Exhibit 4.2


 


CLASSMATES
MEDIA CORPORATION



and



AMERICAN STOCK TRANSFER & TRUST COMPANY,



Rights Agent



Rights Agreement



Dated as of                                      ,
2007


 

















 


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

  	
  9

  
	
   

  	
   

  	
   

  
	
  Section
  5.

  	
  Countersignature and
  Registration

  	
  10

  
	
   

  	
   

  	
   

  
	
  Section
  6.

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

  	
  10

  
	
   

  	
   

  	
   

  
	
  Section
  7.

  	
  Exercise of Rights; Purchase
  Price; Expiration Date of Rights

  	
  11

  
	
   

  	
   

  	
   

  
	
  Section
  8.

  	
  Cancellation and Destruction of
  Rights Certificates

  	
  13

  
	
   

  	
   

  	
   

  
	
  Section
  9.

  	
  Reservation and Availability of
  Capital Stock

  	
  13

  
	
   

  	
   

  	
   

  
	
  Section
  10.

  	
  Preferred Stock Record Date

  	
  15

  
	
   

  	
   

  	
   

  
	
  Section
  11.

  	
  Adjustment of Purchase Price,
  Number and Kind of Shares or Number of Rights

  	
  15

  
	
   

  	
   

  	
   

  
	
  Section
  12.

  	
  Certificate of Adjusted
  Purchase Price or Number of Shares

  	
  23

  
	
   

  	
   

  	
   

  
	
  Section
  13.

  	
  Consolidation, Merger or Sale
  or Transfer of Assets, Cash Flow or Earning Power

  	
  23

  
	
   

  	
   

  	
   

  
	
  Section
  14.

  	
  Fractional Rights and
  Fractional Shares

  	
  25

  
	
   

  	
   

  	
   

  
	
  Section
  15.

  	
  Rights of Action

  	
  26

  
	
   

  	
   

  	
   

  
	
  Section
  16.

  	
  Agreement of Rights Holders

  	
  26

  
	
   

  	
   

  	
   

  
	
  Section
  17.

  	
  Rights Certificate Holder Not
  Deemed a Stockholder

  	
  27

  
	
   

  	
   

  	
   

  
	
  Section
  18.

  	
  Concerning the Rights Agent

  	
  27

  
	
   

  	
   

  	
   

  
	
  Section
  19.

  	
  Merger or Consolidation or
  Change of Name of Rights Agent

  	
  28

  
	
   

  	
   

  	
   

  
	
  Section
  20.

  	
  Duties of Rights Agent

  	
  28

  
	
   

  	
   

  	
   

  
	
  Section
  21.

  	
  Change of Rights Agent

  	
  30

  



 


i

















 


	
   

  	
   

  	
   

  
	
  Section
  22.

  	
  Issuance of New Rights
  Certificates

  	
  31

  
	
   

  	
   

  	
   

  
	
  Section
  23.

  	
  Redemption and Termination

  	
  31

  
	
   

  	
   

  	
   

  
	
  Section
  24.

  	
  Exchange

  	
  32

  
	
   

  	
   

  	
   

  
	
  Section
  25.

  	
  Notice of Certain Events

  	
  33

  
	
   

  	
   

  	
   

  
	
  Section
  26.

  	
  Notices

  	
  34

  
	
   

  	
   

  	
   

  
	
  Section
  27.

  	
  Supplements and Amendments

  	
  35

  
	
   

  	
   

  	
   

  
	
  Section
  28.

  	
  Successors

  	
  35

  
	
   

  	
   

  	
   

  
	
  Section
  29.

  	
  Determinations and Actions by
  the Board of Directors, etc.

  	
  35

  
	
   

  	
   

  	
   

  
	
  Section
  30.

  	
  Benefits of this Agreement

  	
  35

  
	
   

  	
   

  	
   

  
	
  Section
  31.

  	
  Severability

  	
  36

  
	
   

  	
   

  	
   

  
	
  Section
  32.

  	
  Governing Law

  	
  36

  
	
   

  	
   

  	
   

  
	
  Section
  33.

  	
  Counterparts

  	
  36

  
	
   

  	
   

  	
   

  
	
  Section
  34.

  	
  Descriptive Headings

  	
  36

  
	
   

  	
   

  	
   

  
	
  EXHIBITS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Exhibit
  A:

  	
  Form of Certificate of
  Designation, Preferences and Rights

  	
   

  
	
  Exhibit
  B-1:

  	
  Form of Class A Right
  Certificate

  	
   

  
	
  Exhibit
  B-2:

  	
  Form of Class B Right
  Certificate

  	
   

  
	
  Exhibit
  C:

  	
  Form of Summary of Rights

  	
   

  
				



 


ii

















 


RIGHTS AGREEMENT


 


RIGHTS
AGREEMENT, dated as of                                      ,
2007 (the “Agreement”),
between Classmates Media Corporation, a Delaware corporation (the “Company”),
and American Stock Transfer & Trust Company, a New York corporation (the “Rights Agent”).


 


W  I  T  N
E  S  S  E  T  H:


 


WHEREAS, on
                                     ,
2007 (the “Rights
Dividend Declaration Date”), the Board of Directors of the Company
(the “Board of Directors”) authorized and
declared a dividend distribution of (i) one preferred stock purchase right (a “Class A Right”) for each share of Class A common stock, par
value $0.0001 per share, of the Company (the “Class A
Common Stock”)
and (ii) one preferred stock purchase right (a “Class B
Right”) for each share of Class B common stock, par value $0.0001
per share, of the Company (the “Class B  Common Stock”),
outstanding at the close of business on
                                   ,
2007 (the “Record
Date”) (the Class A Rights and Class B Rights together, the “Rights”), and has authorized the issuance of one Class A
Right with respect to each share of Class A Common Stock and one Class B Right
with respect to each share of Class B Common Stock (as such number may
hereinafter be adjusted pursuant to the provisions of Section 11(p) hereof)
issued between the Record Date (whether originally issued or delivered from the
Company’s treasury) and the Distribution Date (as hereinafter defined), each
Right initially representing the right to purchase one one-thousandth of a
share of Series A Junior Participating Preferred Stock of the Company (the “Preferred Stock”)
having the rights, powers and preferences set forth in the form of Certificate
of Designation, Preferences and Rights attached hereto as Exhibit A, upon the
terms and subject to the conditions hereinafter set forth;


