subsidiaries, then, upon the first occurrence of such event, proper

provision shall be made so that: (i) each holder of a Right (other than Rights that have become void pursuant to Section 11(a)(ii))

shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then current Purchase Price (as theretofore

adjusted in accordance with Section 11(a)(ii)), in accordance with the terms of this Agreement and in lieu of Preferred Shares

or Common Shares of the Company, such number of validly authorized and issued, fully paid, non-assessable and freely tradeable Common

Shares of such Principal Party (as such term is hereinafter defined), not subject to any liens, encumbrances, rights of first refusal

or other adverse claims, as shall equal the result obtained by dividing (A) the then current Purchase Price (as theretofore adjusted

in accordance with Section 11(a)(ii)) by (B) 50% of the then current per share market price of the Common Shares of such Principal

Party (determined pursuant to Section 11(d)) on the date of consummation of such consolidation, merger, sale or transfer; provided,

however, that the Purchase Price (as theretofore adjusted in accordance with Section 11(a)(ii)) and the number of Common

Shares of such Principal Party so receivable upon the exercise of a Right shall be subject to further adjustment as appropriate in accordance

with Section 11(f) to reflect any events occurring in respect of the Common Shares of such Principal Party after the occurrence

of such consolidation, merger, sale or transfer; (ii) the issuer of such Common Shares shall thereafter be liable for, and shall assume,

by virtue of such consolidation, merger, sale or transfer, all of the obligations and duties of the Company pursuant to this Agreement;

(iii) the term “Company” shall thereafter be deemed to refer to such issuer; and (iv) such issuer shall take such steps (including,

but not limited to, the reservation of a sufficient number of its Common Shares in accordance with Section 9) in connection with

the consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as

nearly as reasonably may be, in relation to the Common Shares thereafter deliverable upon the exercise of the Rights; provided

that, upon the subsequent occurrence of any consolidation, merger, sale or transfer of assets or other extraordinary transaction in respect

of such Principal Party, each holder of a Right shall thereupon be entitled to receive, upon exercise of a Right and payment of the Purchase

Price as provided in this Section 13(a), such cash, shares, rights, warrants and other property that such holder would have been

entitled to receive had such holder, at the time of such transaction, owned the Common Shares of such Principal Party receivable upon

the exercise of a Right pursuant to this Section 13(a), and such Principal Party shall take such steps (including, but not limited

to, reservation of shares of stock) as may be necessary to permit the subsequent exercise of the Rights in accordance with the terms

hereof for such cash, shares, rights, warrants and other property.

(b)

“Principal Party” shall mean:

(i)

in the case of any transaction described in clause (i) or (ii) of the first sentence of Section 13(a): (A) the Person that is

the issuer of the securities into which the Common Shares are converted in such merger or consolidation, or, if there is more than one

such issuer, the issuer Common Shares of which have the greatest aggregate market value of shares outstanding, or (B) if no securities

are so issued, (x) the Person that is the other party to the merger, if such Person survives said merger, or, if there is more than one

such Person, the Person the Common Shares of which have the greatest aggregate market value of shares outstanding or (y) if the Person

that is the other party to the merger does not survive the merger, the Person that does survive the merger (including the Company if

it survives) or (z) the Person resulting from the consolidation; and

(ii)

in the case of any transaction described in clause (iii) of the first sentence of Section 13(a), the Person that is the party

receiving the greatest portion of the assets or earning power transferred pursuant to such transaction or transactions, or, if each Person

that is a party to such transaction or transactions receives the same portion of the assets or earning power so transferred or if the

Person receiving the greatest portion of the assets or earning power cannot be determined, whichever of such Persons is the issuer of

the Common Shares having the greatest aggregate market value of shares outstanding;

provided,

however, that in any such case described in the foregoing clause (b)(i) or (b)(ii), if the Common Shares of such Person are not

at such time or have not been continuously over the preceding 12-month period registered under Section 12 of the Exchange Act, then (1)

if such Person is a direct or indirect Subsidiary of another Person the Common Shares of which are and have been so registered, the term

“Principal Party” shall refer to such other Person, or (2) if such Person is a Subsidiary, directly or indirectly, of more

than one Person, the Common Shares of all of which are and have been so registered, the term “Principal Party” shall refer

to whichever of such Persons is the issuer of Common Shares having the greatest aggregate market value of shares outstanding, or (3)

if such Person is owned, directly or indirectly, by a joint venture formed by two or more Persons that are not owned, directly or indirectly,

by the same Person, the rules set forth in clauses (1) and (2) above shall apply to each of the owners having an interest in the venture

as if the Person owned by the joint venture were a Subsidiary of both or all of such joint venturers, and the Principal Party, in each

such case, shall bear the obligations set forth in this Section 13 in the same ratio as its interest in such Person bears to the

total of such interests.

