exv4w1






Exhibit 4.1



EXECUTION COPY




INFOGROUP INC.




and




WELLS FARGO BANK, N.A.




PREFERRED STOCK RIGHTS AGREEMENT




Dated as of May 4, 2009





 









 








TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	Section 1. Certain Definitions
	 	 	1	 
	 
	 	 	 	 
	Section 2. Appointment of Rights Agent
	 	 	6	 
	 
	 	 	 	 
	Section 3. Issuance of Rights Certificates
	 	 	6	 
	 
	 	 	 	 
	Section 4. Form of Rights Certificates
	 	 	8	 
	 
	 	 	 	 
	Section 5. Countersignature and Registration
	 	 	9	 
	 
	 	 	 	 
	Section 6. Transfer, Split Up, Combination and
Exchange of Rights Certificates; Mutilated, Destroyed, Lost or 

Stolen Rights Certificates
	 	 	9	 
	 
	 	 	 	 
	Section 7. Exercise of Rights; Exercise Price; Expiration Date of Rights
	 	 	10	 
	 
	 	 	 	 
	Section 8. Cancellation and Destruction of Rights Certificates
	 	 	11	 
	 
	 	 	 	 
	Section 9. Reservation and Availability of Preferred Shares
	 	 	12	 
	 
	 	 	 	 
	Section 10. Record Date
	 	 	13	 
	 
	 	 	 	 
	Section 11. Adjustment of Exercise Price, Number of Shares or Number of Rights
	 	 	13	 
	 
	 	 	 	 
	Section 12. Certificate of Adjusted Exercise Price or Number of Shares
	 	 	18	 
	 
	 	 	 	 
	Section 13. Consolidation, Merger or Sale or Transfer of Assets or Earning Power
	 	 	19	 
	 
	 	 	 	 
	Section 14. Fractional Rights and Fractional Shares
	 	 	22	 
	 
	 	 	 	 
	Section 15. Rights of Action
	 	 	23	 
	 
	 	 	 	 
	Section 16. Agreement of Rights Holders
	 	 	23	 
	 
	 	 	 	 
	Section 17. Rights Certificate Holder Not Deemed a Stockholder
	 	 	24	 
	 
	 	 	 	 
	Section 18. Concerning the Rights Agent
	 	 	24	 
	 
	 	 	 	 
	Section 19. Merger or Consolidation or Change of Name of Rights Agent
	 	 	24	 
	 
	 	 	 	 
	Section 20. Duties of Rights Agent
	 	 	25	 
	 
	 	 	 	 
	Section 21. Change of Rights Agent
	 	 	27	 
	 
	 	 	 	 
	Section 22. Issuance of New Rights Certificates
	 	 	27	 
	 
	 	 	 	 
	Section 23. Redemption
	 	 	28	 






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TABLE
OF CONTENTS 
(continued)




	 	 	 	 	 
	 	 	Page	 
	Section 24. Exchange
	 	 	28	 
	 
	 	 	 	 
	Section 25. Notice of Certain Events
	 	 	30	 
	 
	 	 	 	 
	Section 26. Notices
	 	 	30	 
	 
	 	 	 	 
	Section 27. Supplements and Amendments
	 	 	31	 
	 
	 	 	 	 
	Section 28. Successors
	 	 	31	 
	 
	 	 	 	 
	Section 29. Determinations and Actions by the Board of Directors, etc
	 	 	31	 
	 
	 	 	 	 
	Section 30. Benefits of this Agreement
	 	 	32	 
	 
	 	 	 	 
	Section 31. Severability
	 	 	32	 
	 
	 	 	 	 
	Section 32. Governing Law
	 	 	32	 
	 
	 	 	 	 
	Section 33. Counterparts
	 	 	32	 
	 
	 	 	 	 
	Section 34. Descriptive Headings
	 	 	33	 
	 
	 	 	 	 
	EXHIBITS
	 	 	 	 
	 
	 	 	 	 
	Exhibit A            Form of Certificate of Designation
	 	 	 	 
	 
	 	 	 	 
	Exhibit B            Form of Rights Certificate
	 	 	 	 
	 
	 	 	 	 
	Exhibit C            Summary of Rights
	 	 	 	 







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PREFERRED STOCK RIGHTS AGREEMENT




     This Preferred Stock Rights Agreement is dated as of May 4, 2009, between infoGROUP Inc., a
Delaware corporation, (the “Company”), and Wells Fargo Bank, N.A. (the “Rights Agent”).



     WHEREAS, on May 1, 2009 (the “Rights Dividend Declaration Date”), the Board of Directors of
the Company authorized and declared a dividend of one Preferred Share Purchase Right (a “Right”)
for each Common Share (as hereinafter defined) of the Company outstanding as of the Close of
Business (as hereinafter defined) on May 20, 2009 (the “Record Date”), each Right representing the
right to purchase one one-thousandth (0.001) of a share of Series A Participating Preferred Stock
(as such number may be adjusted pursuant to the provisions of this Agreement), having the rights,
preferences and privileges set forth in the form of Certificate of Designations of Rights,
Preferences and Privileges of Series A Participating Preferred Stock attached hereto as Exhibit
A, upon the terms and subject to the conditions herein set forth.



     WHEREAS, the Board of Directors of the Company further authorized and directed the issuance of
one Right (as such number may be adjusted pursuant to the provisions of this Agreement) with
respect to each Common Share that shall become outstanding between the Record Date and the earlier
of the Distribution Date and the Expiration Date (as such terms are hereinafter defined), and in
certain circumstances after the Distribution Date.



     NOW, THEREFORE, in consideration of the promises and the mutual agreements herein set forth,
the parties hereby agree as follows:



     Section 1. Certain Definitions. For purposes of this Agreement, the following terms have the
meanings indicated:



          (a) “Acquiring Person” shall mean any Person, who or which, together with all Affiliates and
Associates of such Person, shall be the Beneficial Owner of 15% or more of the Common Shares then
outstanding, but shall not include an Exempt Person (as such term is hereinafter defined).
Notwithstanding the foregoing, no Person shall be deemed to be an Acquiring Person as the result of
an acquisition of Common Shares by the Company which, by reducing the number of shares outstanding,
increases the proportionate number of shares beneficially owned by such Person to 15% or more of
the Common Shares of the Company then outstanding; provided, however, that if a
Person shall become the Beneficial Owner of 15% or more of the Common Shares of the Company then
outstanding by reason of share purchases by the Company and shall, after 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
in 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 of the Company, such Person does not beneficially own 15% or more of the
Common Shares of the Company then outstanding. Notwithstanding the foregoing, (i) if the Board of
Directors of the Company determines in good faith that a Person who would otherwise be an
“Acquiring Person,” as defined pursuant to the foregoing provisions of this Section 1(a), has
become such inadvertently (including, without limitation, because (A) such Person was unaware that
it beneficially owned a percentage of the Common Shares that would otherwise cause such Person to
be an “Acquiring Person,” as defined pursuant to the foregoing provisions of this
Section 1(a), or (B) such Person was aware of the extent of the Common Shares it beneficially
owned but had



 









 






no actual knowledge of the consequences of such beneficial ownership under this
Agreement) and without any intention of changing or influencing control of the Company, and if such
Person divested or divests as promptly as practicable a sufficient number of Common Shares so that
such Person would no longer be an “Acquiring Person,” as defined pursuant to the foregoing
provisions of this paragraph (a), then such Person shall not be deemed to be or to have become an
“Acquiring Person” for any purposes of this Agreement including, without limitation, Section 1(hh)
hereof; and (ii) if, as of the date hereof, any Person is the Beneficial Owner of 15% or more of
the Common Shares outstanding, such Person shall not be deemed to be or become an “Acquiring
Person,” as defined pursuant to the foregoing provisions of this Section 1(a), unless and until
such time as such Person shall become the Beneficial Owner of additional Common Shares (other than
pursuant to a dividend or distribution paid or made by the Company on the outstanding Common Shares
in Common Shares or pursuant to a split or subdivision of the outstanding Common Shares), unless,
upon becoming the Beneficial Owner of such additional Common Shares, such Person is not then the
Beneficial Owner of 15% or more of the Common Shares then outstanding.




          (b) “Adjustment Fraction” shall have the meaning set forth in Section 11(a)(i) hereof.




          (c) “Affiliate” and “Associate” shall have the respective meanings ascribed to such terms 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) which such Person or any of such Person’s Affiliates or Associates beneficially owns,
directly or indirectly, for purposes of Section 13(d) of the Exchange Act and Rule 13d-3 thereunder
(or any comparable or successor law or regulation);



               (ii) which such Person or any of such Person’s Affiliates or Associates has (A) the right to
acquire (whether such right is exercisable immediately or only after the passage of time or both)
pursuant to any agreement, arrangement or understanding whether in writing or not (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 pursuant to this Section 1(d)(ii)(A) to be the
Beneficial Owner of, or to beneficially own, (1) 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, or (2) securities which a
Person or any of such Person’s Affiliates or Associates 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 its Affiliates or Associates) if such agreement has been approved by the Board of
Directors of the Company prior to there being an Acquiring Person; or (B) the right to vote, alone
or in concert with others, pursuant to any agreement, arrangement or understanding whether in
writing or not; provided, however, that a Person shall not be deemed the Beneficial
Owner of, or to beneficially own, any security under this Section 1(d)(ii)(B) 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 of the Exchange Act and (2) is not
also then reportable on Schedule 13D under the Exchange Act (or any comparable or successor
report); or



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               (iii) which are beneficially owned, directly or indirectly, by any other Person (or any
Affiliate or Associate thereof) with which such Person or any of such Person’s Affiliates or
Associates has any agreement, arrangement or understanding whether in writing or not (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 to Section 1(d)(ii)(B)) or disposing of any securities of the
Company; provided, however, that in no case shall an officer or director of the
Company be deemed (x) the Beneficial Owner of any securities beneficially owned by another officer
or director of the Company solely by reason of actions undertaken by such persons in their capacity
as officers or directors of the Company or (y) the Beneficial Owner of securities held of record by
the trustee of any employee benefit plan of the Company or any Subsidiary of the Company for the
benefit of any employee of the Company or any Subsidiary of the Company, other than the officer or
director, by reason of any influence that such officer or director may have over the voting of the
securities held in the plan.



          (e) “Business Day” shall mean any day other than a Saturday, Sunday or a day on which banking
institutions in New York are authorized or obligated by law or executive order to close.




          (f) “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.




          (g) “Common Stock Equivalents” shall have the meaning set forth in Section 11(a)(iii) hereof.
“Common Shares” when used with reference to the Company shall mean the shares of Common Stock of
the Company, par value at $0.0025 per share. Common Shares when used with reference to any Person
other than the Company shall mean the capital stock (or 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 which ultimately control such first-mentioned Person.




          (h) “Company” shall mean infoGROUP Inc., a Delaware corporation, subject to the terms of
Section 13(a)(iii)(C) hereof.




          (i) “Current Per Share Market Price” of any security (a “Security” for purposes of this
definition), for all computations other than those made pursuant to Section 11(a)(iii) hereof,
shall mean the average of the daily closing prices per share of such Security for the thirty (30)
consecutive Trading Days immediately prior to such date, and for purposes of computations made
pursuant to Section 11(a)(iii) hereof, the Current Per Share Market Price of any Security on any
date shall be deemed to be the average of the daily closing prices per share of such Security for
the ten (10) consecutive Trading Days immediately prior to 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 (i) a
dividend or distribution on such Security payable in shares of such Security or securities
convertible into such shares or (ii) any subdivision, combination or reclassification of such
Security, and prior to the expiration of the applicable thirty (30) Trading Day or ten (10) Trading
Day period, after 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, 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,
if the Security is not listed or admitted to trading on the New York Stock Exchange, as reported in
the principal consolidated transaction



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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 sale price or, if such last
sale price is not reported, the average of the high bid and low asked prices in the
over-the-counter market, as reported 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. If on any such date no market maker is making a market in the
Security, the fair value of such shares on such date as determined in good faith by the Board of
Directors of the Company shall be used. If the Preferred Shares are not publicly traded, the
Current Per Share Market Price of the Preferred Shares shall be conclusively deemed to be (x) the
Current Per Share Market Price of the Common Shares as determined pursuant to this Section 1(i), as
appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring
after the date hereof, multiplied by (y) 1,000. If the Security is not publicly held or so listed
or traded, Current Per Share Market Price shall mean the fair value per share as determined in good
faith by the Board of Directors of the Company, whose determination shall be described in a
statement filed with the Rights Agent and shall be conclusive for all purposes.




          (j) “Current Value” shall have the meaning set forth in Section 11(a)(iii) hereof.




          (k) “Distribution Date” shall mean the earlier of (i) the Close of Business on the tenth
(10th) Business day (or such later date as may be determined by action of the Board of
Directors of the Company) after the Shares Acquisition Date (or, if the tenth (10th)
business day after the Shares Acquisition Date occurs before the Record Date, the Close of Business
on the Record Date) or (ii) the Close of Business on the tenth (10th) Business Day (or
such later date as may be determined by action of the Board of Directors of the Company) after the
date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the
Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any
Person or entity organized, appointed or established by the Company for or pursuant to the terms of
any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the
General Rules and Regulations under the Exchange Act, if, assuming the successful consummation
thereof, such Person would be an Acquiring Person.




          (l) “Equivalent Shares” shall mean Preferred Shares and any other class or series of capital
stock of the Company which is entitled to the same rights, privileges and preferences as the
Preferred Shares.