 


NOW,
THEREFORE, in consideration of the premises 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,
applicable both to the singular and the plural forms of the terms described:


 


(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 shares of
Class A Common Stock then outstanding, 15% or more of the shares of Class B
Common Stock then outstanding or any combination of shares of Class A Common
Stock and shares of Class B Common Stock representing 15% or more of the shares
of Common Stock then outstanding, but shall not include (i) the Company, (ii)
any Subsidiary of the Company, (iii) 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, (iv) United Online or any Affiliate of United Online, (iv) any
Person who becomes the Beneficial Owner of 15% or more of the shares of Class A
Common Stock then outstanding, 15% or more of the shares of Class B Common
Stock then outstanding or any combination of 


 


1

















 


shares of Class A Common Stock and shares of Class
B Common Stock representing 15% or more of the shares of Common Stock then
outstanding as a result of a reduction in the number of shares of Common Stock
outstanding due to the repurchase of shares of Common Stock by the Company (or
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)
unless and until such Person, after becoming aware that such Person has become
the Beneficial Owner of 15% or more of the then outstanding shares of Class A
Common Stock, 15% or more of the shares of Class B Common Stock then outstanding
or any combination of shares of Class A Common Stock and shares of Class B
Common Stock representing 15% or more of the shares of Common Stock then
outstanding, acquires beneficial ownership of additional shares of Common Stock
or (v) any such Person who has reported or is required to report such ownership
(but less than 20%) on Schedule 13G under the Exchange Act (or any comparable
or successor report) or on Schedule 13D under the Exchange Act (or any
comparable or successor report) which Schedule 13D does not state any intention
to or reserve the right to control or influence the management or policies of
the Company or engage in any of the actions specified in Item 4 of such
schedule (other than the disposition of the Common Stock) and, within 10
Business Days of being requested by the Company to advise it regarding the
same, certifies to the Company that such Person acquired shares of Common Stock
in excess of 14.9% inadvertently or without knowledge of the terms of the
Rights and who or which, together with all Affiliates and Associates,
thereafter as promptly as practicable divests shares of Common Stock
beneficially owned by such Person until such Person is no longer the Beneficial
Owner of 15% or more of the then outstanding shares of Class A Common Stock,
15% or more of the shares of Class B Common Stock then outstanding or any
combination of shares of Class A Common Stock and shares of Class B Common
Stock representing 15% or more of the shares of Common Stock then outstanding; provided,
however, that if the Person requested to so certify fails to do so
within 10 Business Days (unless extended by the Board of Directors), then such
Person shall become an Acquiring Person immediately after such 10-Business-Day
period, as it may be extended.


 


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


 


(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.


 


(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, directly or indirectly, has the right to acquire
(whether such right is exercisable immediately or only after the passage of
time) pursuant to any agreement, arrangement or understanding (whether or not
in writing) or upon the exercise of conversion rights, exchange rights, other
rights, warrants or options, or otherwise; provided, however,
that a Person shall not be deemed the “Beneficial
Owner” of, or to “beneficially own,” (A) securities tendered
pursuant to a tender or exchange offer made by such Person or any of such
Person’s Affiliates or Associates until such tendered securities are accepted
for purchase or exchange, 


 


2

















 


(B) securities issuable upon exercise of Rights at
any time prior to the occurrence of a Triggering Event (as hereinafter
defined), or (C) securities issuable upon exercise of Rights from and after the
occurrence of a Triggering Event which Rights were acquired by such Person or
any of such Person’s Affiliates or Associates prior to the Distribution Date
(as hereinafter defined) or pursuant to Section 3(a) or Section 22 hereof (the “Original Rights”) or pursuant to Section
11(i) hereof in connection with an adjustment made with respect to any Original
Rights;


 


(ii)   which such Person or any of such Person’s
Affiliates or Associates, directly or indirectly, has the right to vote or dispose
of or has “beneficial ownership” of (as determined pursuant to Rule 13d-3 of
the General Rules and Regulations under the Exchange Act), including pursuant
to any agreement, arrangement or understanding, whether or not in writing; provided,
however, that a Person shall not be deemed the “Beneficial Owner” of, or to “beneficially
own,” any security under this subparagraph (ii) as a result of an agreement,
arrangement or understanding to vote such security if such agreement,
arrangement or understanding:  (A) arises
solely from a revocable proxy given in response to a public proxy or consent
solicitation made pursuant to, and in accordance with, the applicable
provisions of the General Rules and Regulations under the Exchange Act, and (B)
is not reportable by such Person on Schedule 13D under the Exchange Act (or any
comparable or successor report); or


 


(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 or not in writing), for the
purpose of acquiring, holding, voting (except pursuant to a revocable proxy as
described in the proviso to subparagraph (ii) of this paragraph (d)) or
disposing of any voting securities of the Company; provided, however,
that nothing in this paragraph (d) shall cause a Person engaged in
business as an underwriter of securities to be the “Beneficial Owner” of, or to “beneficially own,” any securities
acquired through such Person’s participation in good faith in a firm commitment
underwriting until the expiration of forty days after the date of such
acquisition, and then only if such securities continue to be owned by such
Person at such expiration of forty days; provided further
that any stockholder of the Company, with affiliate(s), associate(s) or other
person(s) who may be deemed representatives of such stockholder serving as
director(s) of the Company, shall not be deemed to beneficially own securities
held by other Persons as a result of (i) persons affiliated or otherwise
associated with such stockholder serving as directors or taking any action in
connection therewith, (ii) discussing the status of its shares with the Company
or other stockholders of the Company similarly situated or (iii) voting or
acting in a manner similar to other stockholders similarly situated, absent a
specific finding by the Board of Directors of an express agreement among such
stockholders to act in concert with one another as stockholders so as to cause,
in the good faith judgment of the Board of Directors, 


 


3

















 


each such stockholder to be the Beneficial Owner of
the shares held by the other stockholder(s).


 


(e)           “Board of
Directors” shall have the meaning set forth in the preamble of this
Agreement.


 


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


 


(g)           “Class A Common
Stock” shall mean the Class A common stock, par value $0.0001 per
share, of the Company.


 


(h)           “Class A Right”
shall have the meaning set forth in the preamble of this Agreement.


 


(i)            “Class A Rights
Certificates” shall have the meaning set forth in Section 3(a)
hereof.


