18.

Stockholder Rights Plan

May 22, 2020,

the Board of Directors of the Company approved a stockholder rights plan (the “Rights Plan”) and declared a dividend distribution to stockholders of record as of the close of business on

June 2, 2020

one

preferred stock purchase right (a

“Right”) for each outstanding share of Common Stock of the Company.

Each Right entitles the holder to purchase from the Company a unit consisting of

one one

-hundredth of a share (a “Unit”) of a newly-authorized series of junior participating preferred stock of the Company, upon the occurrence of certain events, as more fully described below, at a purchase price of

$5.60

per Unit

In connection with the adoption of the stockholder rights plan, the Company designated

250,000

shares of the Company's authorized shares of Preferred Stock, par value

$1.00,

as Series A-

Junior Participating Preferred Shares,

none

of which are issued and outstanding. As provided in the Certificate of Designation filed by the Company with the Department of State of the State of Nevada, each Series A-

Preferred Share shall entitle the holder

100

votes on all matters submitted to a vote of the stockholders of the Company, subject to adjustment for future dividends and combinations of common stock. The holders of Series A-

Preferred Shares and the holders of shares of Common Stock shall vote together as

one

class on all matters submitted to a vote of stockholders of the Company. The Series A-

Preferred Shares shall, after issuance, be entitled to receive quarterly dividends in an amount equal to the greater of

$50.00

per share or an amount per share, subject to adjustment, equal to

100

times the aggregate per share amount 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 declared on the common stock since the immediately preceding quarterly dividend payment date of the Series A-

Preferred Shares, or, with respect to the

first

such quarterly dividend payment date, since the

first

issuance of any share or fraction of a share of the Series A-

Preferred Shares. The Series A-

Preferred Shares shall rank junior to all other series of the Company's Preferred Stock as to the payment of dividends and the distribution of assets, unless the terms of any such series shall provide otherwise. The Series A-

Preferred Shares shall

not

be redeemable. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, the holders of Series A-

Preferred Shares shall be entitled to receive the greater of

$100.00

per share, plus accrued dividends, or an amount per share, subject to adjustment, equal to

100

times the aggregate amount to be distributed per share to holders of Common Stock. In the event the Company shall enter into any consolidation, merger, combination or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash and/or any other property, then in any such event the Series A-

Preferred Shares shall at the same time be similarly exchanged or changed in an amount per share, subject to adjustment, 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. These preferences are protected by customary anti-dilution provisions.

Initially, the Rights are

not

exercisable and are attached to each existing outstanding share of the Company's Common Stock. The Rights

will separate and become exercisable if a person or group acquires

10%

or more of the Company's Common Stock in a transaction, including the open market purchase of shares,

not

approved by our Board. If a person or group acquires

10%,

each Right will entitle its holder (other than such person or members of such group) to purchase, at the Right's exercise price (subject to adjustment as provided in the Rights Plan), a number of shares of the Company's Common Stock having a then-current market value of twice the exercise price.

The Rights Plan will cause substantial dilution to a person or group that attempts to acquire control of the Company on terms or in a manner

not

approved by our Board.

The initial issuance of the Rights as a dividend had

financial accounting or reporting impact. The fair value of the Rights was nominal because the Rights were

not

exercisable when issued and

value is attributable to them. Additionally, the Rights do

not

meet the definition of a liability under generally accepted accounting principles in the United States and are therefore

not

accounted for as a long-term obligation. Accordingly, unless the Rights become exercisable as discussed above, the Rights Plan has

impact on the Company's Condensed Consolidated Financial Statements

The Company's Board of Directors

may

redeem the Rights for

$0.001

per Right at any time before an event that causes the Rights to become exercisable. The Rights will expire on

May 22, 2021,

unless the Rights have previously been redeemed by the Board of Directors.

The Rights Plan is

not

intended to interfere with any merger, tender or exchange offer or other business combination approved by

our Board. Nor does the Rights Plan prevent our

Board from considering any offer that it considers to be in the best interest of its stockholders.