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




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




          (o) “Exempt Person” shall mean (i) the Company, (ii) any Subsidiary of the Company, (iii) any
employee benefit plan or employee stock plan of the Company or any Subsidiary of the Company, or
any trust or other entity organized, appointed, established or holding Common Stock for or pursuant
to the terms of any such plan or (iv) any Grandfathered Person.




          (p) “Exercise Price” shall have the meaning set forth in Section 4(a) hereof.




          (q) “Expiration Date” shall mean the earliest to occur of: (i) the Close of Business on the
Final Expiration Date, (ii) the Redemption Date, or (iii) the time at which the Board of Directors
of the Company orders the exchange of the Rights as provided in Section 24 hereof.




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          (r) “Final Expiration Date” shall mean May 20, 2019.




          (s) “Grandfathered Person” shall mean any Person that Beneficially Owns on the date of this
Rights Agreement 15% or more of the shares of Common Stock then outstanding, either alone or
together with members of such Person’s immediate family and any entities (including trusts and
foundations) controlled by or established by or for the benefit of such Person and/or one or more
members of such Person’s immediate family; provided, however, that a Grandfathered
Person shall cease to be a Grandfathered Person at the time that the Grandfathered Person becomes,
after the date of this Rights Agreement, the Beneficial Owner of an additional 1% of the shares of
Common Stock then outstanding, excluding any acquisition of additional Common Stock solely by
reason of (i) the exercise of stock options granted to such Person by the Company, (ii) any action
or transaction or series of related actions or transactions approved by the Board of Directors of
the Company before any such acquisition of additional Common Stock or (iii) a reduction in the
number of issued and outstanding shares of Common Stock pursuant to a transaction or a series of
related transactions approved by the Board of Directors of the Company.




          (t) “Nasdaq” shall mean The Nasdaq Stock Market, Inc.




          (u) “Person” shall mean any individual, firm, corporation or other entity, and shall include
any successor (by merger or otherwise) of such entity.




          (v) “Post-Event Transferee” shall have the meaning set forth in Section 7(e) hereof.




          (w) “Preferred Shares” shall mean shares of Series A Participating Preferred Stock, par value
$0.0025 per share, of the Company.




          (x) “Pre-Event Transferee” shall have the meaning set forth in Section 7(e) hereof.




          (y) “Principal Party” shall have the meaning set forth in Section 13(b) hereof.




          (z) “Record Date” shall have the meaning set forth in the recitals at the beginning of this
Agreement.




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



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




          (cc) “Rights Agent” shall mean (i) Wells Fargo Bank, N.A., (ii) its successor or replacement
as provided in Sections 19 and 21 hereof or (iii) any additional Person appointed pursuant to
Section 2 hereof.




          (dd) “Rights Certificate” shall mean a certificate substantially in the form attached hereto
as Exhibit B.




          (ee) “Rights Dividend Declaration Date” shall have the meaning set forth in the recitals at
the beginning of this Agreement.




          (ff) “Section 11(a)(ii) Trigger Date” shall have the meaning set forth in Section 11(a)(iii)
hereof.




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          (gg) “Section 13 Event” shall mean any event described in clause (i), (ii) or (iii) of Section
13(a) hereof.




          (hh) “Securities Act” shall mean the Securities Act of 1933, as amended.




          (ii) “Shares Acquisition Date” shall mean the first date of public announcement (which, for
purposes of this definition, shall include, without limitation, a report filed pursuant to Section
13(d) of the Exchange Act) by the Company or an Acquiring Person that an Acquiring Person has
become such; provided that, if such Person is determined not to have become an Acquiring
Person pursuant to Section 1(a) hereof, then no Shares Acquisition Date shall be deemed to have
occurred by virtue of such event.




          (jj) “Spread” shall have the meaning set forth in Section 11(a)(iii) hereof.




          (kk) “Subsidiary” of any Person shall mean any corporation or other entity of which an amount
of voting securities sufficient to elect a majority of the directors or Persons having similar
authority of such corporation or other entity is beneficially owned, directly or indirectly, by
such Person, or any corporation or other entity otherwise controlled by such Person.




          (ll) “Substitution Period” shall have the meaning set forth in Section 11(a)(iii) hereof.




          (mm) “Summary of Rights” shall mean a summary of this Agreement substantially in the form
attached hereto as Exhibit C.




          (nn) “Substitution Period” shall have the meaning set forth in Section 11(a)(iii) hereof.




          (oo) “Tide Committee” shall have the meaning set forth in Section 29 hereof.




          (pp) “Total Exercise Price” shall have the meaning set forth in Section 4(a) hereof.




          (qq) “Trading Day” shall mean a day on which the principal national securities exchange on
which a referenced security is listed or admitted to trading is open for the transaction of
business or, if a referenced security is not listed or admitted to trading on any national
securities exchange, a Business Day.




          (rr) A “Triggering Event” shall be deemed to have occurred upon any Person becoming an
Acquiring Person.




     Section 2. Appointment of Rights Agent. The Company hereby appoints the Rights Agent to act as
agent for the Company and the holders of the Rights (who, in accordance with Section 3 hereof,
shall prior to the Distribution Date also be the holders of the Common Shares) in accordance with
the terms and conditions hereof, 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. The Rights Agent shall have no duty to
supervise, and shall in no event be liable for, the acts or omissions of any co-Rights Agent.



     Section 3. Issuance of Rights Certificates.



          (a) Until the Distribution Date, (i) the Rights will be evidenced (subject to the provisions
of Sections 3(b) and 3(c) hereof) by the certificates for Common Shares registered in the names of
the holders thereof (which certificates shall also be deemed to be Rights Certificates) and not by
separate Rights



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Certificates and (ii) the right to receive Rights Certificates will be transferable
only in connection with the transfer of Common Shares. Until the earlier of the Distribution Date
or the Expiration Date, the surrender for transfer of certificates for Common Shares shall also
constitute the surrender for transfer of the Rights associated with the Common Shares represented
thereby. 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 (and the Rights
Agent will, if requested, send) by first-class, postage-prepaid mail, to each record holder of
Common Shares as of the Close of Business on the Distribution Date, at the address of such holder
shown on the records of the Company, a Rights Certificate evidencing one Right for each Common
Share so held, subject to adjustment as provided herein. In the event that an adjustment in the
number of Rights per Common Share has been made pursuant to Section 11 hereof, then at the time of
distribution of the Rights Certificates, the Company shall make the necessary and appropriate
rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates
representing only whole numbers of Rights are distributed and cash is paid in lieu of any
fractional Rights (in accordance with Section 14(a) hereof). As of the Distribution Date, the
Rights will be evidenced solely by such Rights Certificates and may be transferred by the transfer
of the Rights Certificates as permitted hereby, separately and apart from any transfer of Common
Shares, and the holders of such Rights Certificates as listed in the records of the Company or any
transfer agent or registrar for the Rights shall be the record holders thereof.




          (b) On the Record Date or as soon as practicable thereafter, the Company will send a copy of
the Summary of Rights by first-class, postage-prepaid mail, to each record holder of Common Shares
as of the Close of Business on the Record Date, at the address of such holder shown on the records
of the Company’s transfer agent and registrar. With respect to certificates for Common Shares
outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by
such certificates registered in the names of the holders thereof together with the Summary of
Rights.




          (c) Unless the Board of Directors of the Company by resolution adopted at or before the time
of the issuance of any Common Shares after the Record Date but prior to the earlier of the
Distribution Date or the Expiration Date (or, in certain circumstances provided in Section 22
hereof, after the Distribution Date) specifies to the contrary, Rights shall be issued in respect
of all Common Shares that are so issued, and Certificates representing such Common Shares shall
also be deemed to be certificates for Rights, and shall bear the following legend:





THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS
SET FORTH IN A RIGHTS AGREEMENT BETWEEN INFOGROUP INC AND WELLS FARGO BANK, N.A., AS
THE RIGHTS AGENT, DATED AS OF MAY 4, 2009 (THE “RIGHTS AGREEMENT”), THE TERMS OF
WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT
THE PRINCIPAL EXECUTIVE OFFICES OF INFOGROUP INC. UNDER CERTAIN CIRCUMSTANCES, AS
SET FORTH IN THE RIGHTS 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 RIGHTS AGREEMENT WITHOUT CHARGE
AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH
IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR
BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE
DEFINED IN THE RIGHTS AGREEMENT),



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WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH
PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID.


With respect to such certificates containing the foregoing legend, until the earlier of the
Distribution Date or the Expiration Date, the Rights associated with the Common Shares represented
by such certificates shall be evidenced by such certificates alone, and the surrender for transfer
of any such certificate shall also constitute the transfer of the Rights associated with the Common
Shares represented thereby.




          (d) In the event that the Company purchases or acquires any Common Shares after the Record
Date but prior to the Distribution Date, any Rights associated with such Common Shares shall be
deemed canceled and retired so that the Company shall not be entitled to exercise any Rights
associated with the Common Shares which are no longer outstanding.




     Section 4. Form of Rights Certificates.



          (a) The Rights Certificates (and the forms of election to purchase Common Shares and of
assignment to be printed on the reverse thereof) shall be substantially in the form of Exhibit
B hereto and may have such marks of identification or designation and such legends, summaries
or endorsements printed thereon as the Company may deem appropriate and are not inconsistent with
the provisions of this Agreement, or as may be required to comply with any applicable law or with
any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange
or a national market system, on which the Rights may from time to time be listed or included, or to
conform to usage. Subject to the provisions of Section 11 and Section 22 hereof, the Rights
Certificates, whenever distributed, shall be dated as of the Record Date (or in the case of Rights
issued with respect to Common Shares issued by the Company after the Record Date, as of the date of
issuance of such Common Shares) and on their face shall entitle the holders thereof to purchase
such number of one-thousandths (0.001) of a Preferred Share as shall be set forth therein at the
price set forth therein (such exercise price per one one-thousandth (0.001) of a Preferred Share
being hereinafter referred to as the “Exercise Price” and the aggregate Exercise Price of all
Preferred Shares issuable upon exercise of one Right being hereinafter referred to as the “Total
Exercise Price”), but the number and type of securities purchasable upon the exercise of each Right
and the Exercise Price shall be subject to adjustment as provided herein.




          (b) Any Rights Certificate issued pursuant to Section 3(a) or Section 22 hereof that
represents Rights beneficially owned by: (i) an Acquiring Person or any Associate or Affiliate of
an Acquiring Person, (ii) a Post-Event Transferee, (iii) a Pre-Event Transferee or (iv) any
subsequent transferee receiving transferred Rights from a Post-Event Transferee or a Pre-Event
Transferee, either directly or through one or more intermediate transferees, and any Rights
Certificate issued pursuant to Section 6 or Section 11 hereof upon transfer, exchange, replacement
or adjustment of any other Rights Certificate referred to in this sentence, shall contain (to the
extent feasible) the following legend:





THE RIGHTS REPRESENTED BY THIS RIGHTS CERTIFICATE ARE OR WERE BENEFICIALLY OWNED BY
A PERSON WHO WAS OR BECAME AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE OF AN
ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT). ACCORDINGLY,
THIS RIGHTS CERTIFICATE AND THE RIGHTS REPRESENTED HEREBY MAY BECOME NULL AND VOID
IN THE CIRCUMSTANCES SPECIFIED IN SECTION 7(e) OF THE RIGHTS AGREEMENT.



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     Section 5. Countersignature and Registration.



          (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the
Board of Directors, its Chief Executive Officer, its Chief Financial Officer, its President or any
Vice President, either manually or by facsimile signature, and by the Secretary or an Assistant
Secretary of the Company, either manually or by facsimile signature, and shall have affixed thereto
the Company’s seal (if any) or a facsimile thereof. The Rights Certificates shall be either
manually, or by facsimile signature, countersigned by the Rights Agent and shall not be valid for
any purpose unless countersigned. In case any officer of the Company who shall have signed any of
the Rights Certificates shall cease to be such officer of the Company before countersignature by
the Rights Agent and issuance and delivery by the Company, such Rights 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 person who signed such Rights Certificates on behalf of the Company
had not ceased to be such officer of the Company; and any Rights Certificate may be signed on
behalf of the Company by any person who, at the actual date of the execution of such Rights
Certificate, shall be a proper officer of the Company to sign such Rights Certificate, although at
the date of the execution of this Rights Agreement any such person was not such an officer.




          (b) Following the Distribution Date, the Rights Agent will keep or cause to be kept, at its
office designated for such purposes, records for registration and transfer of the Rights
Certificates issued hereunder. Such records shall show the names and addresses of the respective
holders of the Rights Certificates, the number of Rights evidenced on its face by each of the
Rights Certificates and the date of each of the Rights Certificates.




     Section 6. Transfer, Split Up, Combination and Exchange of Rights Certificates; Mutilated,
Destroyed, Lost or Stolen Rights Certificates.