(c)

The Company shall not consummate any consolidation, merger, sale or transfer referred to in Section 13(a) unless prior thereto

the Company and the Principal Party involved therein shall have executed and delivered to the Rights Agent an agreement confirming that

the requirements of Sections 13(a) and (b) shall promptly be performed in accordance with their terms and that such consolidation,

merger, sale or transfer of assets shall not result in a default by the Principal Party under this Agreement as the same shall have been

assumed by the Principal Party pursuant to Sections 13(a) and (b) and providing that, as soon as practicable after executing

such agreement pursuant to this Section 13, the Principal Party will:

(i)

prepare and file a registration statement under the Securities Act, if necessary, with respect to the Rights and the securities purchasable

upon exercise of the Rights on an appropriate form, use its best efforts to cause such registration statement to become effective as

soon as practicable after such filing and use its best efforts to cause such registration statement to remain effective (with a prospectus

at all times meeting the requirements of the Securities Act) until the Expiration Date and similarly comply with applicable state securities

laws;

(ii)

use its best efforts, if the Common Shares of the Principal Party shall be listed or admitted to trading on the New York Stock Exchange,

Nasdaq or another national securities exchange, to list or admit to trading (or continue the listing of) the Rights and the securities

purchasable upon exercise of the Rights on the New York Stock Exchange, Nasdaq or such other securities exchange, or, if the Common Shares

of the Principal Party shall not be listed or admitted to trading on the New York Stock Exchange, Nasdaq or another national securities

exchange, to cause the Rights and the securities receivable upon exercise of the Rights to be authorized for quotation on any other system

then in use;

(iii)

deliver to holders of the Rights historical financial statements for the Principal Party that comply in all respects with the requirements

for registration on Form 10 (or any successor form) under the Exchange Act; and

(iv)

obtain waivers of any rights of first refusal or preemptive rights in respect of the Common Shares of the Principal Party subject to

purchase upon the exercise of outstanding Rights.

(d)

In case the Principal Party has a provision in any of its authorized securities or in its certificate of incorporation or by-laws or

other instrument governing its affairs, which provision would have the effect of (i) causing such Principal Party to issue (other than

to holders of Rights pursuant to this Section 13), in connection with, or as a consequence of, the consummation of a transaction

referred to in this Section 13, Common Shares or Common Stock Equivalents of such Principal Party at less than the then current

market price per share thereof (determined pursuant to Section 11(d)) or securities exercisable for, or convertible into, Common

Shares or Common Stock Equivalents of such Principal Party at less than such then current market price, or (ii) providing for any special

payment, tax or similar provision in connection with the issuance of the Common Shares of such Principal Party pursuant to the provisions

of this Section 13, then, in such event, the Company hereby agrees with each holder of Rights that it shall not consummate any

such transaction unless prior thereto the Company and such Principal Party shall have executed and delivered to the Rights Agent a supplemental

agreement providing that the provision in question of such Principal Party shall have been canceled, waived or amended, or that the authorized

securities shall be redeemed, so that the applicable provision will have no effect in connection with, or as a consequence of, the consummation

of the proposed transaction.

(e)

The Company covenants and agrees that it shall not, at any time after any Person becomes an Acquiring Person, enter into any transaction

of the type described in clauses (i) through (iii) of Section 13(a) if (i) at the time of or immediately after such consolidation,

merger, sale, transfer or other transaction there are any rights, warrants or other instruments or securities outstanding or agreements

in effect which would substantially diminish or otherwise eliminate the benefits intended to be afforded by the Rights, (ii) prior

to, simultaneously with or immediately after such consolidation, merger, sale, transfer or other transaction, the stockholders of the

Person that constitutes, or would constitute, the Principal Party for purposes of Section 13(b) shall have received a distribution

of Rights previously owned by such Person or any of its Affiliates or Associates or (iii) the form or nature of organization of the Principal

Party would preclude or limit the exercisability of the Rights.

(f)

Notwithstanding anything contained herein to the contrary, in the event of any merger or other acquisition transaction involving the

Company pursuant to a merger or other acquisition agreement between the Company and any Person (or one or more of such Person’s

Affiliates or Associates), which agreement has been approved by the Board of Directors of the Company prior to any Person becoming an

Acquiring Person, this Agreement and the rights of holders of Rights hereunder shall be terminated in accordance with Section 7(a).

Section

14. Fractional Rights and Fractional Shares.

(a)

The Company shall not be required to issue fractions of Rights (except prior to the Distribution Date in accordance with Section 11(n))

or to distribute Right Certificates that evidence fractional Rights. If the Company determines not to issue fractional Rights, then in

lieu of such fractional Rights, there shall be paid 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 the

purposes of this Section 14(a), the current market value of a whole Right shall be the closing price of the Rights for the Trading

Day immediately prior to the date on which such fractional Rights would have been otherwise issuable. The closing price for any day shall

be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices,

regular way, in either case, as reported in the principal consolidated transaction reporting system with respect to securities listed

or admitted to trading on the New York Stock Exchange or Nasdaq or, if the Rights are not listed or admitted to trading on the New York

Stock Exchange or Nasdaq, as reported in the principal consolidated transaction reporting system with respect to securities listed on

the principal national securities exchange on which the Rights are listed or admitted to trading or, if the Rights are not listed or

admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and

low asked prices in the over-the-counter market, as reported by any system then in use or, if on any such date the Rights are not quoted

by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market

in the Rights selected by the Board of Directors of the Company. If on any such date no such market maker is making a market in the Rights,

the fair value of the Rights on such date as determined by the Board of Directors of the Company shall be used.