 


(j)            “Class B Common
Stock” shall mean the Class B common stock, par value $0.0001 per
share, of the Company.


 


(k)           “Class B Right”
shall have the meaning set forth in the preamble of this Agreement.


 


(l)            “Class B Rights
Certificates” shall have the meaning set forth in Section 3(a)
hereof.


 


(m)          “Close of
business” on any given date shall mean 5:00 p.m., New York City
time, on such date; provided, however, that if such date is not a
Business Day, it shall mean 5:00 p.m., New York City time, on the next
succeeding Business Day.


 


(n)           “Common Stock”
shall mean the Class A Common Stock and the Class B Common Stock, except that “Common Stock” when used with reference to
any Person other than the Company shall mean the capital stock of such Person
with the greatest voting power, or the equity securities or other equity
interest having power to control or direct the management, of such Person.


 


(o)           “Common Stock
Equivalents” shall have the meaning set forth in Section 11(a)(iii)
hereof.


 


(p)           “Current Market
Price” shall have the meaning set forth in Section 11(d)(i) hereof.


 


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


 


4

















 


(r)            “Distribution
Date” shall have the meaning set forth in Section 3(a) hereof.


 


(s)           “Equivalent
Preferred Stock” shall have the meaning set forth in Section 11(b)
hereof.


 


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


 


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


 


(v)           “Expiration Date”
shall have the meaning set forth in Section 7(a) hereof.


 


(w)          “Final Expiration
Date” shall have the meaning set forth in Section 7(a) hereof.


 


(x)            “Person”
shall mean any individual, firm, corporation, partnership or other entity.


 


(y)           “Preferred Stock”
shall mean shares of Series A Junior Participating Preferred Stock, par value
$0.00001 per share, of the Company, and, to the extent that there are not a sufficient
number of shares of Series A Junior Participating Preferred Stock authorized to
permit the full exercise of the Rights, any other series of preferred stock of
the Company designated for such purpose containing terms substantially similar
to the terms of the Series A Junior Participating Preferred Stock.


 


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


 


(aa)         “Purchase Price”
shall have the meaning set forth in Section 4(a)(ii) hereof.


 


(bb)         “Record Date”
shall have the meaning set forth in the preamble of this Agreement.


 


(cc)         “Rights”
shall have the meaning set forth in the preamble of this Agreement.


 


(dd)         “Rights Agent”
shall have the meaning set forth in the preamble of this Agreement.


 


(ee)         “Rights
Certificate” shall have the meaning set forth in Section 3(a)
hereof.


 


(ff)           “Rights Dividend
Declaration Date” shall have the meaning set forth in the preamble
of this Agreement.


 


5

















 


(gg)         “Section
11(a)(ii) Event” shall mean any event described in
Section 11(a)(ii) hereof.


 


(hh)         “Section 13 Event”
shall mean any event described in clauses (x), (y) or (z) of Section 13(a)
hereof.


 


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


 


(jj)           “Stock Acquisition
Date” shall mean the first date of public announcement (which, for
purposes of this definition, shall include, without limitation, a report filed
or amended pursuant to Section 13(d) under the Exchange Act) by the Company or
an Acquiring Person that an Acquiring Person has become such.


 


(kk)         “Subsidiary”
shall mean, with reference to any Person, any corporation of which an amount of
voting securities sufficient to elect at least a majority of the directors of
such corporation is beneficially owned, directly or indirectly, by such Person,
or 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 have the meaning set forth in Section 3(b)
hereof.


 


(nn)         “Trading Day”
shall have the meaning set forth in Section 11(d)(i) hereof.


 


(oo)         “Triggering Event”
shall mean any Section 11(a)(ii) Event or any Section 13 Event.


 


(pp)         “United Online”
means United Online, Inc., a Delaware corporation, and all successors to United
Online, Inc. by way of merger, consolidation or sale of substantially all of
its assets.


 


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 Stock) 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.


 


Section 3.               Issuance of Rights Certificates.


 


(a)           Until the earlier of (i) the close of business on
the tenth Business Day after the Stock Acquisition Date (or, if the tenth
Business Day after the Stock Acquisition Date occurs before the Record Date,
the close of business on the Record Date), or (ii) the close of business on the
tenth Business Day (or such later date as the Board of Directors shall 


 


6

















 


determine) 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 upon consummation thereof, such Person would become an
Acquiring Person (the earlier of (i) and (ii) being herein referred to as the “Distribution Date”), (x) the Class A Rights
and the Class B Rights, respectively, will be evidenced (subject to the
provisions of paragraph (b) of this Section 3) by the certificates for the
Class A Common Stock and the Class B Common Stock, respectively, registered in
the names of the holders of such Common Stock (which certificates for such
Common Stock shall be deemed also to be certificates for such Rights) and not
by separate certificates, and (y) the Rights will be transferable only in
connection with the transfer of the underlying shares of Common Stock
(including a transfer to the Company). 
As soon as practicable after the Distribution Date, the Rights Agent
will send by first-class, insured, postage-prepaid mail, to each record holder
of the Common Stock as of the close of business on the Distribution Date, at
the address of such holder shown on the records of the Company, one or more
Class A Right Certificates, in substantially the form of Exhibit B-1 hereto
(the “Class A Rights Certificates”),
evidencing one Class A Right for each share of Class A Common Stock so held,
and one or more Class B Right Certificates, in substantially the form of
Exhibit B-2 hereto (the “Class B Rights
Certificates” and, together with the Class A Rights Certificates,
the “Rights Certificates”),
evidencing one Class B Right for each share of Class B Common Stock so held, in
each case subject to adjustment as provided herein.  In the event that an adjustment in the number
of Rights per share of Common Stock has been made pursuant to Section 11(p)
hereof, 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.  As of and after the Distribution
Date, the Rights will be evidenced solely by such Rights Certificates.


 


(b)           The Company will make available, as promptly as
practicable following the Record Date, a copy of a Summary of Rights, in
substantially the form attached hereto as Exhibit C (the “Summary of Rights”) to any holder of Rights
who may so request from time to time prior to the Expiration Date.  With respect to certificates for the Common
Stock outstanding as of the Record Date, or issued subsequent to the Record
Date, unless and until the Distribution Date shall occur, the Class A Rights
and the Class B Rights will be evidenced by certificates for the Class A Common
Stock and the Class B Common Stock, respectively, and the registered holders of
the Common Stock shall also be the registered holders of the associated Rights.  Until the earlier of the Distribution Date or
the Expiration Date (as such term is defined in Section 7(a) hereof), the
transfer of any certificates representing shares of Common Stock in respect of
which Rights have been issued shall also constitute the transfer of the Rights
associated with such shares of Common Stock.