          (a) Subject to the provisions of Sections 7(e), 14 and 24 hereof, at any time after the Close
of Business on the Distribution Date, and at or prior to the Close of Business on the Expiration
Date, any Rights Certificate or Rights Certificates may be transferred, split up, combined or
exchanged for another Rights Certificate or Rights Certificates, entitling the registered holder to
purchase a like number of one-thousandths (0.001) of a Preferred Share (or, following a Triggering
Event, other securities, cash or other assets, as the case may be) as the Rights Certificate or
Rights Certificates surrendered then entitled such holder to purchase. Any registered holder
desiring to transfer, split up, combine or exchange any Rights Certificate or Rights Certificates
shall make such request in writing delivered to the Rights Agent, and shall surrender the Rights
Certificate or Rights Certificates to be transferred, split up, combined or exchanged at the office
of the Rights Agent designated for such purpose. Neither the Rights Agent nor the Company shall be
obligated to take any action whatsoever with respect to the transfer of any such surrendered Rights
Certificate until the registered holder shall have completed and signed the certificate contained
in the form of assignment on the reverse side of such Rights Certificate and shall have provided
such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or
Affiliates or Associates thereof as the Company shall reasonably request. Thereupon the Rights
Agent shall, subject to Sections 7(e), 14 and 24 hereof, countersign and deliver to the person
entitled thereto a Rights Certificate or Rights Certificates, as the case may be, as so requested.
The Company may require payment from the registered holder of a sum sufficient to cover any tax or
governmental charge that may be imposed in connection with any transfer, split up, combination or
exchange of Rights Certificates.




          (b) Upon receipt by the Company and the Rights Agent of evidence reasonably satisfactory to
them of the loss, theft, destruction or mutilation of a Rights Certificate, and, in case of loss,



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theft or destruction, of indemnity or security reasonably satisfactory to them, and, at the
Company’s request, 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 Rights
Certificate if mutilated, the Company will make and deliver a new Rights Certificate of like tenor
to the Rights Agent for delivery to the registered holder in lieu of the Rights Certificate so
lost, stolen, destroyed or mutilated.




     Section 7. Exercise of Rights; Exercise Price; Expiration Date of Rights.



          (a) Subject to Sections 7(e), 23(b) and 24(b) hereof, the registered holder of any Rights
Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in
whole or in part at any time after the Distribution Date and prior to the Close of Business on the
Expiration Date by surrender of the Rights Certificate, with the form of election to purchase on
the reverse side thereof duly executed, to the Rights Agent at the office of the Rights Agent
designated for such purpose, together with payment of the Exercise Price for each one-thousandth
(0.001) of a Preferred Share (or, following a Triggering Event, other securities, cash or other
assets as the case may be) as to which the Rights are exercised.




          (b) The Exercise Price for each one-thousandth (0.001) of a Preferred Share issuable pursuant
to the exercise of a Right shall initially be $18 and shall be subject to adjustment from time to
time as provided in Sections 11 and 13 hereof and shall be payable in lawful money of the United
States of America in accordance with paragraph (c) below.




          (c) Upon receipt of a Rights Certificate representing exercisable Rights, with the form of
election to purchase duly executed, accompanied by payment of the Exercise Price for the number of
one-thousandths (0.001) of a Preferred Share (or, following a Triggering Event, other securities,
cash or other assets as the case may be) to be purchased and an amount equal to any applicable
transfer tax required to be paid by the holder of such Rights Certificate in accordance with
Section 9(e) hereof, the Rights Agent shall, subject to Section 20(k) hereof, thereupon promptly
(i) (A) requisition from any transfer agent of the Preferred Shares (or make available, if the
Rights Agent is the transfer agent for the Preferred Shares) a certificate or certificates for the
number of one-thousandths (0.001) of a Preferred Share (or, following a Triggering Event, other
securities, cash or other assets as the case may be) to be purchased and the Company hereby
irrevocably authorizes its transfer agent to comply with all such requests or (B) if the Company
shall have elected to deposit the total number of one-thousandths (0.001) of a Preferred Share (or,
following a Triggering Event, other securities, cash or other assets as the case may be) issuable
upon exercise of the Rights hereunder with a depository agent, requisition from the depository
agent depository receipts representing such number of one-thousandths (0.001) of a Preferred Share
(or, following a Triggering Event, other securities, cash or other assets as the case may be) as
are to be purchased (in which case certificates for the Preferred Shares (or, following a
Triggering Event, other securities, cash or other assets as the case may be) represented by such
receipts shall be deposited by the transfer agent with the depository agent) and the Company hereby
directs the depository agent to comply with such request, (ii) when appropriate, requisition from
the Company the amount of cash to be paid in lieu of issuance of fractional shares in accordance
with Section 14 hereof, (iii) after receipt of such certificates or depository receipts, cause the
same to be delivered to or upon the order of the registered holder of such Rights Certificate,
registered in such name or names as may be designated by such holder and (iv) when appropriate,
after receipt thereof, deliver such cash to or upon the order of the registered holder of such
Rights Certificate. The payment of the Exercise Price (as such amount may be reduced (including to
zero) pursuant to Section 11(a)(iii) hereof) and an amount equal to any applicable transfer tax
required to be paid by the holder of such Rights Certificate in accordance with Section 9(e)
hereof, may be made in cash or by certified bank check, cashier’s check or bank draft payable to



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the order of the Company. In the event that the Company is obligated to issue securities of
the Company other than Preferred Shares, pay cash and/or distribute other property pursuant to
Section 11(a) hereof, the Company will make all arrangements necessary so that such other
securities, cash and/or other property are available for distribution by the Rights Agent, if and
when appropriate.



          (d) In case the registered holder of any Rights Certificate shall exercise less than all the
Rights evidenced thereby, a new Rights Certificate evidencing Rights equivalent to the Rights
remaining unexercised shall be issued by the Rights Agent to the registered holder of such Rights
Certificate or to his or her duly authorized assigns, subject to the provisions of Section 14
hereof.




          (e) Notwithstanding anything in this Agreement to the contrary, from and after the first
occurrence of a Triggering Event, any Rights beneficially owned by (i) an Acquiring Person or an
Associate or Affiliate of an Acquiring Person, (ii) a transferee of an Acquiring Person (or of any
such Associate or Affiliate) who becomes a transferee after the Acquiring Person becomes such (a
“Post-Event Transferee”), (iii) a transferee of an Acquiring Person (or of any such Associate or
Affiliate) who becomes a transferee prior to or concurrently with the Acquiring Person becoming
such and receives such Rights pursuant to either (A) a transfer (whether or not for consideration)
from the Acquiring Person to holders of equity interests in such Acquiring Person or to any Person
with whom the Acquiring Person has any continuing agreement, arrangement or understanding regarding
the transferred Rights or (B) a transfer which the Board of Directors of the Company has determined
is part of a plan, arrangement or understanding which has as a primary purpose or effect the
avoidance of this Section 7(e) (a “Pre-Event Transferee”) or (iv) any subsequent transferee
receiving transferred Rights from a Post-Event Transferee or a Pre-Event Transferee, either
directly or through one or more intermediate transferees, shall become null and void without any
further action and no holder of such Rights shall have any rights whatsoever with respect to such
Rights, whether under any provision of this Agreement or otherwise. The Company shall use all
reasonable efforts to ensure that the provisions of this Section 7(e) and Section 4(b) hereof are
complied with, but shall have no liability to any holder of Rights Certificates or to any other
Person as a result of its failure to make any determinations with respect to an Acquiring Person or
any of such Acquiring Person’s Affiliates, Associates or transferees hereunder.




          (f) 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 upon the
occurrence of any purported exercise as set forth in Section 7 unless such registered holder shall,
in addition to having complied with the requirements of subsection 7(a), have (i) completed and
signed the certificate contained in the form of election to purchase set forth on the reverse side
of the Rights Certificate surrendered for such exercise and (ii) provided such additional evidence
of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates
thereof as the Company shall reasonably request.




     Section 8. Cancellation and Destruction of Rights Certificates. All Rights
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 surrendered to the Rights Agent, shall be canceled by it,
and no Rights 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 Rights Certificate purchased
or acquired by the Company otherwise than upon the exercise thereof. Subject to applicable law and
regulation, the Rights Agent shall maintain in a retrievable database electronic records of all
cancelled or destroyed stock certificates which have been cancelled or destroyed by the Rights
Agent. The Rights Agent shall maintain such electronic records for the time period required by
applicable law and



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regulation. Upon written request of the Company (and at the expense of the Company), the
Rights Agent shall provide to the Company or its designee copies of such electronic records
relating to rights certificates cancelled or destroyed by the Rights Agent.



     Section 9. Reservation and 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 not reserved for another purpose (and, following
the occurrence of a Triggering Event, out of its authorized and unissued Common Shares and/or other
securities), the number of Preferred Shares (and, following the occurrence of the Triggering Event,
Common Shares and/or other securities) that will be sufficient to permit the exercise in full of
all outstanding Rights.




          (b) If the Company shall hereafter list any of its Preferred Shares on a national securities
exchange, then so long as the Preferred Shares (and, following the occurrence of a Triggering
Event, Common Shares and/or other securities) issuable and deliverable upon exercise of the Rights
may be listed on such exchange, the Company shall use its best efforts to cause, from and after
such time as the Rights become exercisable (but only to the extent that it is reasonably likely
that the Rights will be exercised), all shares reserved for such issuance to be listed on such
exchange upon official notice of issuance upon such exercise.




          (c) The Company shall use its best efforts to (i) file, as soon as practicable following the
earliest date after the first occurrence of a Triggering Event in which the consideration to be
delivered by the Company upon exercise of the Rights is described in Section 11(a)(ii) or Section
11(a)(iii) hereof, or as soon as is required by law following the Distribution Date, as the case
may be, a registration statement under the Securities Act with respect to the securities
purchasable upon exercise of the Rights on an appropriate form, (ii) cause such registration
statement to become effective as soon as practicable after such filing and (iii) cause such
registration statement to remain effective (with a prospectus at all times meeting the requirements
of the Securities Act) until the earlier of (A) the date as of which the Rights are no longer
exercisable for such securities and (B) the date of expiration of the Rights. The Company may
temporarily suspend, for a period not to exceed ninety (90) days after the date set forth in clause
(i) of the first sentence of this Section 9(c), the exercisability of the Rights in order to
prepare and file such registration statement and permit it to become effective. Upon any such
suspension, the Company shall issue a public announcement stating, and notify the Rights Agent,
that the exercisability of the Rights has been temporarily suspended, as well as a public
announcement and notification to the Rights Agent at such time as the suspension is no longer in
effect. The Company will also take such action as may be appropriate under, or to ensure
compliance with, the securities or “blue sky” laws of the various states in connection with the
exercisability of the Rights. Notwithstanding any provision of this Agreement to the contrary, the
Rights shall not be exercisable in any jurisdiction, unless the requisite qualification in such
jurisdiction shall have been obtained, or an exemption therefrom shall be available, and until a
registration statement has been declared and remains effective.




          (d) The Company covenants and agrees that it will take all such action as may be necessary to
ensure that all Preferred Shares (or other securities of the Company) delivered upon exercise of
Rights shall, at the time of delivery of the certificates for such securities (subject to payment
of the Exercise Price), be duly and validly authorized and issued and fully paid and nonassessable.




          (e) The Company further covenants and agrees that it will pay when due and payable any and all
federal and state transfer taxes and charges which may be payable in respect of the original
issuance or delivery of the Rights Certificates or of any Preferred Shares (or other securities of
the Company) upon the



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exercise of Rights. The Company shall not, however, be required to pay any transfer tax which
may be payable in respect of any transfer or delivery of Rights Certificates to a person other
than, or the issuance or delivery of certificates or depository receipts for the Preferred Shares
(or other securities of the Company) in a name other than that of, the registered holder of the
Rights Certificate evidencing Rights surrendered for exercise or to issue or to deliver any
certificates or depository receipts for Preferred Shares (or other securities of the Company) upon
the exercise of any Rights until any such tax shall have been paid (any such tax being payable by
the holder of such Rights Certificate at the time of surrender) or until it has been established to
the Company’s satisfaction that no such tax is due.




     Section 10. Record Date. Each Person in whose name any certificate for a number of
one-thousandths (0.001) of a Preferred Share (or other securities of the Company) is issued upon
the exercise of Rights shall for all purposes be deemed to have become the holder of record of
Preferred Shares (or other securities of the Company) represented thereby on, and such certificate
shall be dated, the date upon which the Rights Certificate evidencing such Rights was duly
surrendered and payment of the Total Exercise Price with respect to which the Rights have been
exercised (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 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 are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Rights
Certificate shall not be entitled to any rights of a holder of Preferred Shares (or other
securities of the Company) 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 Exercise Price, Number of Shares or Number of Rights. The
Exercise Price, the number and kind of shares or other property covered by each Right and the
number of Rights outstanding are subject to adjustment from time to time as provided in this
Section 11.



          (a) (i) Anything in this Agreement to the contrary notwithstanding, in the event that the
Company shall at any time after the date of this Agreement (A) declare a dividend on the Preferred
Shares payable in Preferred Shares, (B) subdivide the outstanding Preferred Shares, (C) combine the
outstanding Preferred Shares (by reverse stock split or otherwise) 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 consolidation or merger
in which the Company is the continuing or surviving corporation), then, in each such event, except
as otherwise provided in this Section 11 and Section 7(e) hereof: (1) the Exercise Price in effect
at the time of the record date for such dividend or of the effective date of such subdivision,
combination or reclassification shall be adjusted so that the Exercise Price thereafter shall equal
the result obtained by dividing the Exercise Price in effect immediately prior to such time by a
fraction (the “Adjustment Fraction”), the numerator of which shall be the total number of
Preferred Shares (or shares of capital stock issued in such reclassification of the Preferred
Shares) outstanding immediately following such time and the denominator of which shall be the total
number of Preferred Shares outstanding immediately prior to such time; 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 such Right; and (2) the number of one-thousandths (0.001) of a Preferred Share (or
share of such other capital stock) issuable upon the exercise of each Right shall equal the number
of one-thousandths (0.001) of a Preferred Share (or share of such other capital stock) as was
issuable upon exercise of a Right immediately prior to the occurrence of the event described in
clauses (A)-(D) of this Section 11(a)(i), multiplied by the Adjustment Fraction; provided, however,
that, no such adjustment shall be made



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pursuant to this Section 11(a)(i) to the extent that there shall have simultaneously occurred
an event described in clause (A), (B), (C) or (D) of Section 11(n) with a proportionate adjustment
being made thereunder. Each Common Share that shall become outstanding after an adjustment has
been made pursuant to this Section 11(a)(i) shall have associated with it the number of Rights,
exercisable at the Exercise Price and for the number of one-thousandths (0.001) of a Preferred
Share (or shares of such other capital stock) as one Common Share has associated with it
immediately following the adjustment made pursuant to this Section 11(a)(i).