(b)

The Company shall not be required to issue fractions of Preferred Shares (other than fractions that are integral multiples of one one-hundredth

of a Preferred Share) or to distribute certificates which evidence fractional Preferred Shares (other than fractions that are integral

multiples of one one-hundredth of a Preferred Share) upon exercise or exchange of the Rights. Fractions of Preferred Shares in integral

multiples of one one-hundredth of a Preferred Share may, at the election of the Company, be evidenced by depositary receipts, pursuant

to an appropriate agreement between the Company and a depositary selected by it; provided that such agreement shall provide that

the holders of such depositary receipts shall have all of the rights, privileges and preferences to which they are entitled as beneficial

owners of the Preferred Shares represented by such depositary receipts. In lieu of fractional Preferred Shares that are not integral

multiples of one one-hundredth of a Preferred Share, the Company shall pay to the registered holders of Right Certificates at the time

such Rights are exercised or exchanged as herein provided an amount in cash equal to the same fraction of the current market value of

one Preferred Share. For the purposes of this Section 14(b), the current market value of a Preferred Share shall be the closing

price of a Preferred Share (as determined pursuant to Section 14(a)) for the Trading Day immediately prior to the date of such

exercise or exchange.

(c)

The Company shall not be required to issue fractions of Common Shares or to distribute certificates that evidence fractional Common Shares

upon the exercise or exchange of Rights. In lieu of such fractional Common Shares, the Company shall 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 a whole Common Share. For purposes of this Section 14(c), the current market value

of one Common Share for which a Right is exercisable shall be deemed to be the closing price of one Common Share (as determined in accordance

with Section 11(d)(i)) on the Trading Day immediately prior to the date of such exercise.

(d)

The holder of a Right, by the acceptance of the Right, expressly waives such holder’s right to receive any fractional Rights or

any fractional shares upon exercise or exchange of a Right (except as provided above).

(e)

Whenever a payment for fractional Rights or fractional shares is to be made by the Rights Agent, the Company shall (i) promptly prepare

and deliver to the Rights Agent a certificate setting forth in reasonable detail the facts related to such payments and the prices and/or

formulas utilized in calculating such payments, and (ii) provide sufficient monies to the Rights Agent in the form of fully collected

funds to make such payments. The Rights Agent shall be fully protected in relying upon such a certificate and shall have no duty with

respect to, and shall not be deemed to have knowledge of, any payment for fractional Rights or fractional shares under any section of

this 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

15. Rights of Action. All rights of action in respect of this Agreement, excepting the rights of action given to the Rights Agent

pursuant to the terms of this Agreement, including under Sections 18 and/or 20, 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, any registered holder of 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, in

such holder’s own behalf and for such holder’s own benefit, enforce, and may institute and maintain any suit, action or proceeding

against the Company to enforce, or otherwise act in respect of, such holder’s right to exercise the Rights evidenced by such Right

Certificate (or, prior to the Distribution Date, such Common Shares) in the manner provided in such Right Certificate and in this Agreement.

Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of

Rights would not have an adequate remedy at law for any breach of this Agreement, and will be entitled to specific performance of the

obligations under, and injunctive relief against actual or threatened violations of the obligations of any Person subject to, this Agreement.

Notwithstanding

anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right

or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent

injunction or other order, judgment, decree or ruling (whether interlocutory or final) issued by a court or by a governmental, regulatory,

self-regulatory or administrative agency or commission, or by any statute, rule, regulation or executive order promulgated or enacted

by any governmental authority, prohibiting or otherwise restraining performance of such obligations.

Section

16. Agreement of Right Holders. Every holder of a Right, by accepting the same, consents and agrees with the Company and the Rights

Agent and with every other holder of a Right that:

(a)

prior to the Distribution Date, the Rights will be transferable only in connection with the transfer of the Common Shares;

(b)

after the Distribution Date, the Right Certificates are transferable (subject to the provisions of this Agreement) only on the registry

books of the Rights Agent if surrendered at the office or offices of the Rights Agent designated for such purpose, duly endorsed or accompanied

by a proper instrument of transfer; and

(c)

the Company and the Rights Agent may deem and treat the person in whose name the Right Certificate (or, prior to the Distribution Date,

the associated Common Share certificate (or Book Entry Common Share)) is registered as the absolute owner thereof and of the Rights evidenced

thereby (notwithstanding any notations of ownership or writing on the Right Certificate or the associated Common Shares certificate (or

Book Entry Common Share) made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company

nor the Rights Agent, subject to Section 7(e), shall be affected by any notice to the contrary.

Section

17. Right Certificate Holder Not Deemed a Stockholder. No holder, as such, of any Right shall be entitled to vote, receive dividends

or be deemed for any purpose the holder of the Preferred Shares or any other securities of the Company that may at any time be issuable

on the exercise or exchange of the Rights represented thereby, nor shall anything contained herein or in any Right Certificate be construed

to confer upon the holder of any Right Certificate, as such, any of the rights of a stockholder of the Company or any right to vote for

the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any

corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in Section 25),

or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by such Right Certificate shall have

been exercised or exchanged in accordance with the provisions hereof.