 


(c)           Rights shall be issued in respect of all shares of
Common Stock which are issued (whether originally issued or from the Company’s
treasury) on or after the Record Date but prior to the earlier of the
Distribution Date or the Expiration Date.


 


7

















 


(i)    Certificates representing shares of Class A Common
Stock shall also be deemed to be certificates for Class A Rights and shall bear
the following legend:


 


This
certificate also evidences and entitles the holder hereof to certain rights as
set forth in the Rights Agreement between Classmates Media Corporation (the
“Corporation”) and the Rights Agent thereunder (the “Rights Agent”) dated as of
                                   ,
2007 (the “Rights Agreement”), the terms of which are hereby incorporated
herein by reference and a copy of which is on file at the principal offices of
the Rights Agent.  Under certain
circumstances, as set forth in the Rights Agreement, such Class A Rights (as
defined in the Rights Agreement) will be evidenced by separate certificates and
will no longer be evidenced by this certificate.  The Rights Agent will mail to the holder of
this certificate a copy of the Rights Agreement, as in effect on the date of
mailing, without charge, promptly after receipt of a written request
therefor.  Under certain circumstances
set forth in the Rights Agreement, Class A 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), whether currently
held by or on behalf of such Person or by any subsequent holder, may become
null and void.


 


(ii)   Certificates representing shares of Class B Common
Stock shall also be deemed to be certificates for Class B Rights and shall bear
the following legend:


 


This
certificate also evidences and entitles the holder hereof to certain rights as
set forth in the Rights Agreement between Classmates Media Corporation (the
“Corporation”) and the Rights Agent thereunder (the “Rights Agent”) dated as of
                                   ,
2007 (the “Rights Agreement”), the terms of which are hereby incorporated
herein by reference and a copy of which is on file at the principal offices of
the Rights Agent.  Under certain
circumstances, as set forth in the Rights Agreement, such Class B Rights (as
defined in the Rights Agreement) will be evidenced by separate certificates and
will no longer be evidenced by this certificate.  The Rights Agent will mail to the holder of
this certificate a copy of the Rights Agreement, as in effect on the date of
mailing, without charge, promptly after receipt of a written request therefor.  Under certain circumstances set forth in the
Rights Agreement, Class B 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), 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 either
of the foregoing legends, until the earlier of (i) the Distribution Date or
(ii) the Expiration Date, the Rights associated with the Common Stock
represented by such certificates shall be evidenced by such certificates alone
and registered holders of Common Stock shall also be the registered holders of
the associated Rights, and the 


 


8

















 


transfer of any of such certificates shall also
constitute the transfer of the Rights associated with the Common Stock
represented by such certificates.


 


Section 4.               Form of Rights Certificates.


 


(a)           The Class A Rights Certificates (and the forms of
election to purchase and of assignment to be printed on the reverse thereof)
shall each be substantially in the form set forth in Exhibit B-1 hereto and the
Class B Rights Certificates shall each be substantially in the form set forth
in Exhibit B-2 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 as 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 on which the Rights may from time to time be listed, 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 and on their face
shall entitle the holders thereof to purchase such number of one
one-thousandths of a share of Preferred Stock as shall be set forth therein at
the price set forth therein (such exercise price per one one-thousandth of a
share, the “Purchase Price”), but
the amount and type of securities purchasable upon the exercise of each Right
and the Purchase Price thereof shall be subject to adjustment as provided herein.


 


(b)           Any Rights Certificate issued pursuant to Section
3(a), Section 11(i) 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 transferee of an Acquiring
Person (or of any such Associate or Affiliate) who becomes a transferee after
the Acquiring Person becomes such, or (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 such Acquiring Person has any continuing agreement,
arrangement or understanding regarding the transferred Rights or (B) a transfer
which the Board of Directors has determined is part of a plan, arrangement or
understanding which has as a primary purpose or effect the avoidance of Section
7(e) hereof shall contain (to the extent feasible) the legend set forth in
clause (i) or clause (ii) below, as applicable.


 


(i)    Any Class A Rights Certificate issued pursuant to
Section 6 or Section 11 hereof upon transfer, exchange, replacement or
adjustment of any other Class A Rights Certificate referred to in this
sentence, shall contain (to the extent feasible) the following legend:


 


The Class A Rights represented by this Class A
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 Class A Rights Certificate
and the Class A Rights represented hereby may become null and void in the
circumstances specified in Section 7(e) of the Rights Agreement.


 


9

















 


 


(ii)   Any Class B Rights Certificate issued
pursuant to Section 6 or Section 11 hereof upon transfer, exchange,
replacement or adjustment of any other Class B Rights Certificate referred
to in this sentence, shall contain (to the extent feasible) the following
legend:


 


The
Class B Rights represented by this Class B 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 Class B Rights Certificate and the Class B
Rights represented hereby may become null and void in the circumstances
specified in Section 7(e) of the Rights Agreement.


 


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 President or any Vice President,
either manually or by facsimile signature, and shall have affixed thereto the
Company’s seal or a facsimile thereof which shall be attested by the Secretary
or an Assistant Secretary of the Company, either manually or by facsimile
signature. The Rights Certificates shall be countersigned by the Rights Agent,
either manually or by facsimile signature and shall not be valid for any
purpose unless so 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 had not ceased to be such officer of the Company; and any Rights
Certificates 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 principal office or offices designated as the appropriate
place for surrender of Rights Certificates upon exercise or transfer, books for
registration and transfer of the Rights Certificates issued hereunder. Such
books 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 Section 4(b), Section 7(e) and
Section 14 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 Class A or Class B Rights Certificate or Certificates
(other than Rights Certificates representing Rights that may have been
exchanged pursuant to Section 24 hereof) may be transferred, split
up, combined or exchanged for another Class A or Class B Rights
Certificate or Certificates, as the case may be, entitling the registered
holder to purchase a like number of one one-thousandths of a share of Preferred
Stock (or,


 


10

















 


following a Triggering
Event, Class A Common Stock, Class B Common Stock, other securities,
cash or other assets, as the case may be) as the Rights Certificate or
Certificates surrendered then entitles such holder (or former holder in the
case of a transfer) to purchase. Any registered holder desiring to transfer,
split up, combine or exchange any Rights Certificate or Certificates shall make
such request in writing delivered to the Rights Agent, and shall surrender the
Rights Certificate or Certificates to be transferred, split up, combined or
exchanged at the principal office or offices 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 Section 4(b), Section 7(e), Section 14
hereof and Section 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 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, theft or destruction, of indemnity or
security reasonably satisfactory to them, and 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 execute and deliver a new Rights Certificate of
like tenor to the Rights Agent for countersignature and delivery to the
registered owner in lieu of the Rights Certificate so lost, stolen, destroyed
or mutilated.