          (ii) Subject to Section 24 of this Agreement, in the event that a Triggering Event shall have
occurred, then promptly following such Triggering Event each holder of a Right, except as provided
in Section 7(e) hereof, shall thereafter have the right to receive for each Right, upon exercise
thereof in accordance with the terms of this Agreement and payment of the Exercise Price in effect
immediately prior to the occurrence of the Triggering Event, in lieu of a number of one-thousandths
(0.001) of a Preferred Share, such number of Common Shares of the Company as shall equal the
quotient obtained by dividing (A) the product obtained by multiplying (1) the Exercise Price in
effect immediately prior to the occurrence of the Triggering Event by (2) the number of
one-thousandths (0.001) of a Preferred Share for which a Right was exercisable (or would have been
exercisable if the Distribution Date had occurred) immediately prior to the first occurrence of a
Triggering Event, by (B) fifty percent (50%) of the Current Per Share Market Price for Common
Shares on the date of occurrence of the Triggering Event; provided, however, that
the Exercise Price and the number of Common Shares of the Company so receivable upon exercise of a
Right shall be subject to further adjustment as appropriate in accordance with Section 11(e) hereof
to reflect any events occurring in respect of the Common Shares of the Company after the occurrence
of the Triggering Event.




          (iii) In lieu of issuing Common Shares in accordance with Section 11(a)(ii) hereof, the
Company may, if the Board of Directors of the Company determines that such action is necessary or
appropriate and not contrary to the interest of holders of Rights and, in the event that the number
of Common Shares which are authorized by the Company’s Certificate of Incorporation but not
outstanding or reserved for issuance for purposes other than upon exercise of the Rights are not
sufficient to permit the exercise in full of the Rights, or if any necessary regulatory approval
for such issuance has not been obtained by the Company, the Company shall: (A) determine the
excess of (1) the value of the Common Shares issuable upon the exercise of a Right (the “Current
Value”) over (2) the Exercise Price (such excess, the “Spread”) and (B) with respect to each
Right, make adequate provision to substitute for such Common Shares, upon exercise of the Rights,
(1) cash, (2) a reduction in the Exercise Price, (3) other equity securities of the Company
(including, without limitation, shares or units of shares of any series of preferred stock which
the Board of Directors of the Company has deemed to have the same value as Common Shares (such
shares or units of shares of preferred stock are herein called “Common Stock Equivalents”)),
except to the extent that the Company has not obtained any necessary stockholder or regulatory
approval for such issuance, (4) debt securities of the Company, except to the extent that the
Company has not obtained any necessary stockholder or regulatory approval for such issuance, (5)
other assets or (6) any combination of the foregoing, having an aggregate value equal to the
Current Value, where such aggregate value has been determined by the Board of Directors based upon
the advice of a nationally recognized investment banking firm selected by the Board of Directors of
the Company; provided, however, that if the Company shall not have made adequate
provision to deliver value pursuant to clause (B) above within thirty (30) days following the later
of (x) the first occurrence of a Triggering Event and (y) the date on which the Company’s right of
redemption pursuant to Section 23(a) expires (the later of (x) and (y) being referred to herein as
the “Section 11(a)(ii) Trigger Date”), then the Company shall be obligated to deliver, upon the
surrender for exercise of a Right and without requiring payment of the Exercise Price, Common
Shares (to the extent available), except to the extent that the Company has not obtained any
necessary stockholder or regulatory approval for such issuance,



-14-









 






and then, if necessary, cash, which shares and/or cash have an aggregate value equal to the
Spread. If the Board of Directors of the Company shall determine in good faith that it is likely
that sufficient additional Common Shares could be authorized for issuance upon exercise in full of
the Rights or that any necessary regulatory approval for such issuance will be obtained, the thirty
(30) day period set forth above may be extended to the extent necessary, but not more than ninety
(90) days after the Section 11(a)(ii) Trigger Date, in order that the Company may seek stockholder
approval for the authorization of such additional shares or take action to obtain such regulatory
approval (such period, as it may be extended, the “Substitution Period”). To the extent that the
Company determines that some action need be taken pursuant to the first and/or second sentences of
this Section 11(a)(iii), the Company (x) shall provide, subject to Section 7(e) hereof, 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, to take any action to obtain any required regulatory approval and/or to decide
the appropriate form of distribution to be made pursuant to such first 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. For purposes of
this Section 11(a)(iii), the value of the Common Shares shall be the Current Per Share Market Price
of the Common Shares on the Section 11(a)(ii) Trigger Date and the value of any Common Stock
Equivalent shall be deemed to have the same value as the Common Shares on such date.




          (b) In case the Company shall, at any time after the date of this Agreement, fix a record date
for the issuance of rights, options or warrants to all holders of Preferred Shares entitling such
holders (for a period expiring within forty-five (45) calendar days after such record date) to
subscribe for or purchase Preferred Shares or Equivalent Shares or securities convertible into
Preferred Shares or Equivalent Shares at a price per share (or having a conversion price per share,
if a security convertible into Preferred Shares or Equivalent Shares) less than the then Current
Per Share Market Price of the Preferred Shares or Equivalent Shares on such record date, then, in
each such case, the Exercise Price to be in effect after such record date shall be determined by
multiplying the Exercise Price in effect immediately prior to such record date by a fraction, the
numerator of which shall be the number of Preferred Shares and Equivalent Shares (if any)
outstanding on such record date, plus the number of Preferred Shares or Equivalent Shares, as the
case may be, which the aggregate offering price of the total number of Preferred Shares or
Equivalent Shares, as the case may be, to be offered or issued (and/or the aggregate initial
conversion price of the convertible securities to be offered or issued) would purchase at such
current market price, and the denominator of which shall be the number of Preferred Shares and
Equivalent Shares (if any) outstanding on such record date, plus the number of additional Preferred
Shares or Equivalent Shares, as the case may be, 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 a
consideration part or all of which shall be in a form other than cash, the value of such
consideration shall be as determined in good faith by the Board of Directors of the Company, whose
determination shall be described in a statement filed with the Rights Agent and shall be binding on
the Rights Agent and the holders of the Rights. Preferred Shares and Equivalent Shares owned by or
held for the account 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 Exercise Price shall be
adjusted to be the Exercise Price which would then be in effect if such record date had not been
fixed.




          (c) In case the Company shall, at any time after the date of this Agreement, fix a record date
for the making of a distribution to all holders of the Preferred Shares or of any class or series
of



-15-









 






Equivalent Shares (including any such distribution made in connection with a 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, if any, or a dividend payable
in Preferred Shares) or subscription rights, options or warrants (excluding those referred to in
Section 11(b)), then, in each such case, the Exercise Price to be in effect after such record date
shall be determined by multiplying the Exercise Price in effect immediately prior to such record
date by a fraction, the numerator of which shall be the Current Per Share Market Price of a
Preferred Share or an Equivalent Share on such record date, less the fair market value per
Preferred Share or Equivalent Share (as determined in good faith by the Board of Directors of the
Company, whose determination shall be described in a statement filed with the Rights Agent) of the
portion of the cash, assets or evidences of indebtedness so to be distributed or of such
subscription rights or warrants applicable to a Preferred Share or Equivalent Share, as the case
may be, and the denominator of which shall be such Current Per Share Market Price of a Preferred
Share or Equivalent Share 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 issuable upon 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 Exercise Price shall be adjusted to be the Exercise Price
which would have been in effect if such record date had not been fixed.




          (d) Anything herein to the contrary notwithstanding, no adjustment in the Exercise Price shall
be required unless such adjustment would require an increase or decrease of at least one percent
(1%) of the Exercise Price; provided, however, that any adjustments which by reason
of this Section 11(d) 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 ten-thousandth (0.0001) of a Common Share or other share or one
hundred-thousandth (0.00001) of a Preferred Share, as the case may be. Notwithstanding the first
sentence of this Section 11(d), any adjustment required by this Section 11 shall be made no later
than the earlier of (i) three (3) years from the date of the transaction which requires such
adjustment or (ii) the Expiration Date.




          (e) If as a result of an adjustment made pursuant to Section 11(a) or Section 13(a) hereof,
the holder of any Right thereafter exercised shall become entitled to receive any shares of capital
stock other than Preferred Shares, thereafter the number of such other shares so receivable upon
exercise of any Right and, if required, the Exercise Price thereof, 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), 11(b), 11(c), 11(d), 11(g),
11(h), 11(i), 11(j), 11(k) and 11(l), and the provisions of Sections 7, 9, 10, 13 and 14 with
respect to the Preferred Shares shall apply on like terms to any such other shares.




          (f) All Rights originally issued by the Company subsequent to any adjustment made to the
Exercise Price hereunder shall evidence the right to purchase, at the adjusted Exercise Price, the
number of one-thousandths (0.001) of a Preferred Share purchasable from time to time hereunder upon
exercise of the Rights, all subject to further adjustment as provided herein.




          (g) Unless the Company shall have exercised its election as provided in Section 11(h), upon
each adjustment of the Exercise Price as a result of the calculations made in Section 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 Exercise Price, that number of Preferred Shares
(calculated to the nearest one hundred-thousandth (0.00001) of a share) obtained by (i) multiplying
(x) the number of Preferred Shares covered by a Right immediately prior to this adjustment, by (y)
the Exercise Price in effect immediately prior



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to such adjustment of the Exercise Price, and (ii) dividing the product so obtained by the
Exercise Price in effect immediately after such adjustment of the Exercise Price.




          (h) The Company may elect on or after the date of any adjustment of the Exercise Price as a
result of the calculations made in Section 11(b) or (c) to adjust the number of Rights, in
substitution for any adjustment in the number of Preferred Shares 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-thousandths (0.001) 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 hundred-thousandth (0.00001)) obtained by dividing the Exercise Price in effect immediately
prior to adjustment of the Exercise Price by the Exercise Price in effect immediately after
adjustment of the Exercise 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
Exercise Price is adjusted or any day thereafter, but, if any Rights Certificates have been issued,
shall be at least ten (10) days later than the date of the public announcement. If Rights
Certificates have been issued, upon each adjustment of the number of Rights pursuant to this
Section 11(h), the Company shall, as promptly as practicable, cause to be distributed to holders of
record of Rights Certificates on such record date Rights Certificates evidencing, subject to
Section 14 hereof, 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 Rights Certificates held by such holders prior to
the date of adjustment, and upon surrender thereof, if required by the Company, new Rights
Certificates evidencing all the Rights to which such holders shall be entitled after such
adjustment. Rights Certificates so to be distributed shall be issued, executed and countersigned
in the manner provided for herein (and may bear, at the option of the Company, the adjusted
Exercise Price) and shall be registered in the names of the holders of record of Rights
Certificates on the record date specified in the public announcement.




          (i) Irrespective of any adjustment or change in the Exercise Price or the number of Preferred
Shares issuable upon the exercise of the Rights, the Rights Certificates theretofore and thereafter
issued may continue to express the Exercise Price per one one-thousandth (0.001) of a Preferred
Share and the number of one-thousandths (0.001) of a Preferred Share which were expressed in the
initial Rights Certificates issued hereunder.




          (j) Before taking any action that would cause an adjustment reducing the Exercise Price below
the par or stated value, if any, of the number of one-thousandths (0.001) of a Preferred Share
issuable upon exercise of the Rights, the Company shall take any corporate action which may, in the
opinion of its counsel, be necessary in order that the Company may validly and legally issue as
fully paid and nonassessable shares such number of one-thousandths (0.001) of a Preferred Share at
such adjusted Exercise Price.




          (k) In any case in which this Section 11 shall require that an adjustment in the Exercise
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 number of one-thousandths (0.001) of a Preferred Share and other capital stock
or securities of the Company, if any, issuable upon such exercise over and above the number of
one-thousandths (0.001) of a Preferred Share and other capital stock or securities of the Company,
if any, issuable upon such exercise on the basis of the Exercise 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 (fractional or otherwise) upon the occurrence of the event requiring such adjustment.




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          (l) Anything in this Section 11 to the contrary notwithstanding, prior to the Distribution
Date, the Company shall be entitled to make such reductions in the Exercise 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 (i) consolidation or subdivision of
the Preferred or Common Shares, (ii) issuance wholly for cash of any Preferred or Common Shares at
less than the current market price, (iii) issuance wholly for cash of Preferred or Common Shares or
securities which by their terms are convertible into or exchangeable for Preferred or Common
Shares, (iv) stock dividends or (v) issuance of rights, options or warrants referred to in this
Section 11, hereafter made by the Company to holders of its Preferred or Common Shares shall not be
taxable to such stockholders.