Section

18. Concerning the Rights Agent. The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered

by it hereunder in accordance with a fee schedule to be mutually agreed upon and, from time to time, on demand of the Rights Agent, to

reimburse the Rights Agent for all of its reasonable expenses and counsel fees and other disbursements incurred in the preparation, negotiation,

delivery, amendment, administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company

also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, damage, judgment, fine, penalty,

claim, demand, settlement or expense (including, without limitation, the reasonable fees and expenses of legal counsel), incurred without

gross negligence, bad faith or willful misconduct on the part of the Rights Agent (which gross negligence, bad faith or willful misconduct

must be determined by a final, non-appealable judgment, order, decree or ruling of a court of competent jurisdiction), for any action

taken, suffered or omitted to be taken by the Rights Agent in connection with the acceptance, administration, exercise and performance

of its duties under this Agreement, including the costs and expenses of defending against any claim of liability in connection herewith.

The

Rights Agent shall be protected and shall incur no liability for, or in respect of any action taken, suffered or omitted to be taken

by it in connection with, its acceptance and administration of this Agreement and the exercise and performance of its duties hereunder

in reliance upon any Right Certificate or certificate representing the Preferred Shares, the Common Shares or any other securities of

the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate,

statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged,

by the proper Person or Persons, or otherwise upon the advice or opinion of counsel as set forth in Section 20. 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. The provisions of this Section 18 and Section 20 shall survive the termination or expiration of

this Agreement, the exercise or expiration of the Rights and the resignation, replacement or removal of the Rights Agent.

Section

19. Merger or Consolidation or Change of Name of Rights Agent. 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 stock transfer or shareowner services business

of the Rights Agent or any successor Rights Agent, shall be the successor to the Rights Agent under this Agreement without the execution

or filing of any paper or document or any further act on the part of any of the parties hereto; provided that such Person would

be eligible for appointment as a successor Rights Agent under the provisions of Section 21. In case at the time such successor

Rights Agent shall succeed to the agency created by this Agreement, any of the Right Certificates shall have been countersigned but not

delivered, any such successor Rights Agent may adopt the countersignature of the predecessor Rights Agent and deliver such Right Certificates

so countersigned; and, in case at that time any of the Right Certificates shall not have been countersigned, any successor Rights Agent

may countersign such Right Certificates either in the name of the predecessor 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 Agreement.

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 the Right Certificates so countersigned;

and, in case at that time any of the Right Certificates shall not have been countersigned, the Rights Agent may countersign such Right

Certificates either in its prior name or in its changed name; and, in all such cases, such Right Certificates shall have the full force

provided in the Right Certificates and in this Agreement.

Section

20. Duties of Rights Agent. The Rights Agent undertakes the duties and obligations imposed by this Agreement upon the following

terms and conditions, by all of which the Company and the holders of Right Certificates, by their acceptance thereof, shall be bound:

(a)

The Rights Agent may consult with legal counsel (who may be legal counsel for the Company or an employee of the Rights Agent), and the

advice or opinion of such counsel shall be full and complete authorization and protection to the Rights Agent and the Rights Agent shall

incur no liability for or in respect of any action taken, suffered or omitted to be taken by it in the absence of bad faith and in accordance

with such advice or opinion.

(b)

Whenever in the performance of its duties under this Agreement the Rights Agent shall deem it necessary or desirable that any fact or

matter (including, without limitation, the identity of an Acquiring Person and the determination of the current per share market price

of any security) be proved or established by the Company prior to taking, suffering or omitting to take any action hereunder, such fact

or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established

by a certificate signed by any one of the President and Chief Executive Officer or any Executive or Senior Vice President and by the

Treasurer or any Assistant Treasurer or the Secretary or any Assistant Secretary of the Company and delivered to the Rights Agent; and

such certificate shall be full and complete authorization and protection to the Rights Agent, and the Rights Agent shall incur no liability

for any action taken, suffered or omitted to be taken by it in the absence of bad faith under the provisions of this Agreement in reliance

upon such a certificate.

(c)

The Rights Agent shall be liable hereunder only for its own gross negligence, bad faith or willful misconduct (which gross negligence,

bad faith or willful misconduct must be determined by a final, non-appealable order, judgment, decree or ruling of a court of competent

jurisdiction). Notwithstanding anything in this Agreement to the contrary, in no event will the Rights Agent be liable for special, indirect

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 damage and regardless of the form of action. Any liability of the Rights Agent under this Agreement

will be limited to the amount of annual fees paid by the Company to the Rights Agent.

(d)

The Rights Agent shall not be liable for or by reason of any of the statements of fact or recitals contained in this Agreement or in

the Right Certificates (except its countersignature thereof) or be required to verify the same, but all such statements and recitals

are and shall be deemed to have been made by the Company only.