 


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


 


(a)           Subject to Section 7(e) hereof, at any time after the
Distribution Date the registered holder of any Rights Certificate may exercise
the Rights evidenced thereby (except as otherwise provided herein including,
without limitation, the restrictions on exercisability set forth in Section 9(c),
Section 11(a)(iii) and Section 23(a) hereof) in whole or in
part upon surrender of the Rights Certificate, with the form of
election to purchase and the certificate on the reverse side thereof duly
executed, to the Rights Agent at the principal office or offices of the Rights
Agent designated for such purpose, together with payment of the aggregate
Purchase Price with respect to the total number of one one-thousandths of a
share (or other securities, cash or other assets, as the case may be) as
to which such surrendered Rights are then exercisable, at or prior to the
earlier of (i) 5:00 p.m., New York City time, on
                                   ,
2017, or such later date as may be established by the Board of Directors
prior to the expiration of the Rights (such date, as it may be extended by
the Board of Directors, the (“Final
Expiration Date”), or (ii) the time at which the Rights are
redeemed or exchanged as provided in Section 23 and Section 24 hereof
(the earlier of (i) and (ii) being herein referred to as the “Expiration Date”).


 


11

















 


(b)           The Purchase Price for each one one-thousandth of a share of Preferred
Stock pursuant to the exercise of a Right initially shall be
$          ,(1) shall be
subject to adjustment from time to time as provided in Section 11 and Section 13(a) hereof
and shall be payable in accordance with paragraph (c) below.


 






(1)      The initial exercise price
should be a price which the Company and its investment bankers can support as
representing the potential long-term value of the Common Stock of the Company.


 


(c)           Upon receipt of a Rights Certificate representing exercisable Rights,
with the form of election to purchase and the certificate duly executed,
accompanied by payment, with respect to each Right so exercised, of the
Purchase Price per one one-thousandth of a share of Preferred Stock (or other
shares, securities, cash or other assets, as the case may be) to be
purchased as set forth below and an amount equal to any applicable transfer
tax, the Rights Agent shall, subject to Section 20(k) hereof, thereupon
promptly (i) (A) requisition from any transfer agent of the shares of
Preferred Stock (or make available, if the Rights Agent is the transfer agent
for such shares) certificates for the total number of one one-thousandths of a
share of Preferred Stock 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 shares of
Preferred Stock issuable upon exercise of the Rights hereunder with a depositary
agent, requisition from the depositary agent depositary receipts representing
such number of one one-thousandths of a share of Preferred Stock as are to be
purchased (in which case certificates for the shares of Preferred Stock
represented by such receipts shall be deposited by the transfer agent with the
depositary agent) and the Company will direct the depositary agent to comply
with such request, (ii) requisition from the Company the amount of cash,
if any, to be paid in lieu of fractional shares in accordance with Section 14
hereof, (iii) after receipt of such certificates or depositary 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) after receipt thereof, deliver such
cash, if any, to or upon the order of the registered holder of such Rights
Certificate. The payment of the Purchase Price (as such amount may be
reduced pursuant to Section 11(a)(iii) hereof) shall be made in cash
or by certified bank check or bank draft payable to the order of the Company.
In the event that the Company is obligated to issue other securities (including
Common Stock) of the Company, 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. The
Company reserves the right to require prior to the occurrence of a Triggering
Event that, upon any exercise of Rights, a number of Rights be exercised so
that only whole shares of Preferred Stock would be issued.


 


(d)           In case the registered holder of any Rights Certificate shall exercise
less than all the Rights evidenced thereby, a new Rights Certificate evidencing
the Rights remaining unexercised shall be issued by the Rights Agent and
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, 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 Section 11(a)(ii) Event, any Rights
beneficially owned by 


 


 


12

















 


(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, or (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 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), 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 insure 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 any other Person as a result of its failure to make any determinations with
respect to an Acquiring Person or any of its 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 this Section 7 unless such
registered holder shall 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 any
of its agents, be delivered to the Rights Agent for cancellation or in
cancelled form, or, if surrendered to the Rights Agent, shall be cancelled 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 other Rights Certificate purchased
or acquired by the Company otherwise than upon the exercise thereof. The Rights
Agent shall deliver all cancelled Rights Certificates to the Company, or shall,
at the written request of the Company, destroy such cancelled Rights
Certificates, and in such case shall deliver a certificate of destruction
thereof to the Company.


 


Section
9.               Reservation and Availability of Capital Stock.


 


(a)           The Company covenants and agrees that it will cause to be reserved and
kept available out of its authorized and unissued shares of Preferred Stock
(and, following the occurrence of a Triggering Event, out of its authorized and
unissued shares of Class A Common Stock, Class B Common Stock and/or
other securities or out of its authorized and issued shares held in its
treasury), the number of shares of Preferred Stock (and, following the
occurrence of a Triggering Event, Class A Common Stock, Class B
Common Stock and/or other 


 


13

















 


securities) that, as
provided in this Agreement including Section 11(a)(iii) hereof, will
be sufficient to permit the exercise in full of all outstanding Rights.