          (m) The Company covenants and agrees that, after the Distribution Date, it will not, except as
permitted by Sections 23, 24 or 27 hereof, take (or permit to be taken) any action if at the time
such action is taken it is reasonably foreseeable that such action will diminish substantially or
otherwise eliminate the benefits intended to be afforded by the Rights.




          (n) In the event that the Company shall, at any time after the date of this Agreement and
prior to the Distribution Date, (A) declare a dividend on the Common Shares payable in Common
Shares, (B) subdivide the outstanding Common Shares, (C) combine the outstanding Common Shares (by
reverse stock split or otherwise) into a lesser number of Common Shares, or (D) issue any shares of
its capital stock in a reclassification of the Common Shares (including any such reclassification
in connection with a consolidation or merger in which the Company is the continuing or surviving
corporation), then, in each such event, except as otherwise provided in this Section 11(a) and
Section 7(e) hereof: (1) each Common Share (or shares of capital stock issued in such
reclassification of the Common Shares) outstanding immediately following such time shall have
associated with it the number of Rights as were associated with one Common Share immediately prior
to the occurrence of the event described in clauses (A)-(D) above; (2) the Exercise Price in effect
at the time of the record date for such dividend or of the effective date of such subdivision,
combination or reclassification shall be adjusted so that the Exercise Price thereafter shall equal
the result obtained by multiplying the Exercise Price in effect immediately prior to such time by a
fraction, the numerator of which shall be the total number of Common Shares outstanding immediately
prior to the event described in clauses (A)-(D) above, and the denominator of which shall be the
total number of Common Shares outstanding immediately after such event; 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 such Right; and (3) the number of one-thousandths (0.001) of a Preferred Share (or
shares of such other capital stock) issuable upon the exercise of each Right outstanding after such
event shall equal the number of one-thousandths (0.001) of a Preferred Share (or shares of such
other capital stock) as were issuable with respect to one Right immediately prior to such event.
Each Common Share that shall become outstanding after an adjustment has been made pursuant to this
Section 11(n) shall have associated with it the number of Rights, exercisable at the Exercise Price
and for the number of one-thousandths (0.001) of a Preferred Share (or shares of such other capital
stock) as one Common Share has associated with it immediately following the adjustment made
pursuant to this Section 11(n). If an event occurs which would require an adjustment under both
this Section 11(n) and Section 11(a)(ii) hereof, the adjustment provided for in this Section 11(n)
shall be in addition to, and shall be made prior to, any adjustment required pursuant to Section
11(a)(ii) hereof.




     Section 12. Certificate of Adjusted Exercise Price or Number of Shares. Whenever an
adjustment is made as provided in Sections 11 and 13 hereof, 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 Preferred Shares a
copy of such certificate



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and (c) mail a brief summary thereof to each holder of a Rights Certificate in accordance with
Section 26 hereof. 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 contained therein and shall not be deemed to
have knowledge of such adjustment 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 that, following a Triggering Event, directly or indirectly:




               (i) the Company shall consolidate with, or merge with and into, any other Person (other than a
wholly-owned Subsidiary of the Company in a transaction the principal purpose of which is to change
the state of incorporation of the Company and which complies with Section 11(m) hereof);



               (ii) any Person shall consolidate with the Company, or merge with and into the Company and the
Company shall be the continuing or surviving corporation of such consolidation or 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



               (iii) 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 fifty
percent (50%) or more of the assets or earning power of the Company and its Subsidiaries (taken as
a whole) to any other Person or Persons (other than the Company or one or more of its wholly owned
Subsidiaries in one or more transactions, each of which individually (and together) complies with
Section 11(m) hereof),



                    then, concurrent with and in each such case,



                    (A) each holder of a Right (except as provided in Section 7(e) hereof) shall thereafter have
the right to receive, upon the exercise thereof at a price equal to the Total Exercise Price
applicable immediately prior to the occurrence of the Section 13 Event in accordance with the terms
of this Agreement, such number of validly authorized and issued, fully paid, nonassessable and
freely tradeable Common Shares of the Principal Party (as hereinafter defined), free of any liens,
encumbrances, rights of first refusal or other adverse claims, as shall be equal to the result
obtained by dividing such Total Exercise Price by an amount equal to fifty percent (50%) of the
Current Per Share Market Price of the Common Shares of such Principal Party on the date of
consummation of such Section 13 Event, provided, however, that the Exercise Price and the
number of Common Shares of such Principal Party so receivable upon exercise of a Right shall be
subject to further adjustment as appropriate in accordance with Section 11(e) hereof;



                    (B) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such
Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement;



                    (C) the term “Company” shall thereafter be deemed to refer to such Principal Party, it being
specifically intended that the provisions of Section 11 hereof shall apply only to such Principal
Party following the first occurrence of a Section 13 Event;



                    (D) such Principal Party shall take such steps (including, but not limited to, the reservation
of a sufficient number of its Common Shares) in connection with the consummation of any



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such transaction as may be necessary to ensure that the provisions hereof shall thereafter be
applicable, as nearly as reasonably may be, in relation to its Common Shares thereafter deliverable
upon the exercise of the Rights; and




                         (E) 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 Total Exercise Price
as provided in this Section 13(a), such cash, shares, rights, warrants and other property which
such holder would have been entitled to receive had such holder, at the time of such transaction,
owned the Common Shares of the Principal Party receivable upon the exercise of such 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.



                         (F) For purposes hereof, the “earning power” of the Company and its Subsidiaries shall be
determined in good faith by the Board of Directors of the Company on the basis of the operating
income of each business operated by the Company and its Subsidiaries during the three fiscal years
preceding the date of such determination (or, in the case of any business not operated by the
Company or any Subsidiary during three full fiscal years preceding such date, during the period
such business was operated by the Company or any Subsidiary).



          (b) For purposes of this Agreement, the term “Principal Party” shall mean:




                    (i) in the case of any transaction described in clause (i) or (ii) of Section 13(a) hereof:
(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 the 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 Section 13(a) hereof, 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 more than one Person that is a party to such
transaction or transactions receives the same portion of the assets or earning power so transferred
and each such portion would, were it not for the other equal portions, constitute the greatest
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 Common Shares having the greatest aggregate market value of shares outstanding;
provided 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 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



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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 was 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 Section 13 Event unless the Principal Party shall
have a sufficient number of authorized Common Shares that have not been issued or reserved for
issuance to permit the exercise in full of the Rights in accordance with this Section 13 and unless
prior thereto the Company and such issuer shall have executed and delivered to the Rights Agent a
supplemental agreement confirming that such Principal Party shall, upon consummation of such
Section 13 Event, assume this Agreement in accordance with Sections 13(a) and 13(b) hereof, that
all rights of first refusal or preemptive rights in respect of the issuance of Common Shares of
such Principal Party upon exercise of outstanding Rights have been waived, that there are no
rights, warrants, instruments or securities outstanding or any agreements or arrangements which, as
a result of the consummation of such transaction, would eliminate or substantially diminish the
benefits intended to be afforded by the Rights and that such transaction shall not result in a
default by such Principal Party under this Agreement, and further providing that, as soon as
practicable after the date of such Section 13 Event, such Principal Party will:




               (i) prepare and file a registration statement under the Securities Act 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 to list (or continue the listing of) the Rights and the securities
purchasable upon exercise of the Rights on a national securities exchange or to meet the
eligibility requirements for quotation on Nasdaq and list (or continue the listing of) the Rights
and the securities purchasable upon exercise of the Rights on Nasdaq; and



               (iii) deliver to holders of the Rights historical financial statements for such Principal
Party which comply in all respects with the requirements for registration on Form 10 (or any
successor form) under the Exchange Act.



     In the event that at any time after the occurrence of a Triggering Event some or all of the
Rights shall not have been exercised at the time of a transaction described in this Section 13, the
Rights which have not theretofore been exercised shall thereafter be exercisable in the manner
described in Section 13(a) (without taking into account any prior adjustment required by Section
11(a)(ii)).



          (d) In case the “Principal Party” for purposes of Section 13(b) hereof has provision in any of
its authorized securities or in its certificate of incorporation or by-laws or other instrument
governing its corporate affairs, which provision would have the effect of (i) causing such
Principal Party to issue (other than to holders of Rights pursuant to Section 13 hereof), in
connection with, or as a consequence of, the consummation of a Section 13 Event, Common Shares or
Equivalent Shares of such Principal Party at less than the then Current Per Share Market Price
thereof or securities exercisable for, or convertible into, Common Shares or Equivalent Shares of
such Principal Party at less than such then Current Per Share Market Price, or (ii) providing for
any special payment, tax or similar provision in connection with the issuance of the



-21-









 






Common Shares of such Principal Party pursuant to the provisions of Section 13 hereof, 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 the Distribution
Date, effect or permit to occur any Section 13 Event, if (i) at the time or immediately after such
Section 13 Event 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
Section 13 Event, the stockholders of the Person who constitutes, or would constitute, the
“Principal Party” for purposes of Section 13(b) hereof 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) The provisions of this Section 13 shall similarly apply to successive mergers or
consolidations or sales or other transfers.




     Section 14. Fractional Rights and Fractional Shares.



          (a) The Company shall not be required to issue fractions of Rights or to distribute Rights
Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be
paid to the registered holders of the Rights 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, as determined pursuant to
the second sentence of Section 1(i) hereof.




          (b) The Company shall not be required to issue fractions of Preferred Shares (other than
fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share) upon
exercise of the Rights or to distribute certificates which evidence fractional Preferred Shares
(other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred
Share). Interests in fractions of Preferred Shares in integral multiples of one one-thousandth
(0.001) of a Preferred Share may, at the election of the Company, be evidenced by depository
receipts, pursuant to an appropriate agreement between the Company and a depository selected by it;
provided, that such agreement shall provide that the holders of such depository receipts
shall have all the rights, privileges and preferences to which they are entitled as beneficial
owners of the Preferred Shares represented by such depository receipts. In lieu of fractional
Preferred Shares that are not integral multiples of one one-thousandth (0.001) of a Preferred
Share, the Company shall pay to the registered holders of Rights Certificates at the time such
Rights are exercised as herein provided an amount in cash equal to the same fraction of the current
market value of a Preferred Share. For purposes of this Section 14(b), the current market value of
a Preferred Share shall be (x) one thousand multiplied by (y) the closing price of a Common Share
(as determined pursuant to the second sentence of Section 1(i) hereof) for the Trading Day
immediately prior to the date of such exercise.




-22-









 








          (c) The Company shall not be required to issue fractions of Common Shares or to distribute
certificates which 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 Rights
Certificates at the time such Rights are exercised as herein provided an amount in cash equal to
the same fraction of the current market value of a Common Share. For purposes of this Section
14(c), the current market value of a Common Share shall be the closing price of a Common Share (as
determined pursuant to the second sentence of Section 1(i) hereof) for 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 his or her right to
receive any fractional Rights or any fractional shares (other than fractions that are integral
multiples of one one-thousandth (0.001) of a Preferred Share) upon exercise of a Right.




     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 Section 18 hereof, are vested
in the respective registered holders of the Rights Certificates (and, prior to the Distribution
Date, the registered holders of the Common Shares); and any registered holder of any Rights
Certificate (or, prior to the Distribution Date, of the Common Shares), without the consent of the
Rights Agent or of the holder of any other Rights Certificate (or, prior to the Distribution Date,
of the Common Shares), may, in his or her own behalf and for his or her own benefit, enforce, and
may institute and maintain any suit, action or proceeding against the Company to enforce, or
otherwise act in respect of, his or her right to exercise the Rights evidenced by such Rights
Certificate in the manner provided in such Rights 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.



     Section 16. Agreement of Rights 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 Rights Certificates are transferable only on the registry
books of the Rights Agent if surrendered at the principal office or offices of the Rights Agent
designated for such purposes, duly endorsed or accompanied by a proper instrument of transfer and
with the appropriate forms and certificates fully executed;




          (c) subject to Sections 6(a) and 7(f) hereof, the Company and the Rights Agent may deem and
treat the person in whose name the Rights Certificate (or, prior to the Distribution Date, the
associated Common Shares certificate) is registered as the absolute owner thereof and of the Rights
evidenced thereby (notwithstanding any notations of ownership or writing on the Rights Certificates
or the associated Common Shares certificate made by anyone other than the Company or the Rights
Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected
by any notice to the contrary; and




          (d) 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 a beneficial interest in a Right
or other Person as a result of its inability to perform any of its obligations under this Agreement
by reason of any



-23-









 






preliminary or permanent injunction or other order, decree or ruling (whether interlocutory or
final) issued by a court of competent jurisdiction or by a governmental, regulatory or
administrative agency or commission, or any statute, rule, regulation or executive order
promulgated or enacted by any governmental authority, prohibiting or otherwise restraining
performance of such obligations.




     Section 17. Rights Certificate Holder Not Deemed a Stockholder. No holder, as such,
of any Rights Certificate shall be entitled to vote, receive dividends or be deemed for any purpose
to be the holder of the Preferred Shares or any other securities of the Company which may at any
time be issuable on the exercise of the Rights represented thereby, nor shall anything contained
herein or in any Rights Certificate be construed to confer upon the holder of any Rights
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 specifically provided in Section 25 hereof), or to
receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by such
Rights Certificate shall have been exercised in accordance with the provisions hereof.



     Section 18. Concerning the Rights Agent.