(e)

The Rights Agent shall not have any liability or be under any responsibility in respect of the validity of this Agreement or the execution

and delivery hereof (except the due execution hereof by the Rights Agent) or in respect of the validity or execution of any Right Certificate

(except its countersignature thereof); nor shall it be liable or responsible for any breach by the Company of any covenant or condition

contained in this Agreement or in any Right Certificate; nor shall it be liable or responsible for any change in the exercisability of

the Rights (including the Rights becoming null and void pursuant to Section 11(a)(ii)) or any adjustment in the terms of the Rights

(including the manner, method or amount thereof) provided for in Section 3, 11, 13, 23 or 24, or the

ascertaining of the existence of facts that would require any such change or adjustment (except with respect to the exercise of Rights

evidenced by Right Certificates after receipt of a certificate furnished pursuant to Section 12 describing such change or adjustment

upon which the Rights Agent may rely); nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization

or reservation of any Preferred Shares to be issued pursuant to this Agreement or any Right Certificate or as to whether any Preferred

Shares or other securities will, when issued, be validly authorized and issued, fully paid and nonassessable.

(f)

The Company agrees that it will perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered

all such further and other acts, instruments and assurances as may reasonably be required by the Rights Agent for the carrying out or

performing by the Rights Agent of the provisions of this Agreement.

(g)

The Rights Agent is hereby authorized and directed to accept instructions with respect to the performance of its duties hereunder from

the President and Chief Executive Officer or any Executive or Senior Vice President or the Secretary or any Assistant Secretary or the

Treasurer or any Assistant Treasurer of the Company and to apply to such officers for advice or instructions in connection with its duties,

and it shall not be liable for any action taken, suffered or omitted to be taken by it in the absence of bad faith in accordance with

the instructions of any such officer or for any delay in acting while waiting for those instructions.

(h)

The Rights Agent and any stockholder, director, Affiliate, officer or employee of the Rights Agent may buy, sell or deal in any of the

Rights or other securities of the Company or become pecuniarily interested in any transaction in which the Company may be interested,

or contract with or lend money to the Company or otherwise act as fully and freely as though it were not Rights Agent under this Agreement.

Nothing herein shall preclude the Rights Agent from acting in any other capacity for the Company or for any other Person.

(i)

The Rights Agent may execute and exercise any of the rights or powers hereby vested in it or perform any duty hereunder either itself

(through its directors, officers and employees) or by or through its attorneys or agents, and the Rights Agent shall not be answerable

or accountable for any act, default, neglect or misconduct of any such attorneys or agents or for any loss to the Company resulting from

any such act, default, neglect or misconduct, absent gross negligence, bad faith or willful misconduct (which gross negligence, bad faith

or willful misconduct must be determined by a final, non-appealable order, judgment, decree or ruling of a court of competent jurisdiction)

in the selection and continued employment thereof.

(j)

If, with respect to any Right Certificate surrendered to the Rights Agent for exercise or transfer, the certificate contained in the

form of assignment or the form of election to purchase set forth on the reverse thereof, as the case may be, has not been completed to

certify that the holder is not an Acquiring Person (or an Affiliate or Associate thereof) or a transferee thereof, the Rights Agent shall

not take any further action with respect to such requested exercise or transfer without first consulting with the Company.

Section

21. Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under

this Agreement upon 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 or the Preferred Shares by registered or

certified mail. 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 as Rights Agent under this Agreement as of the

effective date of such termination and the Company shall be responsible for sending any required notice relating to such termination.

The Company may remove the Rights Agent or any successor Rights Agent (with or without cause) 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 or the Preferred

Shares by registered or certified mail, and, following the Distribution Date, to the holders of the Right Certificates 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 thirty (30) days after giving notice of such

removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or

by the holder of a Right Certificate (which holder shall, with such notice, submit such holder’s Right Certificate for inspection

by the Company), then the incumbent Rights Agent or registered holder of any Right Certificate may apply to any court of competent jurisdiction

for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be

either (a) a Person organized and doing business under the laws of the United States of America, in good standing, that is authorized

under such laws to exercise corporate trust or stock transfer or shareowner services powers and is subject to supervision or examination

by applicable federal or state authority or authorities and that has, together with its Affiliates, at the time of its appointment as

Rights Agent, a combined capital and surplus of at least $50 million or (b) an Affiliate of such Person. After appointment, the successor

Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent

without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at

the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not

later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent

and each transfer agent of the Common Shares or the Preferred Shares, and, following the Distribution Date, mail a notice thereof in

writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, however,

or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment

of the successor Rights Agent, as the case may be.

Section

22. Issuance of New Right Certificates. Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary,

the Company may, at its option, issue new Right Certificates evidencing Rights in such form as may be approved by the Board of Directors

of the Company to reflect any adjustment or change in the Purchase Price and the number or kind or class of shares or other securities

or property purchasable under the Right Certificates made in accordance with the provisions of this Agreement. In addition, in connection

with the issuance or sale of Common Shares following the Distribution Date and prior to the Expiration Date, the Company may with respect

to Common Shares so issued or sold (i) pursuant to the exercise of stock options, (ii) under any employee plan or arrangement, (iii)

upon the exercise, conversion or exchange of securities, notes or debentures issued by the Company or (iv) pursuant to a contractual

obligation of the Company, in each case, existing prior to the Distribution Date, issue Rights Certificates representing the appropriate

number of Rights in connection with such issuance or sale.