 


(b)           So long as the shares of Preferred Stock (and, following the occurrence
of a Triggering Event, Class A Common Stock, Class B Common Stock
and/or other securities) issuable and deliverable upon the exercise of the
Rights may be listed on any national securities exchange, the Company
shall use its best efforts to cause, from and after such time as the Rights
become exercisable, 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 Section 11(a)(ii) Event
on which the consideration to be delivered by the Company upon exercise of the
Rights has been determined in accordance with Section 11(a)(iii) hereof,
a registration statement under the 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 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 the expiration of the
Rights. 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. The Company
may temporarily suspend, for a period of time 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 that the exercisability of
the Rights has been temporarily suspended, as well as a public announcement at
such time as the suspension has been rescinded. In addition, if the Company
shall determine that a registration statement is required following the
Distribution Date, the Company may temporarily suspend the exercisability
of the Rights until such time as a registration statement has been declared
effective. Notwithstanding any provision of this Agreement to the contrary, the
Rights shall not be exercisable in any jurisdiction if the requisite
qualification in such jurisdiction shall not have been obtained, the exercise
thereof shall not be permitted under applicable law, or a registration statement
shall not have been declared effective.


 


(d)           The Company covenants and agrees that it will take all such action as may be
necessary to ensure that all one one-thousandths of a share of Preferred Stock
(and, following the occurrence of a Triggering Event, Class A Common
Stock, Class B Common Stock and/or other securities) delivered upon
exercise of Rights shall, at the time of delivery of the certificates for such
shares (subject to payment of the Purchase 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 issuance or delivery of the Rights Certificates and
of any certificates for a number of one one-thousandths of a share of Preferred
Stock (or Class A Common Stock, Class B Common Stock and/or other
securities, as the case may be) upon the exercise of Rights. The Company
shall not, however, be required to pay any transfer tax which may be
payable in respect of any 


 


14

















 


transfer or delivery of
Rights Certificates to a Person other than, or the issuance or delivery of a
number of one one-thousandths of a share of Preferred Stock (or Class A
Common Stock, Class B Common Stock and/or other securities, as the case may be)
in respect of a name other than that of the registered holder of the Rights
Certificates evidencing Rights surrendered for exercise or to issue or deliver
any certificates for a number of one one-thousandths of a share of Preferred
Stock (or Class A Common Stock, Class B Common Stock and/or other
securities, as the case may be) in a name other than that of the
registered holder upon the exercise of any Rights until such tax shall have
been paid (any such tax being payable by the holder of such Rights Certificates
at the time of surrender) or until it has been established to the Company’s
satisfaction that no such tax is due.


 


Section
10.             Preferred Stock Record Date. Each person in whose name any certificate
for a number of one one-thousandths of a share of Preferred Stock (or Class A
Common Stock, Class B Common Stock and/or other securities, as the case may be)
is issued upon the exercise of Rights shall for all purposes be deemed to have
become the holder of record of such fractional shares of Preferred Stock (or Class A
Common Stock, Class B Common Stock and/or other securities, as the case may be)
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 Purchase Price (and all applicable transfer taxes) was made; provided,
however, that if the date of such surrender and payment is a date upon
which the Preferred Stock (or Class A Common Stock, Class B Common
Stock and/or other securities, as the case may be) transfer books of the
Company are closed, such Person shall be deemed to have become the record
holder of such shares (fractional or otherwise) on, and such certificate shall
be dated, the next succeeding Business Day on which the Preferred Stock (or Class A
Common Stock, Class B Common Stock and/or other securities, as the case may be)
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 stockholder of the Company with respect to shares 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 Purchase Price, Number and Kind
of Shares or Number of Rights.
The Purchase Price, the number and kind of shares 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)  In the event the Company shall at any time after the date of
this Agreement (A) declare a dividend on the Preferred Stock payable in
shares of Preferred Stock, (B) subdivide the outstanding Preferred Stock, (C) combine
the outstanding Preferred Stock into a smaller number of shares, or (D) issue
any shares of its capital stock in a reclassification of the Preferred Stock
(including any such reclassification in connection with a consolidation or
merger in which the Company is the continuing or surviving corporation), except
as otherwise provided in this Section 11(a) and Section 7(e) hereof,
the Purchase Price in effect at the time of the record date for such dividend
or of the effective date of such subdivision, combination or reclassification,
and the number and kind of shares of Preferred Stock or capital stock, as the
case may be, issuable on such date, shall be proportionately adjusted so
that the holder of any Right exercised after such time shall be entitled to
receive, upon payment of the Purchase Price 


 


15

















 


then in effect, the
aggregate number and kind of shares of Preferred Stock or capital stock, as the
case may be, which, if such Right had been exercised immediately prior to
such date and at a time when the Preferred Stock transfer books of the Company
were open, such holder would have owned upon such exercise and been entitled to
receive by virtue of such dividend, subdivision, combination or
reclassification. If an event occurs which would require an adjustment under both
this Section 11(a)(i) and Section 11(a)(ii) hereof, the
adjustment provided for in this Section 11(a)(i) shall be in addition
to, and shall be made prior to, any adjustment required pursuant to Section 11(a)(ii) hereof.


 


(ii)   In the event any Person becomes an Acquiring
Person, then, promptly following the occurrence, each holder of a Class A
Right and each holder of a Class B Right (except as provided below and in Section 7(e) hereof)
shall thereafter have the right to receive, upon exercise thereof at the then
current Purchase Price in accordance with the terms of this Agreement, in lieu
of a number of one one-thousandths of a share of Preferred Stock, such number
of shares of Class A Common Stock or Class B Common Stock,
respectively, as shall equal the result obtained by (x) multiplying the
then current Purchase Price by the then number of one one-thousandths of a
share of Preferred Stock for which a Right was exercisable immediately prior to
the first occurrence of a Section 11(a)(ii) Event, and (y) dividing
that product (which, following such first occurrence, shall thereafter be
referred to as the “Purchase Price”
for each Right and for all purposes of this Agreement) by 50% of the Current
Market Price (determined pursuant to Section 11(d) hereof) per share
of Class A Common Stock or Class B Common Stock, as the case may be,
on the date of such first occurrence (such number of shares, the “Adjustment Shares”).