          (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services
rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable
expenses and counsel fees and other disbursements incurred in the 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 or expense,
incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent,
for anything done or omitted by the Rights Agent in connection with the acceptance and
administration of this Agreement, including the costs and expenses of defending against any claim
of liability in the premises. In no event will the Rights Agent be liable for special, indirect,
incidental or consequential loss or damage of any kind whatsoever, even if the Rights Agent has
been advised of the possibility of such loss or damage.




          (b) The Rights Agent shall be protected and shall incur no liability for, or in respect of any
action taken, suffered or omitted by it in connection with, its administration of this Agreement in
reliance upon any Rights Certificate or certificate for the Preferred Shares or Common Shares or
for 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 reasonably 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
of counsel as set forth in Section 20 hereof.




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



          (a) Any corporation into which the Rights Agent or any successor Rights Agent may be merged or
with which it may be consolidated, or any corporation resulting from any merger or consolidation to
which the Rights Agent or any successor Rights Agent shall be a party, or any corporation
succeeding to the corporate trust 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 any further act on the part of any of the parties hereto; provided, however, that
such corporation would be eligible for appointment as a successor Rights Agent under the provisions
of Section 21 hereof. In case at the time such successor Rights Agent shall succeed to the agency
created by this Agreement, any of the Rights Certificates shall have been countersigned but not
delivered, any such successor Rights Agent may adopt the countersignature of the



-24-









 






predecessor Rights Agent and deliver such Rights Certificates so countersigned; and in case at
that time any of the Rights Certificates shall not have been countersigned, any successor Rights
Agent may countersign such Rights 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 Rights Certificates shall
have the full force provided in the Rights Certificates and in this Agreement.




          (b) In case at any time the name of the Rights Agent shall be changed and at such time any of
the Rights Certificates shall have been countersigned but not delivered, the Rights Agent may adopt
the countersignature under its prior name and deliver Rights Certificates so countersigned; and in
case at that time any of the Rights Certificates shall not have been countersigned, the Rights
Agent may countersign such Rights Certificates either in its prior name or in its changed name; and
in all such cases such Rights Certificates shall have the full force provided in the Rights
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 Rights 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), and the opinion of such counsel shall be full and complete authorization and protection
to the Rights Agent as to any action taken or omitted by it in good faith and in accordance with
such 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
any Acquiring Person and the determination of Current Per Share Market Price) be proved or
established by the Company prior to taking or suffering 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 Chairman of the
Board, the Chief Executive Officer, the President, any Vice President, the Chief Financial Officer,
the Secretary or any Assistant Secretary of the Company and delivered to the Rights Agent; and such
certificate shall be full authorization to the Rights Agent for any action taken or suffered in
good faith by it under the provisions of this Agreement in reliance upon such certificate.




          (c) The Rights Agent shall be liable hereunder to the Company and any other Person only for
its own gross negligence, bad faith or willful misconduct.




          (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 Rights 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 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 Rights Certificate (except its
countersignature thereof); nor shall it be responsible for any breach by the Company of any
covenant or condition contained in this Agreement or in any Rights Certificate; nor shall it be
responsible for any change in the exercisability of the Rights or any adjustment in the terms of
the Rights (including the manner, method or amount thereof) provided for in Sections 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 Rights Certificates after
receipt by the



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Rights Agent of a certificate furnished pursuant to Section 12 describing such change or
adjustment); 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 Rights Certificate or as to whether any Preferred Shares 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 any one of the Chairman of the Board, the Chief
Executive Officer, the President, any Vice President, the Chief Financial Officer, the Secretary or
any Assistant Secretary 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 or suffered by it in
good faith in accordance with instructions of any such officer or for any delay in acting while
waiting for those instructions. Any application by the Rights Agent for written instructions from
the Company may, at the option of the Rights Agent, set forth in writing any action proposed to be
taken or omitted by the Rights Agent under this Rights Agreement and the date on and/or after which
such action shall be taken or such omission shall be effective. The Rights Agent shall not be
liable for any action taken by, or omission of, the Rights Agent in accordance with a proposal
included in any such application on or after the date specified in such application (which date
shall not be less than five (5) Business Days after the date on which any officer of the Company
actually receives such application, unless any such officer shall have consented in writing to an
earlier date) unless, prior to taking any such action (or the effective date in the case of an
omission), the Rights Agent shall have received written instructions in response to such
application specifying the action to be taken or omitted.




          (h) The Rights Agent and any stockholder, director, 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 legal entity.




          (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 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, provided reasonable care was exercised in the selection and continued
employment thereof.




          (j) No provision of this Agreement shall require the Rights Agent to expend or risk its own
funds or otherwise incur any financial liability in the performance of any of its duties hereunder
or in the exercise of its rights if there shall be reasonable grounds for believing that repayment
of such funds or adequate indemnification against such risk or liability is not reasonably assured
to it.




          (k) If, with respect to any Rights Certificate surrendered to the Rights Agent for exercise or
transfer, the certificate attached to the form of assignment or form of election to purchase, as
the case may be, has either not been completed or indicates an affirmative response to clause 1
and/or 2 thereof, the Rights



-26-









 






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 thirty (30) days’ notice in
writing mailed to the Company and to each transfer agent of the Preferred Shares and the Common
Shares by registered or certified mail, and to the holders of the Rights Certificates by
first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon
thirty (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 Preferred Shares and the Common Shares by registered
or certified mail, and to the holders of the Rights 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 Rights Certificate (who shall, with such notice, submit his or her
Rights Certificate for inspection by the Company), then the registered holder of any Rights
Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights
Agent. 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 Preferred Shares and the Common Shares, and mail a notice thereof in
writing to the registered holders of the Rights 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 Rights Certificates. Notwithstanding any of the
provisions of this Agreement or of the Rights to the contrary, the Company may, at its option,
issue new Rights Certificates evidencing Rights in such form as may be approved by its Board of
Directors to reflect any adjustment or change in the Exercise Price and the number or kind or class
of shares or other securities or property purchasable under the Rights 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 redemption or expiration of
the Rights, the Company (a) shall, with respect to Common Shares so issued or sold pursuant to the
exercise of stock options or under any employee plan or arrangement or upon the exercise,
conversion or exchange of other securities of the Company outstanding at the date hereof or upon
the exercise, conversion or exchange of securities hereinafter issued by the Company and (b) may,
in any other case, if deemed necessary or appropriate by the Board of Directors of the Company,
issue Rights Certificates representing the appropriate number of Rights in connection with such
issuance or sale; provided, however, that (i) no such Rights Certificate shall be
issued and this sentence shall be null and void ab initio if, and to the extent that, such
issuance or this sentence would create a significant risk of or result in material adverse tax
consequences to the Company or the Person to whom such Rights Certificate would be issued or would
create a significant risk of or result in such options’ or employee plans’ or arrangements’ failing
to qualify for otherwise available special tax treatment and (ii) no such Rights Certificate shall
be issued if, and to the extent that, appropriate adjustment shall otherwise have been made in lieu
of the issuance thereof.



-27-









 





     Section 23. Redemption.



          (a) The Company may, at its option and with the approval of the Board of Directors, at any
time prior to the Close of Business on the earlier of (i) the fifth day following the Shares
Acquisition Date (or such later date as may be determined by action of the Company’s Board of
Directors and publicly announced by the Company) and (ii) the Final Expiration Date, redeem all but
not less than all 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 occurring
after the date hereof (such redemption price being herein referred to as the “Redemption Price”)
and the Company may, at its option, pay the Redemption Price either in Common Shares (based on the
Current Per Share Market Price thereof at the time of redemption) or cash. Such redemption of the
Rights by the Company may be made effective at such time, on such basis and with such conditions as
the Board of Directors in its sole discretion may establish. The date on which the Board of
Directors elects to make the redemption effective shall be referred to as the “Redemption Date.”




          (b) Immediately upon the action of the Board of Directors of the Company ordering the
redemption of the Rights, evidence of which shall have been filed with the Rights Agent, 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; 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 the action of the Board of Directors
ordering the redemption of the Rights, the Company shall give notice of such redemption to the
Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such
holders 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 which 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. Neither the Company nor any of its Affiliates or
Associates may redeem, acquire or purchase for value any Rights at any time in any manner other
than that specifically set forth in this Section 23 or in Section 24 hereof, and other than in
connection with the purchase of Common Shares prior to the Distribution Date.




     Section 24. Exchange.



          (a) Subject to applicable laws, rules and regulations, and subject to subsection 24(c) below,
the Company may, at its option, by action of the Board of Directors, at any time after the
occurrence of a Triggering Event, exchange all or part of the then outstanding and exercisable
Rights (which shall not include Rights that have become void pursuant to the provisions of Section
7(e) hereof) 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 after the date
hereof (such exchange ratio being hereinafter referred to as the “Exchange Ratio”).
Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such
exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any
employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Shares
for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such
Person, becomes the Beneficial Owner of 50% or more of the Common Shares then outstanding.




          (b) Immediately upon the action of the Board of Directors ordering the exchange of any Rights
pursuant to subsection 24(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



-28-









 






multiplied by the Exchange Ratio. The Company shall give public notice of any such exchange;
provided, however, that the failure to give, or any defect in, such notice shall
not affect the validity of such exchange. The Company 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 which 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 which will be exchanged. Any partial exchange shall be
effected pro rata based on the number of Rights (other than Rights which have become void pursuant
to the provisions of Section 7(e) hereof) held by each holder of Rights.



        (c) 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
Section 24(a), the Company shall either take such action as may be necessary to authorize
additional Common Shares for issuance upon exchange of the Rights or alternatively, at the option
of a majority of the Board of Directors, with respect to each Right (i) pay cash in an amount equal
to the Current Value (as hereinafter defined), in lieu of issuing Common Shares in exchange
therefor, or (ii) issue debt or equity securities or a combination thereof, having a value equal to
the Current Value, in lieu of issuing Common Shares in exchange for each such Right, where the
value of such securities shall be determined by a nationally recognized investment banking firm
selected by majority vote of the Board of Directors, or (iii) deliver any combination of cash,
property, Common Shares and/or other securities having a value equal to the Current Value in
exchange for each Right. For purposes of this Section 24(c) only, the Current Value shall mean the
product of the Current Per Share Market Price of Common Shares on the date of the occurrence of the
event described above in subsection (a), multiplied by the number of Common Shares for which the
Right otherwise would be exchangeable if there were sufficient shares available. To the extent
that the Company determines that some action need be taken pursuant to clauses (i), (ii) or (iii)
of this Section 24(c), the Board of Directors may temporarily suspend the exercisability of the
Rights for a period of up to sixty (60) days following the date on which the event described in
Section 24(a) shall have occurred, in order to seek any authorization of additional Common Shares
and/or to decide the appropriate form of distribution to be made pursuant to the above provision
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.



        (d) The Company shall not be required to issue fractions of Common Shares or to distribute
certificates which evidence fractional Common Shares. In lieu of such fractional Common Shares,
there shall be paid to the registered holders of the Rights 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 (as determined pursuant to the second sentence
of Section 1(i) hereof).



        (e) The Company may, at its option, by majority vote of the Board of Directors, at any time
before any Person has become an Acquiring Person, exchange all or part of the then outstanding
Rights for rights of substantially equivalent value, as determined reasonably and with good faith
by the Board of Directors based upon the advice of one or more nationally recognized investment
banking firms.



        (f) Immediately upon the action of the Board of Directors ordering the exchange of any Rights
pursuant to subsection 24(e) 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 rights in exchange therefor as has been
determined by the Board of Directors in accordance with subsection 24(e) above. The Company shall
give public notice of any such exchange;




-29-









 







provided, however, that the failure to give, or any defect in, such notice
shall not affect the validity of such exchange. The Company 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 transfer agent for the Common Shares of the Company. Any notice which 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 Rights
will be effected.




     Section 25. Notice of Certain Events.



          (a) In case the Company shall propose to effect or permit to occur any Triggering Event or
Section 13 Event, the Company shall give notice thereof to each holder of Rights in accordance with
Section 26 hereof at least twenty (20) days prior to occurrence of such Triggering Event or such
Section 13 Event.




          (b) In case any Triggering Event or Section 13 Event shall occur, then, in any such case, the
Company shall as soon as practicable thereafter give to each holder of a Rights Certificate, in
accordance with Section 26 hereof, a notice of the occurrence of such event, which shall specify
the event and the consequences of the event to holders of Rights under Sections 11(a)(ii) and 13
hereof.




     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 Rights Certificate to or on the Company shall be
sufficiently given or made if sent by first-class mail, postage prepaid, addressed (until another
address is filed in writing with the Rights Agent) as follows:




infoGroup Inc.

5711 South 86th Circle

Omaha, NE 68127

Attention: General Counsel




with a copy to:

Wilson Sonsini Goodrich & Rosati

Professional Corporation

650 Page Mill Road

Palo Alto, California 94304-1050

Attention: Larry W. Sonsini

                 Robert D. Sanchez



     Subject to the provisions of Section 21 hereof, any notice or demand authorized by this
Agreement to be given or made by the Company or by the holder of any Rights Certificate to or on
the Rights Agent shall be sufficiently given or made if sent by first-class mail, postage prepaid,
addressed (until another address is filed in writing with the Company) as follows:




Wells Fargo Bank, N.A.