Section

23. Redemption. (a) The Board of Directors of the Company may, at its option, at any time prior to the occurrence of any Person

becoming an Acquiring Person, redeem all but not less than all of the then outstanding Rights at a redemption price of $0.001 per Right,

appropriately adjusted to reflect any stock split, stock dividend or similar transaction in respect of the Common Shares occurring after

the date hereof (such redemption price being hereinafter referred to as the “Redemption Price”). The redemption of

the Rights by the Board of Directors of the Company may be made effective at such time, on such basis and with such conditions as the

Board of Directors of the Company, in its sole discretion, may establish. The Redemption Price shall be payable, at the option of the

Company, in cash, Common Shares or such other form of consideration as the Board of Directors of the Company shall determine.

(b)

Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights pursuant to paragraph (a)

of this Section 23 (or at such later time as the Board of Directors of the Company may establish for the effectiveness of such

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

thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any such

redemption (with prompt written notice to the Rights Agent); provided, however, that the failure to give, or any defect

in, any such notice shall not affect the validity of such redemption. Within ten (10) days after such action of the Board of Directors

of the Company ordering the redemption of the Rights (or at such later time as the Board of Directors of the Company may establish for

the effectiveness of such redemption), the Company shall mail a notice of redemption to all of the holders of the then outstanding Rights

at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry

books of the transfer agent for the Common Shares. Any notice that is mailed in the manner herein provided shall be deemed given, whether

or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price

will be made.

Section

24. Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring

Person, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become null and

void pursuant to the provisions of Section 11(a)(ii)) for Common Shares at an exchange ratio of one Common Share per Right, appropriately

adjusted to reflect any stock split, stock dividend or similar transaction occurring in respect of the Common Shares after the date hereof

(such exchange ratio being hereinafter referred to as the “Exchange Ratio”). Notwithstanding the foregoing, the Board

of Directors of the Company shall not be empowered to effect such exchange at any time after any Acquiring Person becomes the Beneficial

Owner of 50% or more of the Common Shares then outstanding. From and after the occurrence of an event specified in Section 13(a),

any Rights that theretofore have not been exchanged pursuant to this Section 24(a) shall thereafter be exercisable only in accordance

with Section 13 and may not be exchanged pursuant to this Section 24(a).

(b)

Immediately upon the effectiveness of the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant

to paragraph (a) of this Section 24 and without any further action and without any notice, the right to exercise such Rights shall

terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Common Shares equal to the number

of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice of any such exchange

(with prompt written notice to the Rights Agent); provided, however, that the failure to give, or any defect in, such notice

shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of

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

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

by which the exchange of the Common Shares for Rights will be effected, and, in the event of any partial exchange, the number of Rights

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

have become null and void pursuant to the provisions of Section 11(a)(ii)) held by each holder of Rights.

(c)

The Company may at its option substitute, and in the event that there shall not be sufficient Common Shares issued but not outstanding

or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, the Company shall

substitute to the extent of such insufficiency, for each Common Share that would otherwise be issuable upon exchange of a Right, a number

of Preferred Shares or fraction thereof such that the current per share market price of one Preferred Share multiplied by such number

or fraction is equal to the current per share market price of one Common Share as of the date of such exchange.

(d)

The Company shall not be required to issue fractions of Common Shares or to distribute certificates that evidence fractional Common Shares.

If the Company decides not to issue fractional shares, then in lieu of such fractional Common Shares, the Company shall 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 a whole Common Share. For the purposes of this paragraph (d), the current

market value of a whole Common Share shall be the closing price of a Common Share (as determined pursuant to the second sentence of Section

11(d)(i)) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

(e)

The exchange of the Rights by the Board of Directors of the Company may be made effective at such time, on such basis and with such conditions

as the Board of Directors of the Company, in its sole discretion, may establish. Upon declaring an exchange pursuant to this Section

24, or as promptly as reasonably practicable thereafter, the Company may implement such procedures as it deems appropriate, in its

sole discretion, for the purpose of ensuring that the Common Shares (or such other consideration) issuable upon an exchange pursuant

to this Section 24 are not received by holders of Rights that have become null and void pursuant to Section 11(a)(ii).

Before effecting an exchange pursuant to this Section 24, the Board of Directors of the Company, at its sole option, may direct

the Company to enter into a Trust Agreement in such form and with such terms as the Board of Directors of the Company shall then approve

(the “Trust Agreement”). If the Board of Directors of the Company so directs, the Company shall enter into the Trust

Agreement and the Company shall issue to the trust created by the Trust Agreement (the “Trust”) all or a portion (as

designated by the Board of Directors of the Company) of the Common Shares and other securities, if any, distributable pursuant to the

exchange, and all stockholders entitled to distribution of such shares or other securities (and any dividends or distributions made thereon

after the date on which such shares or other securities are deposited in the Trust) shall be entitled to receive a distribution of such

shares or other securities (and any dividends or distributions made thereon after the date on which such shares or other securities are

deposited in the Trust) only from the Trust and solely upon compliance with all relevant terms and provisions of the Trust Agreement.

Prior to effecting an exchange and registering Common Shares (or other such securities) in any Person’s name, including any nominee

or transferee of a Person, the Company may require (or cause the trustee of the Trust to require), as a condition thereof, that any holder

of Rights provide evidence, including, without limitation, the identity of the Beneficial Owners thereof and their Affiliates and Associates

(or former Beneficial Owners thereof and their Affiliates and Associates) as the Company reasonably requests in order to determine if

such Rights are null and void. Any Common Shares or other securities issued at the direction of the Board of Directors of the Company

in connection herewith shall be validly issued, fully paid and nonassessable Common Shares or of such other securities (as the case may

be).

