As soon as practicable after the Distribution Date, Rights
Certificates will be mailed to holders of record of Common
Stock as of the close of business on the Distribution Date (and
to each initial holder of certain shares of Common Stock issued
after the Distribution Date) and, thereafter, the separate
Rights Certificates alone will represent the Rights.

Flip-In. If a person becomes an Acquiring Person, then
each holder of a Right will thereafter have the right to
receive, upon exercise, Units of Preferred Stock or, at the
option of the Company, shares of Common Stock (or, in certain
circumstances, cash, property or other securities of the
Company) having a value equal to two times the exercise price
of the Right. The exercise price is the purchase price
multiplied by the number of Units of Preferred Stock issuable
upon exercise of a Right prior to the date a person becomes an
Acquiring Person. Notwithstanding any of the foregoing,
following the date a person becomes an Acquiring Person, all
Rights that are, or (under certain circumstances specified in
the Rights Agreement) were, beneficially owned by any Acquiring
Person or any affiliate or associate thereof (or certain
transferees of any of them) will be null and void.

Flip-Over. If, at any time following the date that any
person becomes an Acquiring Person, (i)the Company is acquired
in a merger or other business combination transaction and the
Company is not the surviving corporation, (ii)any person merges
with the Company and all or part of the outstanding shares of
Common Stock are converted or exchanged for securities, cash or
property of the Company or any other person or (iii)50% or more
of the Companys assets, cash flow or earning power is sold or
transferred, each holder of a Right (except Rights which
previously have been voided as described above) shall
thereafter have the right to receive, upon exercise, common
stock of the acquiring company having a value equal to two
times the exercise price of the Right.

Redemption. At any time until 10 business days
following the Stock Acquisition Date, the Board may redeem the
Rights in whole, but not in part, at a price of $0.001 per
Right (subject to adjustment in certain events). Such price
shall be payable, at the election of the Board, in cash, shares
of Common Stock or other consideration considered appropriate
by the Board. Immediately upon the action of the Board ordering
the redemption of the Rights, the Rights will terminate and the
only right of the holders of Rights will be to receive the
redemption price.

Exchange. The Company may, at any time after a person
becomes an Acquiring Person and until any person acquires 50%
or more of the outstanding Common Stock or the occurrence of a
Flip-Over event as described above, exchange all or part of the
then-outstanding and exercisable Rights (other than Rights that
shall have become null and void) for Units of Preferred Stock
or shares of Common Stock to a one-for-one exchange ratio,
subject to adjustment.

No Stockholder Rights; Taxation. Until a Right is
exercised, the holder thereof, as such, will have no rights as
a stockholder of the Company, including, without limitation,
the right to vote or to receive dividends. While the
distribution of the Rights will not be taxable to stockholders
or to the Company, stockholders may, depending upon the
circumstances, recognize taxable income in the event that the
Rights become exercisable for Units of Preferred Stock (or
other consideration) or for common stock of an acquiring
company or in the event of the redemption of Rights as
described above.

Amendment. Any of the provisions of the Rights
Agreement may be amended without the approval of the holders of
the Rights or the Common Stock at any time prior to the
Distribution Date. After the Distribution Date, the provisions
of the Rights Agreement may be amended in order to cure any
ambiguity, defect or inconsistency, to shorten or lengthen any
time period under the Rights Agreement, or to make changes
which do not adversely affect the interests of holders of
Rights (excluding the interests of any Acquiring Person);
provided, that no amendment shall be made to lengthen (i)the
time period governing redemption at such time as the Rights are
not redeemable or (ii)any other time period unless such
lengthening is for the purpose of protecting, enhancing or
clarifying the rights of, and/or the benefits to, the holders
of Rights.

Item3.03. Material Modification of
Rights of Security Holders.

The information set forth under Items1.01 and5.03 of this
Current Report on Form8-K is incorporated into this Item3.03 by
reference.

Item5.03. Amendments to Articles of
Incorporation or Bylaws; Change in Fiscal Year.

In connection with the adoption of the Rights Agreement, the
Board approved a Certificate of Designation of the SeriesA
Preferred Stock (theCertificate of Designation) setting forth
the rights, preferences and limitations of the Preferred Stock.
The Company filed the Certificate of Designation with the
Secretary of State of the State of Delaware on April17, 2017.

The Certificate of Designation is filed as Exhibit3.1 to this
Current Report on Form8-K and is incorporated into this
Item5.03 by reference. The following is a summary of the
material rights, preferences and limitations of the Preferred
Stock, does not purport to be complete and is qualified in its
entirety by reference to the full text of the Certificate of
Designation:

Redemption of Units. The Units of Preferred Stock that
may be acquired upon exercise of the Rights will be
nonredeemable.

Dividends. Each Unit of Preferred Stock will have a
minimum preferential quarterly dividend of $0.01 per Unit or
any higher per share dividend declared on the Common Stock.

Liquidation Payment. In the event of liquidation, the
holder of a Unit of Preferred Stock will receive a preferred
liquidation payment equal to the greater of $0.01 per Unit and
the per share amount paid in respect of a share of Common
Stock.

Voting Rights. Each Unit of Preferred Stock will have
one vote, voting together with the Common Stock.

Merger, Consolidation or Other Transaction. In the
event of any merger, consolidation or other transaction in
which shares of Common Stock are exchanged, each Unit of
Preferred Stock will be entitled to receive the per share
amount paid in respect of each share of Common Stock.

Anti-Dilution Protections. The rights of holders of
the Preferred Stock with respect to dividends, liquidation and
voting, and in the event of mergers and consolidations, are
protected by customary anti-dilution adjustment provisions.

Economic Value. The economic value of one Unit of
Preferred Stock that may be acquired upon the exercise of each
Right should approximate the economic value of one share of
Common Stock.

Item8.01. Other Events.

On April17, 2017, the Company issued a press release announcing
the adoption of the Rights Agreement and the declaration of the
Rights dividend. The press release is attached as Exhibit99.1
to this Current Report on Form8-K and is incorporated into this
Item8.01 by reference.

Item9.01. Financial Statements and
Exhibits.

(d)Exhibits