161 North Concord Exchange

South St. Paul, MN 55075

Attention: Manager — Shareowner Services



-30-









 




Notices or demands authorized by this Agreement to be given or made by the Company or the Rights
Agent to the holder of any Rights 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. Prior to the occurrence of a Distribution
Date, the Company may supplement or amend this Agreement in any respect without the approval of any
holders of Rights and the Rights Agent shall, if the Company so directs, execute such supplement or
amendment. From and after the occurrence of a Distribution Date, the Company and the Rights Agent
may from time to time supplement or amend this Agreement without the approval of any holders of
Rights in order to (i) cure any ambiguity, (ii) correct or supplement any provision contained
herein which may be defective or inconsistent with any other provisions herein, (iii) shorten or
lengthen any time period hereunder or (iv) to change or supplement the provisions hereunder in any
manner that the Company may deem necessary or desirable and that shall not adversely affect the
interests of the holders of Rights (other than an Acquiring Person or an Affiliate or Associate of
an Acquiring Person); provided, this Agreement may not be supplemented or amended to
lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating to when the Rights
may be redeemed at such time as the Rights are not then redeemable or (B) 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 (other than an Acquiring Person or an Affiliate or
Associate of an Acquiring Person). 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. Prior to
the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the
interests of the holders of Common Shares.



     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. Determinations and Actions by the Board of Directors, etc.



          (a) For all purposes of this Agreement, any calculation of the number of Common Shares
outstanding at any particular time, including for purposes of determining the particular percentage
of such outstanding Common Shares of which any Person is the Beneficial Owner, shall be made in
accordance with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under
the Exchange Act. The Board of Directors of the Company shall have the exclusive power and
authority to administer this Agreement and to exercise all rights and powers specifically granted
to the Board, or the Company, or as may be necessary or advisable in the administration of this
Agreement, including, without limitation, the right and power (i) to interpret the provisions of
this Agreement and (ii) to make all determinations deemed necessary or advisable for the
administration of this Agreement (including a determination to redeem or not redeem the Rights or
to amend the Agreement). All such actions, calculations, interpretations and determinations
(including, for purposes of clause (y) below, all omissions with respect to the foregoing) which
are done or made by the Board in good faith, shall (x) be final, conclusive and binding on the
Company, the Rights Agent, the holders of the Rights Certificates and all other parties and (y)
with respect to claims specifically arising from the Agreement, not subject the Board to any
liability to the holders of the Rights.




          (b) It is understood that the TIDE Committee (as defined below) shall review and evaluate this
Agreement in order to consider whether the maintenance of this Agreement continues to be in the
best interests of the Company, its stockholders and other relevant constituencies of the Company at
least



-31-









 






once every three (3) years, or sooner if any Person shall have made a proposal to the Company
or its stockholders, or taken any other action that, if effective, could cause such Person to
become an Acquiring Person hereunder, if a majority of the members of the TIDE Committee shall deem
such review and evaluation appropriate after giving due regard to all relevant circumstances.
Following each such review, the TIDE Committee shall communicate its conclusions to the full Board
of Directors of the Company, including any recommendation in light thereof as to whether this
Agreement should be modified or the Rights should be redeemed. The “TIDE Committee” shall mean a
committee of the Board of Directors of the Company comprised of members of the Board of Directors
of the Company who are not, and have never been, officers, employees or Affiliates of the Company
or any Subsidiary, and who are selected by the Nominating and Corporate Governance Committee of the
Board of Directors of the Company. The TIDE Committee may be the full Nominating and Corporate
Governance Committee of the Board of Directors of the Company if all of the members of such
committee are not, and have never been, officers, employees or Affiliates of the Company or any
Subsidiary.




          (c) The TIDE Committee and the Board of Directors of the Company, when considering whether
this Agreement should be modified or the Rights should be redeemed, shall have the power to set
their own agenda and to retain at the expense of the Company their choice of legal counsel,
investment bankers and other advisors. The TIDE Committee and the Board of Directors of the
Company, when considering whether this Agreement should be modified or the Rights should be
redeemed, shall have the authority to review all information of the Company and to consider any and
all factors they deem relevant to an evaluation of whether this Agreement should be modified or the
Rights should be redeemed.




     Section 30. 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
Rights Certificates (and, prior to the Distribution Date, the Common Shares) any legal or equitable
right, remedy or claim pursuant to 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 Rights
Certificates (and, prior to the Distribution Date, the Common Shares).



     Section 31. Severability. If any term, provision, covenant or restriction of this
Agreement is held by a court of competent jurisdiction or other 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 notwithstanding anything in this Agreement to the contrary,
if any such term, provision, covenant or restriction is held by such court or authority to be
invalid, void or unenforceable and the Board of Directors of the Company determines in its good
faith judgment that severing the invalid language from this Agreement would adversely affect the
purpose or effect of this Agreement, the right of redemption set forth in Section 23 hereof shall
be reinstated and shall not expire until the Close of Business on the tenth day following the date
of such determination by the Board of Directors.



     Section 32. Governing Law. This Agreement and each Right and each Rights 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.



-32-









 





     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.



-33-









 








     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of
the day and year first above written.



	 	 	 	 	 
	“COMPANY”	 	INFOGROUP INC.
	 
	 	 	 	 
	 

	 	By:	 	/s/ Thomas J. McCusker
	 

	 	 	 	 
	 
	 

	 	Name:	 	Thomas J. McCusker
	 

	 	 	 	 
	 
	 

	 	Title:	 	Executive Vice President for Business Conduct and
General Counsel
	 

	 	 	 	 
	 
	 	 	 	 
	“RIGHTS AGENT”	 	WELLS FARGO BANK, N.A.
	 
	 	 	 	 
	 

	 	By:	 	/s/ Christine A. Garrick
	 

	 	 	 	 
	 
	 

	 	Name:	 	Christine A. Garrick
	 

	 	 	 	 
	 
	 

	 	Title:	 	Asst Vice President
	 

	 	 	 	 






 









 








EXHIBIT A




CERTIFICATE OF DESIGNATION OF RIGHTS, PREFERENCES AND PRIVILEGES OF SERIES 
A PARTICIPATING
PREFERRED STOCK OF INFOGROUP INC.




     The undersigned,                      does hereby certify:



     1. That
he/she is duly elected and acting                      of infoGROUP Inc., a Delaware corporation
(the “Corporation”).



     2. That pursuant to the authority conferred upon the Board of Directors by the Certificate of
Incorporation of the said Corporation, the said Board of Directors of the Corporation on May 1,
2009 adopted the following resolutions creating a series of Preferred Stock designated as Series A
Participating Preferred Stock:



     RESOLVED, that pursuant to the authority vested in the Board of Directors of the corporation
by the Certificate of Incorporation, the Board of Directors does hereby provide for the issue of a
series of Preferred Stock of the Corporation and does hereby fix and herein state and express the
designations, powers, preferences and relative and other special rights and the qualifications,
limitations and restrictions of such series of Preferred Stock as follows:



     Section 1. Designation and Amount. The shares of such series shall be designated as
“Series A Participating Preferred Stock.” The Series A Participating Preferred Stock shall have a
par value of $0.0025 per share, and the number of shares constituting such series shall be 250,000.



     Section 2. Proportional Adjustment. In the event that the Corporation shall at any
time after the issuance of any share or shares of Series A Participating Preferred Stock (i)
declare any dividend on Common Stock of the Corporation, par value $0.0025 per share (the “Common
Stock”), payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock or (iii)
combine the outstanding Common Stock into a smaller number of shares, then in each such case the
Corporation shall simultaneously effect a proportional adjustment to the number of outstanding
shares of Series A Participating Preferred Stock.



     Section 3. Dividends and Distributions.



          (a) Subject to the prior and superior right of the holders of any shares of any series of
Preferred Stock ranking prior and superior to the shares of Series A Participating Preferred Stock
with respect to dividends, the holders of shares of Series A Participating Preferred 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 A Participating Preferred Stock, in an amount
per share (rounded to the nearest cent) equal to 1,000 times the aggregate per share amount of all
cash dividends, and 1,000 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 A Participating Preferred Stock.




          (b) The Corporation shall declare a dividend or distribution on the Series A Participating
Preferred Stock as provided in paragraph (a) above immediately after it declares a dividend or
distribution on the Common Stock (other than a dividend payable in shares of Common Stock).




          (c) Dividends shall begin to accrue on outstanding shares of Series A Participating Preferred
Stock from the Quarterly Dividend Payment Date next preceding the date of issue of such shares of
Series A Participating Preferred Stock, 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 A Participating 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 from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear
interest. Dividends paid on the shares of Series A Participating 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 A
Participating Preferred Stock entitled to receive payment of a dividend or distribution declared
thereon, which record date shall be no more than 30 days prior to the date fixed for the payment
thereof.




     Section 4. Voting Rights. The holders of shares of Series A Participating Preferred
Stock shall have the following voting rights:



          (a) Each share of Series A Participating Preferred Stock shall entitle the holder thereof to
1,000 votes on all matters submitted to a vote of the stockholders of the Corporation.




          (b) Except as otherwise provided herein, by law, the Certificate of Incorporation of the
Corporation and the Amended and Restated Bylaws of the Corporation, the holders of shares of Series
A Participating Preferred Stock 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 Corporation.




          (c) Except as required by law, the holders of Series A Participating Preferred Stock shall
have no special voting rights and their consent shall not be required (except to the extent that
they are entitled to vote with holders of Common Stock as set forth herein) for taking any
corporate action.




     Section 5. Certain Restrictions.



          (a) The Corporation shall not declare any dividend on, make any distribution on, or redeem or
purchase or otherwise acquire for consideration any shares of Common Stock after the first issuance
of a share or fraction of a share of Series A Participating Preferred Stock unless concurrently
therewith it shall declare a dividend on the Series A Participating Preferred Stock as required by
Section 3 hereof.




          (b) Whenever quarterly dividends or other dividends or distributions payable on the Series A
Participating Preferred Stock as provided in Section 3 are in arrears, thereafter and until all
accrued




-2-









 







and unpaid dividends and distributions, whether or not declared, on shares of Series A
Participating 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 A Participating Preferred Stock;



               (ii) declare or pay dividends on, 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 A Participating Preferred Stock, except dividends paid ratably on the Series A
Participating 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;



               (iii) redeem or purchase or otherwise acquire for consideration shares of any stock ranking on
a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A
Participating Preferred Stock, provided that the Corporation may at any time redeem, purchase or
otherwise acquire shares of any such parity stock in exchange for shares of any stock of the
Corporation ranking junior (either as to dividends or upon dissolution, liquidation or winding up)
to the Series A Participating Preferred Stock;



               (iv) purchase or otherwise acquire for consideration any shares of Series A Participating
Preferred Stock, or any shares of stock ranking on a parity with the Series A Participating
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 in good faith will result in
fair and equitable treatment among the respective series or classes.



          (c) 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 5, purchase or otherwise acquire such shares at such
time and in such manner.




     Section 6. Reacquired Shares. Any shares of Series A Participating Preferred Stock
purchased or otherwise acquired by the Corporation in any manner whatsoever shall be retired and
canceled promptly after the acquisition thereof. All such shares shall upon their cancellation
become authorized but unissued shares of Preferred Stock and may be reissued as part of a new
series of Preferred Stock to be created by resolution or resolutions of the Board of Directors,
subject to the conditions and restrictions on issuance set forth herein and in the Certificate of
Incorporation, as then amended.



     Section 7. Liquidation, Dissolution or Winding Up. Upon any liquidation, dissolution
or winding up of the Corporation, the holders of shares of Series A Participating Preferred Stock
shall be entitled to receive an aggregate amount per share equal to 1,000 times the aggregate
amount to be distributed per share to holders of shares of Common Stock plus an amount equal to any
accrued and unpaid dividends on such shares of Series A Participating Preferred Stock.



     Section 8. Consolidation, Merger, etc. In case the Corporation shall enter into any
consolidation, merger, combination or other transaction in which the shares of Common Stock are
exchanged



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for or changed into other stock or securities, cash and/or any other property, then in any
such case the shares of Series A Participating Preferred Stock shall at the same time be similarly
exchanged or changed in an amount per share equal to 1,000 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.



     Section 9. No Redemption. The shares of Series A Participating Preferred Stock shall
not be redeemable.



     Section 10. Ranking. The Series A Participating Preferred Stock shall rank junior to
all other series of the Corporation’s Preferred Stock as to the payment of dividends and the
distribution of assets, unless the terms of any such series shall provide otherwise.



     Section 11. Amendment. The Certificate of Incorporation of the Corporation shall not
be further amended in any manner which would materially alter or change the powers, preference or
special rights of the Series A Participating Preferred Stock so as to affect them adversely without
the affirmative vote of the holders of a majority of the outstanding shares of Series A
Participating Preferred Stock, voting separately as a series.



     Section 12. Fractional Shares. Series A Participating Preferred Stock may be issued
in fractions of a share which 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 A Participating Preferred Stock.



     RESOLVED FURTHER, that the President, Chief Executive Officer or any Vice President and the
Secretary or any Assistant Secretary of this corporation be, and they hereby are, authorized and
directed to prepare and file a Certificate of Designation of Rights, Preferences and Privileges in
accordance with the foregoing resolution and the provisions of Delaware law and to take such
actions as they may deem necessary or appropriate to carry out the intent of the foregoing
resolution.”



     I further declare under penalty of perjury that the matters set forth in the foregoing
Certificate of Designation are true and correct of my own knowledge.



     Executed at    
                 ,   
               
    on
                   , 2009.