 


(iii)  In the event that the number of shares of
Common Stock (either or both of Class A Common Stock or Class B
Common Stock) which are authorized by the Company’s Amended and Restated
Certificate of Incorporation, but not outstanding or reserved for issuance for
purposes other than upon exercise of the Rights, is not sufficient to permit
the exercise in full of the Rights in accordance with the foregoing
subparagraph (ii) of this Section 11(a), the Company shall (A) determine
the value of the Adjustment Shares issuable upon the exercise of a Right (the “Current Value”), and (B) with respect
to each Right (subject to Section 7(e) hereof), make adequate
provision to substitute for the Adjustment Shares, upon the exercise of a Right
and payment of the applicable Purchase Price, (1) cash, (2) a
reduction in the Purchase Price, (3) such class of Common Stock for
which a Right is exercisable or other equity securities of the Company
(including, without limitation, shares, or units of shares, of preferred stock,
such as the Preferred Stock, which the Board of Directors has deemed to have
essentially the same value or economic rights as shares of such class of
Common Stock for which a Right is exercisable (such shares of preferred stock
being referred to as “Common Stock
Equivalents”)), (4) debt securities of the Company, (5) other
assets, or (6) any combination of the foregoing, having an aggregate value
equal to the Current Value (less the amount of any reduction in the Purchase
Price), where such aggregate value has been determined by the Board of
Directors based upon the advice of a nationally recognized investment 


 


16

















 


banking
firm selected by the Board of Directors; 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 Section 11(a)(ii) 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 Purchase Price, shares of such class of
Common Stock for which a Right is exercisable (to the extent available) and
then, if necessary, cash, which shares and/or cash have an aggregate value
equal to the Spread. For purposes of the preceding sentence, the term “Spread” shall mean the excess of (i) the
Current Value over (ii) the Purchase Price. If the Board of Directors
determines in good faith that it is likely that sufficient additional shares of
Class A Common Stock and/or Class B Common Stock, as the case may be,
could be authorized for issuance upon exercise in full of the Rights, 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 shareholder approval for the
authorization of such additional shares (such thirty (30) day period, as it may be
extended, is herein called the “Substitution
Period”). To the extent that the Company determines that action
should be taken pursuant to the first and/or third sentences of this Section 11(a)(iii),
the Company (1) shall provide, subject to Section 7(e) hereof,
that such action shall apply uniformly to all outstanding Rights, and (2) may suspend
the exercisability of the Rights until the expiration of the Substitution
Period in order to seek such shareholder approval for such authorization of
additional shares 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 each
Adjustment Share shall be the Current Market Price per share of such class of
Common Stock for which a Right is exercisable on the Section 11(a)(ii) Trigger
Date and the per share or per unit value of any Common Stock Equivalent shall
be deemed to equal the Current Market Price per share of such class of
Common Stock on such date.


 


(b)           In case the Company shall fix a record date for the issuance of rights,
options or warrants to all holders of Preferred Stock entitling them to
subscribe for or purchase (for a period expiring within  forty-five (45) calendar days after such
record date) Preferred Stock (or shares having the same rights, privileges and
preferences as the shares of Preferred Stock (“Equivalent Preferred Stock”)) or securities convertible into
Preferred Stock or Equivalent Preferred Stock at a price per share of Preferred
Stock or per share of Equivalent Preferred Stock (or having a conversion price
per share, if a security convertible into Preferred Stock or Equivalent
Preferred Stock) less than the current market price (as determined pursuant to Section 11(d) hereof)
per share of Preferred Stock on such record date, the Purchase Price to be in
effect after such record date shall be determined by multiplying the Purchase
Price in effect immediately prior to such record date by a fraction, the numerator
of which shall be the number 


 


17

















 


of shares of Preferred Stock
outstanding on such record date, plus the number of shares of Preferred Stock
which the aggregate offering price of the total number of shares of Preferred
Stock and/or Equivalent Preferred Stock so to be offered (and/or the aggregate
initial conversion price of the convertible securities so to be offered) would
purchase at such current market price, and the denominator of which shall be
the number of shares of Preferred Stock outstanding on such record date, plus
the number of additional shares of Preferred Stock and/or Equivalent Preferred
Stock to be offered for subscription or purchase (or into which the convertible
securities so to be offered are initially convertible). In case such
subscription price may be paid by delivery of consideration, part or
all of which may be in a form other than cash, the value of such
consideration shall be as determined in good faith by the Board of Directors,
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.
Shares of Preferred Stock 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 or warrants are not so issued, the Purchase Price
shall be adjusted to be the Purchase Price which would then be in effect if
such record date had not been fixed.


 


(c)           In case the Company shall fix a record date for a distribution to all
holders of Preferred Stock (including any such distribution made in connection
with a consolidation or merger in which the Company is the continuing
corporation), cash (other than a regular quarterly cash dividend out of the
earnings or retained earnings of the Company), assets (other than a dividend
payable in Preferred Stock, but including any dividend payable in stock other
than Preferred Stock) or evidences of indebtedness, or of subscription rights
or warrants (excluding those referred to in Section 11(b) hereof),
the Purchase Price to be in effect after such record date shall be determined
by multiplying the Purchase Price in effect immediately prior to such record
date by a fraction, the numerator of which shall be the current market price
(as determined pursuant to Section 11(d) hereof) per share of
Preferred Stock on such record date, less the fair market value (as determined
in good faith by the Board of Directors, 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 share of Preferred Stock, and the denominator of
which shall be such current market price (as determined pursuant to Section 11(d) hereof)
per share of Preferred Stock. 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 Purchase Price shall be adjusted to be the Purchase Price
which would have been in effect if such record date had not been fixed.


 


(d)           (i)  For the purpose of any computation hereunder, other than
computations made pursuant to Section 11(a)(iii) hereof, the “Current Market Price” per share of any class of
Common Stock on any date shall be deemed to be the average of the daily closing
prices per share of such class of Common Stock 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
Market Price per share of any class of Common Stock on any date shall be
deemed to be the average of the daily closing prices per share of such class of
Common Stock for the ten (10) consecutive Trading Days immediately
following such date; provided, however, that in the event that
the Current Market Price per share of any class of Common Stock is
determined during a period following the announcement by the issuer of such class of



 


18

















 


