RIGHTS AGREEMENT dated as of June 27, 2017 by and between Fred’s, Inc., as the Company and American Stock Transfer & Trust Company, LLC, as Rights AgentRights Agreement • June 28th, 2017 • Freds Inc • Retail-variety stores • Tennessee
This certifies that _________________, or its registered assigns, is the registered holder of the number of Rights set forth above, each of which entitles the holder thereof, subject to the terms, provisions and conditions of the Rights Agreement dated as of June 27, 2017, as amended from time to time (the “Rights Agreement”), between Fred’s, Inc., a Tennessee corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, as Rights Agent (the “Rights Agent”), to purchase from the Company at any time after the Distribution Date and prior to 5:00 p.m., New York City time, on September 25, 2017, at the office or offices of the Rights Agent designated for such purpose, or its successors as Rights Agent, one one-thousandth of a fully paid, non-assessable share of Series C Junior Participating Preferred Stock, no par value per share (the “Preferred Stock”), of the Company, at a purchase price of $60.00 per one one-thousandth share of Preferred Stock (the “Exercise Price”), up