	 	 	 	 	 
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 
	 

	 	Title:	 	 
	 

	 	 	 	 



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EXHIBIT B




FORM OF RIGHTS CERTIFICATE




			
	 	 	 
	Certificate No. R-
	 	                     Rights







NOT EXERCISABLE AFTER THE EARLIER OF (i) MAY 20, 2019, (ii) THE DATE TERMINATED BY
THE COMPANY OR (iii) THE DATE THE COMPANY EXCHANGES THE RIGHTS PURSUANT TO THE
RIGHTS AGREEMENT. THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF THE
COMPANY, AT $0.001 PER RIGHT ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT. UNDER
CERTAIN CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON OR AN
AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE
RIGHTS AGREEMENT) AND ANY SUBSEQUENT HOLDER OF SUCH RIGHTS MAY BECOME NULL AND VOID.



RIGHTS CERTIFICATE




INFOGROUP INC.




     This certifies that                                                       
      , or registered assigns, is the registered
owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to
the terms, provisions and conditions of the Rights Agreement dated as of May 4, 2009, (the “Rights
Agreement”), between infoGROUP Inc., a Delaware corporation (the “Company”), and Wells Fargo Bank,
N.A. (the “Rights Agent”), to purchase from the Company at any time after the Distribution Date (as
such term is defined in the Rights Agreement) and prior to 5:00 P.M., New York time, on May 20,
2019 at the office of the Rights Agent designated for such purpose, or at the office of its
successor as Rights Agent, one one-thousandth (0.001) of a fully paid and non-assessable share of
Series A Participating Preferred Stock, par value $0.0025 per share (the “Preferred Shares”), of
the Company, at an Exercise Price of $18 per one-thousandth (0.001) of a Preferred Share (the
“Exercise Price”), upon presentation and surrender of this Rights Certificate with the Form of
Election to Purchase and related Certificate duly executed. The number of Rights evidenced by this
Rights Certificate (and the number of one-thousandths (0.001) of a Preferred Share which may be
purchased upon exercise hereof) set forth above are the number and Exercise Price as of May 20,
2009 based on the Preferred Shares as constituted at such date. As provided in the Rights
Agreement, the Exercise Price and the number and kind of Preferred Shares or other securities which
may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject
to modification and adjustment upon the happening of certain events.



     This Rights Certificate is subject to all of the terms, provisions and conditions of the
Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by
reference and made a part hereof and to which Rights Agreement reference is hereby made for a full
description of the rights, limitations of rights, obligations, duties and immunities hereunder of
the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of
rights include the temporary suspension of the exercisability of such Rights under the specific
circumstances set forth in the Rights Agreement. Copies of



 









 







the Rights Agreement are on file at the principal executive offices of the Company and the
above-mentioned office of the Rights Agent.



     Subject to the provisions of the Rights Agreement, the Rights evidenced by this Rights
Certificate (i) may be redeemed by the Company, at its option, at a redemption price of $0.001 per
Right or (ii) may be exchanged by the Company in whole or in part for Common Shares, substantially
equivalent rights or other consideration as determined by the Company.



     This Rights Certificate, with or without other Rights Certificates, upon surrender at the
office of the Rights Agent designated for such purpose, may be exchanged for another Rights
Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to
purchase a like aggregate amount of securities as the Rights evidenced by the Rights Certificate or
Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights
Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender
hereof another Rights Certificate or Rights Certificates for the number of whole Rights not
exercised.



     No fractional portion of less than one one-thousandth (0.001) of a Preferred Share will be
issued upon the exercise of any Right or Rights evidenced hereby but in lieu thereof a cash payment
will be made, as provided in the Rights Agreement.



     No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends
or be deemed for any purpose the holder of the Preferred Shares or of any other securities of the
Company which may at any time be issuable on the exercise hereof, nor shall anything contained in
the Rights Agreement or herein be construed to confer upon the holder hereof, 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 the Rights Agreement), or to receive dividends or subscription rights, or otherwise,
until the Right or Rights evidenced by this Rights Certificate shall have been exercised as
provided in the Rights Agreement.



     This Rights Certificate shall not be valid or obligatory for any purpose until it shall have
been countersigned by the Rights Agent.




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     WITNESS the facsimile signature of the proper officers of the Company and its corporate seal.



Dated as of                      ___, 2009.




	 	 	 	 	 	 	 
	ATTEST:

	 	 	 	INFOGROUP INC.
	 
	 	 	 	 	 	 
	 

	 	 	 	By:	 	 
	 

	 	 	 	 	 	 
	Secretary
	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 
	 

	 	 	 	 	 	 





Countersigned:




WELLS FARGO BANK, N.A.

as Rights Agent




	 	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

	 	 
	Name:
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Title:
	 	 	 	 
	 

	 	 	 	 





 









 






Form of Reverse Side of Rights Certificate




FORM OF ASSIGNMENT




(To be executed by the registered holder if such

holder desires to transfer the Rights Certificate)




     FOR VALUE RECEIVED            
                     
         hereby sells, assigns and transfers unto         
                                
                                



(Please print name and address of transferee)



      



this Rights Certificate, together with all right, title and interest therein, and does hereby
irrevocably constitute and appoint
                                                             Attorney, to transfer the within
Rights Certificate on the books of the within-named Company, with full power of substitution.




Dated:                     ,        




	 	 	 	 	 
	 	
Signature

 
	 	 	 



Signature Medallion Guaranteed:





     Signatures must be guaranteed by an “Eligible Guarantor Institution” (with membership in an
approved signature guarantee medallion program) pursuant to Rule 17Ad-15 of the Securities Exchange
Act of 1934, as amended.



 









 





CERTIFICATE




     The undersigned hereby certifies by checking the appropriate boxes that:



     (1) this Rights Certificate [ ] is [ ] is not being sold, assigned and transferred by or on
behalf of a Person who is or was an Acquiring Person, or an Affiliate or Associate of any such
Person (as such terms are defined in the Rights Agreement);



     (2) after due inquiry and to the best knowledge of the undersigned, it [ ] did [ ] did not
acquire the Rights evidenced by this Rights Certificate from any Person who is, was or subsequently
became an Acquiring Person or an Affiliate or Associate of any such Person.



Dated:                     ,        




	 	 	 	 	 
	 	
Signature

 
	 	 	 


Signature Medallion Guaranteed:





     Signatures must be guaranteed by an “Eligible Guarantor Institution” (with membership in an
approved signature guarantee medallion program) pursuant to Rule 17Ad-15 of the Securities Exchange
Act of 1934, as amended.



 









 





Form of Reverse Side of Rights Certificate — continued




FORM OF ELECTION TO PURCHASE




(To be executed if holder desires to

exercise the Rights Certificate)




To:                                                             




     The
undersigned hereby irrevocably elects to exercise                                          Rights
represented by this Rights Certificate to purchase the number of one-thousandths (0.001) of a
Preferred Share issuable upon the exercise of such Rights and requests that certificates for such
number of one-thousandths (0.001) of a Preferred Share issued in the name of:



Please insert social security

or other identifying number




 




(Please print name and address)




 




If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new
Rights Certificate for the balance remaining of such Rights shall be registered in the name of and
delivered to:




Please insert social security

or other identifying number




 




(Please print name and address)




 





Dated:                     ,        




	 	 	 	 	 
	 	
Signature

 
	 	 	 



Signature Medallion Guaranteed:





     Signatures must be guaranteed by an “Eligible Guarantor Institution” (with membership in an
approved signature guarantee medallion program) pursuant to Rule 17Ad-15 of the Securities Exchange
Act of 1934, as amended.



 









 





CERTIFICATE




     The undersigned hereby certifies by checking the appropriate boxes that:



     (1) the Rights evidenced by this Rights Certificate [ ] are [ ] are not being exercised by or
on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate of any such
Person (as such terms are defined in the Rights Agreement);



     (2) after due inquiry and to the best knowledge of the undersigned, it [ ] did [ ] did not
acquire the Rights evidenced by this Rights Certificate from any Person who is, was or subsequently
became an Acquiring Person or an Affiliate or Associate of any such Person.



Dated:                     ,        




	 	 	 	 	 
	 	
Signature

 
	 	 	 


Signature Medallion Guaranteed:





     Signatures must be guaranteed an “Eligible Guarantor Institution” (with membership in an
approved signature guarantee medallion program) pursuant to Rule 17Ad-15 of the Securities Exchange
Act of 1934, as amended.



 









 





Form of Reverse Side of Rights Certificate — continued




NOTICE




     The signature in the foregoing Forms of Assignment and Election must conform to the name as
written upon the face of this Rights Certificate in every particular, without alteration or
enlargement or any change whatsoever.



 









 





EXHIBIT C




STOCKHOLDER RIGHTS PLAN

INFOGROUP INC.




Summary of Rights




	 	 	 
	Distribution and Transfer of
Rights; Rights Certificate:

	 	The Board of Directors has declared a
dividend of one Right for each share of
Common Stock of infoGROUP Inc., a Delaware
corporation (the “Company”), outstanding.
Prior to the Distribution Date referred to
below, the Rights will be evidenced by and
trade with the certificates for the Common
Stock. After the Distribution Date, the
Company will mail Rights certificates to
the Company’s stockholders and the Rights
will become transferable apart from the
Common Stock.
	 
	 	 
	Distribution Date:

	 	Rights will separate from the Common Stock
and become exercisable following (a) the
tenth business day (or such later date as
may be determined by the Board of Directors
of the Company) after a person or group
acquires beneficial ownership of 15% or
more of the Company’s Common Stock or (b)
the tenth business day (or such later date
as may be determined by the Board of
Directors of the Company) after a person or
group announces a tender or exchange offer,
the consummation of which would result in
ownership by a person or group of 15% or
more of the Company’s Common Stock.
	 
	 	 
	Preferred Stock Purchasable
Upon Exercise of Rights:

	 	After the Distribution Date, each Right
will entitle the holder to purchase for $18
(the “Exercise Price”), a fraction of a
share of the Company’s Preferred Stock with
economic terms similar to that of one share
of the Company’s Common Stock.
	 
	 	 
	Flip-In:

	 	If an acquirer (an “Acquiring Person”)
obtains 15% or more of the Company’s Common
Stock, then each Right (other than Rights
owned by an Acquiring Person or its
affiliates) will entitle the holder thereof
to purchase, for the Exercise Price, a
number of shares of the Company’s Common
Stock having a then-current market value of
twice the Exercise Price.
	 
	 	 
	Flip-Over:

	 	If, after an Acquiring Person obtains 15%
or more of the Company’s Common Stock, (a)
the Company merges into another entity, (b)
an acquiring entity merges into the Company
or (c) the Company sells more than 50% of
the Company’s assets or earning power, then
each Right (other than Rights owned by an
Acquiring Person or its affiliates) will
entitle the holder thereof to purchase, for
the Exercise Price, a number of shares of
Common Stock of the person engaging in the
transaction having a then current market
value of twice the Exercise Price.






 









 






	 	 	 
	Exchange Provision:

	 	At any time after the date on which an
Acquiring Person obtains 15% or more of
the Company’s Common Stock and prior to the
acquisition by the Acquiring Person of 50%
of the outstanding Common Stock, the Board
of Directors of the Company may exchange
the Rights (other than Rights owned by the
Acquiring Person or its affiliates), in
whole or in part, for shares of Common
Stock of the Company at an exchange ratio
of one share of Common Stock per Right
(subject to adjustment).
	 
	 	 
	Redemption of the Rights:

	 	Rights will be redeemable at the Company’s
option for $0.001 per Right at any time on
or prior to the fifth day (or such later
date as may be determined by the Board of
Directors of the Company) after public
announcement that a Person has acquired
beneficial ownership of 15% or more of the
Company’s Common Stock (the “Shares
Acquisition Date”).
	 
	 	 
	TIDE Provision:

	 	A committee of independent directors is
required to evaluate the Stockholder Rights
Plan every three (3) years to consider
whether it remains to be in the best
interests of the Company and its
stockholders.
	 
	 	 
	Expiration of the Rights:

	 	The Rights expire on the earliest of (a)
May 20, 2019 or (b) exchange or redemption
of the Rights as described above.
	 
	 	 
	Amendment of Terms of Rights:

	 	The terms of the Rights and the Rights
Agreement may be amended in any respect
without the consent of the Rights holders
on or prior to the Distribution Date;
thereafter, the terms of the Rights and the
Rights Agreement may be amended without the
consent of the Rights holders in order to
cure any ambiguities or to make changes
which do not adversely affect the interests
of Rights holders (other than the Acquiring
Person).
	 
	 	 
	Voting Rights:

	 	Rights will not have any voting rights.
	 
	 	 
	Anti-Dilution Provisions:

	 	Rights will have the benefit of certain
customary anti-dilution provisions.
	 
	 	 
	Taxes:

	 	The Rights distribution should not be
taxable for federal income tax purposes.
However, following an event which renders
the Rights exercisable or upon redemption
of the Rights, stockholders may recognize
taxable income.





The foregoing is a summary of certain principal terms of the Stockholder Rights Plan only and is
qualified in its entirety by reference to the Preferred Stock Rights Agreement dated as of May 4,
2009 between the Company and Wells Fargo Bank, N.A., as Rights Agent (the “Rights Agreement”). The
Rights Agreement may be amended from time to time. A copy of the Rights Agreement was filed with
the Securities and Exchange Commission as an Exhibit to a Registration Statement on Form 8-A dated
                     ___, 2009. A copy of the Rights Agreement is available free of charge from the Company.





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