Section

25. Notice of Certain Events. (a) In case the Company shall, at any time after the earlier of the Shares Acquisition Date

and the Distribution Date, propose (i) to pay any dividend payable in stock of any class to the holders of the Preferred Shares or to

make any other distribution to the holders of the Preferred Shares (other than a regular quarterly cash dividend), (ii) to offer to the

holders of the Preferred Shares rights or warrants to subscribe for or to purchase any additional Preferred Shares or shares of stock

of any class or any other securities, rights or options, (iii) to effect any reclassification of the Preferred Shares (other than a reclassification

involving only the subdivision or combination of outstanding Preferred Shares), (iv) to effect the liquidation, dissolution or winding

up of the Company, or (v) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination

or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, in each

such case, the Company shall give to the Rights Agent and each holder of a Right Certificate, in accordance with Section 26, a

notice of such proposed action, which shall specify the record date for the purposes of such dividend, distribution or offering of rights

or warrants, or the date on which such reclassification, combination, subdivision, consolidation, liquidation, dissolution or winding

up is to take place and the date of participation therein by the holders of the Common Shares and/or Preferred Shares, if any such date

is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least ten (10) days

prior to the record date for determining holders of the Preferred Shares for purposes of such action, and, in the case of any such other

action, at least ten (10) days prior to the date of the taking of such proposed action or the date of participation therein by the holders

of the Common Shares and/or Preferred Shares, whichever shall be the earlier. The failure to give notice required by this Section

25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action.

(b)

In case the event set forth in Sections 11(a)(ii) or Section 13 shall occur, then the Company shall, as soon as practicable

thereafter, give to each holder of a Right Certificate (or, if occurring prior to the Distribution Date, the holders of the Common Shares

of the Company), in accordance with Section 26, a notice of the occurrence of such event, which notice shall describe such event

and the consequences of such event to holders of Rights under Section 11(a)(ii) or Section 13 and all references in the

preceding paragraph to Preferred Shares shall be deemed thereafter to refer to Common Shares of the Company or, if appropriate, other

securities.

Section

26. Notices. Notices or demands authorized by this Agreement to be given or made by the Rights Agent or by the holder of any Right

to or on the Company shall be sufficiently given or made if sent by overnight delivery service or first-class or express United States

mail, FedEx or United Parcel Service or any other nationally recognized courier service, postage prepaid, addressed (until another address

is filed by the Company in writing with the Rights Agent) as follows:

FreightCar

America, Inc.

125

South Wacker Drive

Suite

1500

Chicago,

Illinois 60606

Attention:

Nicholas Randall

Subject

to the provisions of Section 21, any notice or demand authorized by this Agreement to be given or made by the Company or by the

holder of any Right to or on the Rights Agent shall be sufficiently given or made if in writing and sent by overnight delivery service

or first-class mail, postage prepaid, addressed (until another address is filed by the Rights Agent in writing with the Company) as follows:

Computershare

Trust Company, N.A.

150

Royall Street

Canton,

MA 02021

Attention:

Client Services

With

a copy to:

Computershare

Trust Company, N.A.

150

Royall Street

Canton,

MA 02021

Attention:

Legal Department

Notices

or demands authorized by this Agreement to be given or made by the Company or the Rights Agent to the holder of any Right Certificate

shall be sufficiently given or made if sent by first-class mail, postage prepaid, addressed to such holder at the address of such holder

as shown on the registry books of the Company.

Section

27. Supplements and Amendments. Except as provided in the third sentence of this Section 27, for so long as the Rights

are then redeemable, the Company may, and the Rights Agent shall, if directed by the Company, from time to time supplement or amend this

Agreement in any respect without the approval of any holders of the Rights. At any time when the Rights are no longer redeemable, except

as provided in the third sentence of this Section 27, the Company may, and the Rights Agent shall, if the Company so directs,

supplement or amend this Agreement without the approval of any holders of the Rights, provided that no such supplement or amendment

may (a) adversely affect the interests of the holders of Rights as such (other than an Acquiring Person or an Affiliate or Associate

of any Acquiring Person), (b) cause this Agreement again to become amendable other than in accordance with this sentence or (c) cause

the Rights again to become redeemable. Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment

shall be made that changes the Redemption Price. Any such supplement or amendment shall be evidenced by a writing signed by the Company

and the Rights Agent. Upon the delivery of a certificate from an appropriate officer of the Company that states that the proposed supplement

or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment;

provided, however, 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, or obligations under this Agreement.

Section

28. Successors. All the covenants and provisions of this Agreement by or for the benefit of the Company or the Rights Agent shall

bind and inure to the benefit of their respective successors and assigns hereunder.

Section

29. Benefits of this Agreement. Nothing in this Agreement shall be construed to give to any Person other than the Company, the

Rights Agent and the registered holders of the Right Certificates (and, prior to the Distribution Date, the Common Shares) any legal

or equitable right, remedy or claim under this Agreement; but this Agreement shall be for the sole and exclusive benefit of the Company,

the Rights Agent and the registered holders of the Right Certificates (and, prior to the Distribution Date, the Common Shares).

