ITEM 3.03. Material Modification to Rights of Security Holders

The Second Amended and Restated Rights Agreement dated as of December 18, 2009, between Espey Mfg. & Electronics Corp. (the "Company") and Registrar and Transfer Co. (the "Rights Agreement"), and all common stock purchase rights distributed to holders of the Company's common stock pursuant to the Rights Agreement, expired by their respective terms on December 31, 2019. Accordingly, the Rights Agreement is of no further force and effect.

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