Section

30. Determinations and Actions by the Board of Directors. The Board of Directors of the Company shall have the exclusive power

and authority to administer this Agreement and to exercise the rights and powers specifically granted to the Board of Directors of the

Company or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation,

the right and power to (i) interpret the provisions of this Agreement and (ii) make all determinations deemed necessary or advisable

for the administration of this Agreement (including, without limitation, a determination to redeem or not redeem the Rights or to amend

or not amend this Agreement). All such actions, calculations, interpretations and determinations that are done or made by the Board of

Directors of the Company in good faith shall be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights,

as such, and all other parties.

Nothing

in this Section 30 nor this Agreement shall modify the fiduciary duties of the directors to the Company and its stockholders,

nor eliminate or otherwise limit the liability of the directors for breaches of fiduciary duty.

Section

31. Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction

or other applicable authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions

of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated; provided, however,

that, if any such excluded term, provision, covenant or restriction shall adversely affect the rights, immunities, duties or obligations

of the Rights Agent, the Rights Agent shall be entitled to resign immediately.

Section

32. Governing Law. This Agreement and each Right Certificate issued hereunder shall be deemed to be a contract made under the

laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with the laws of such State applicable

to contracts to be made and performed entirely within such State.

Section

33. Counterparts. This Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes

be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. A signature to this

Agreement executed and/or transmitted electronically shall have the same authority, effect and enforceability as an original signature.

Section

34. Descriptive Headings. Descriptive headings of the several Sections of this Agreement are inserted for convenience only and

shall not control or affect the meaning or construction of any of the provisions hereof.

Section

35. Reserved.

Section

36. Force Majeure. The Rights Agent will not be liable for any delay or failure in performance when such delay or failure arises

from circumstances beyond its reasonable control, including, without limitation, acts of God, acts of government in its sovereign or

contractual capacity, acts of public enemy or terrorists, acts of civil or military authority, war, riots, civil strife, terrorism, blockades,

sabotage, rationing, embargoes, epidemics, pandemics, outbreaks of infectious diseases or any other public health crises, earthquakes,

fire, flood, other natural disaster, quarantine or any other employee restrictions, power shortages or failures, utility or communication

failures or delays, labor disputes, strikes, or shortages, supply shortages, equipment failures, or software malfunctions.

Section

37. Confidentiality. The Rights Agent and the Company agree that all books, records, information and data pertaining to the business

of the other party, including inter alia, personal, non-public holder information, which are exchanged or received pursuant to the negotiation

or the carrying out of this Agreement, including the fees for services set forth in any applicable schedule, shall remain confidential,

and shall not be voluntarily disclosed to any other person, except as may be required by applicable law, including, without limitation,

pursuant to subpoenas from state or federal government authorities (e.g., in divorce and criminal actions).

[SIGNATURE

PAGE FOLLOWS]

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

FREIGHTCAR AMERICA, INC.

By:

/s/

Nicholas Randall

Name:

Nick

Randall

Title:

President

and Chief Executive Officer

COMPUTERSHARE TRUST COMPANY, N.A., as Rights

Agent

By:

/s/

Patrick Hayes

Name:

Patrick

Hayes

Title:

Manager,

Client Management

Exhibit

FORM

CERTIFICATE

OF DESIGNATION

SERIES

E JUNIOR PARTICIPATING PREFERRED STOCK

FREIGHTCAR

AMERICA, INC.

(Pursuant

to Section 151 of the

Delaware General Corporation Law)

FreightCar

America, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (hereinafter called the

“Corporation”), hereby certifies that the following resolution was adopted by the Board of Directors of the Corporation as

required by Section 151 of the General Corporation Law at a meeting duly called and held on August 5, 2026:

RESOLVED,

that pursuant to the authority granted to and vested in the Board of Directors of this Corporation (hereinafter called the “Board

of Directors” or the “Board”) in accordance with the provisions of the Corporation’s Certificate of Incorporation,

the Board of Directors hereby creates a series of Preferred Stock, par value $0.01 per share, of the Corporation (the “Preferred

Stock”), and hereby states the designation and number of shares, and fixes the voting and other powers, preferences and relative,

participating, optional or other rights of the shares of such series and the qualifications, limitations and restrictions thereof as

follows:

Series

E Junior Participating Preferred Stock:

Section

1. Designation and Amount. The shares of such series shall be designated as “Series E Junior Participating Preferred

Stock” (the “Series E Preferred Stock”) and the number of shares constituting the Series E Preferred Stock shall be

1,000,000. Such number of shares may be increased or decreased by resolution of the Board of Directors; provided that no decrease

shall reduce the number of shares of Series E Preferred Stock to a number less than the number of shares then outstanding plus the number

of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding

securities issued by the Corporation convertible into or exercisable for Series E Preferred Stock.

A-1

Section

2. Dividends and Distributions.

(A)

Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock (or any similar stock) ranking

prior and superior to the Series E Preferred Stock with respect to dividends, the holders of shares of Series E Preferred Stock, in preference