Common Stock of (A) a
dividend or distribution on such class of Common Stock payable in shares
of such class of Common Stock or securities convertible into shares of
such class of Common Stock (other than the Rights), or (B) any
subdivision, combination or reclassification of such class of Common
Stock, and the ex-dividend date for such dividend or distribution, or the
record date for such subdivision, combination or reclassification shall not
have occurred prior to the commencement of the requisite thirty (30) Trading
Day or ten (10) Trading Day period, as set forth above, then, and in each
such case, the Current Market Price shall be properly adjusted to take into
account ex-dividend trading. 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 shares of such class of Common Stock are not listed or
admitted to trading on the New York Stock Exchange, as reported in the
principal consolidated transaction reporting system with respect to securities
listed on the principal national securities exchange on which the shares of
such class of Common Stock are listed or admitted to trading or, if the
shares of such class of Common Stock are not listed or admitted to trading
on any national securities exchange, the last quoted price or, if not so
quoted, the average of the high bid and low asked prices in the
over-the-counter market, as reported by the National Association of Securities
Dealers Automated Quotation System (“Nasdaq”)
or such other system then in use, or, if on any such date the shares of such class of
Common Stock are 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 class of Common Stock selected by the Board of Directors.
If on any such date no market maker is making a market in that class of
Common Stock, the fair value of such shares on such date as determined in good
faith by the Board of Directors shall be used. The term “Trading Day” shall mean a day on which the
principal national securities exchange on which the shares of any class of
Common Stock are listed or admitted to trading is open for the transaction of
business or, if the shares of any class of Common Stock are not listed or
admitted to trading on any national securities exchange, a Business Day. If the
class of Common Stock for which a Right is exercisable is not publicly
held or not so listed or traded, Current Market Price per share shall mean the
fair value per share as determined in good faith by the Board of Directors,
whose determination shall be described in a statement filed with the Rights
Agent and shall be conclusive for all purposes. Notwithstanding anything in
this Agreement to the contrary, the Current Market Price per share of Class B
Common Stock shall not be lower than the Current Market Price per share of Class A
Common Stock.


 


(ii)   For the purpose of any computation hereunder,
the current market price per share of any series or class of
Preferred Stock shall be determined in the same manner as set forth above for
the Common Stock in clause (i) of this Section 11(d) (other than
the last two sentence thereof). If the current market price per share of any series or
class of Preferred Stock cannot be determined in the manner provided above
or if such class or series of Preferred Stock is not publicly held or
listed or traded in a manner described in clause (i) of this Section 11(d),
the current market price per share of such class or series of
Preferred Stock shall be conclusively deemed to be an amount equal to 1,000 (as
such number may be appropriately adjusted for such events as stock splits,
stock dividends and recapitalizations with respect to the Common Stock
occurring after the date of this Agreement) multiplied by the Current Market
Price per share of 


 


19

















 


the
Class A Common Stock. If neither the Class A Common Stock nor the
Preferred Stock is publicly held or so listed or traded, current market price
per share of any series or class of the Preferred Stock shall mean
the fair value per share as determined in good faith by the Board of Directors,
whose determination shall be described in a statement filed with the Rights
Agent and shall be conclusive for all purposes.


 


(e)           Anything herein to the contrary notwithstanding, no adjustment in the
Purchase Price shall be required unless such adjustment would require an
increase or decrease of at least one percent (1%) in the Purchase Price; provided,
however, that any adjustments which by reason of this Section 11(e) 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 of a share of Common
Stock or other share or one-millionth of a share of Preferred Stock, as the case
may be. Notwithstanding the first sentence of this Section 11(e), 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
mandates such adjustment, or (ii) the Expiration Date.


 


(f)            If as a result of an adjustment made pursuant
to Section 11(a)(ii) 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 Stock, thereafter the number of such other
shares so receivable upon exercise of any Right and the Purchase 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
Stock contained in Sections 11(a), (b), (c), (e), (g), (h), (i), (j), (k) and
(m), and the provisions of Sections 7, 9, 10, 13 and 14 hereof with respect to
the Preferred Stock shall apply on like terms to any such other shares.


 


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


 


(h)           Unless the Company shall have exercised its election as provided in Section 11(i),
upon each adjustment of the Purchase Price as a result of the calculations made
in Sections 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 Purchase Price, that number of one one-thousandths of a share of
Preferred Stock (calculated to the nearest one-millionth) obtained by (i) multiplying
(x) the number of one one-thousandths of a share covered by a Right immediately
prior to this adjustment, by (y) the Purchase Price in effect immediately prior
to such adjustment of the Purchase Price, and (ii) dividing the product so
obtained by the Purchase Price in effect immediately after such adjustment of
the Purchase Price.


 


(i)            The Company may elect on or after the
date of any adjustment of the Purchase Price to adjust the number of Rights, in
lieu of any adjustment in the number of one one-thousandths of a share of
Preferred Stock purchasable upon the exercise of a Right. Each of the Rights
outstanding after the adjustment in the number of Rights shall be exercisable
for the 


 


20

















 


number of one
one-thousandths of a share of Preferred Stock 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 ten-thousandth) obtained by dividing the
Purchase Price in effect immediately prior to adjustment of the Purchase Price
by the Purchase Price in effect immediately after adjustment of the Purchase
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 Purchase Price is adjusted or any day thereafter, but, if
the 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(i),
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 Purchase 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.


 


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


 


(k)           Before taking any action that would cause an adjustment reducing the
Purchase Price below the then stated value, if any, of the number of one
one-thousandths of a share of Preferred Stock 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 fully paid and nonassessable such number of one one-thousandths
of a share of Preferred Stock at such adjusted Purchase Price.


 


(l)            In any case in which this Section 11
shall require that an adjustment in the Purchase 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 issuance to the holder of any Right exercised
after such record date the number of one one-thousandths of a share of
Preferred Stock and other capital stock or securities of the Company, if any,
issuable upon such exercise over and above the number of one one-thousandths of
a share of Preferred Stock and other capital stock or securities of the
Company, if any, issuable upon such exercise on the basis of the Purchase 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) or securities upon the occurrence of the event requiring such
adjustment.


 


21

















 


(m)          Anything in this Section 11 to the contrary notwithstanding, the
Company shall be entitled to make such reductions in the Purchase Price, in
addition to those adjustments expressly required by this Section 11, as
and to the extent that in their good faith judgment the Board of Directors
shall determine to be advisable in order that any (i) consolidation or
subdivision of the Preferred Stock, (ii) issuance wholly for cash of any
shares of Preferred Stock at less than the current market price, (iii) issuance
wholly for cash of shares of Preferred Stock or securities which by their terms
are convertible into or exchangeable for shares of Preferred Stock, (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
Stock shall not be taxable to such stockholders.


 


(n)           The Company covenants and agrees that it shall not, at any time after
the Distribution Date, (i) consolidate with any other Person (other than a
Subsidiary of the Company in a transaction which complies with Section 11(o)
hereof), (ii) merge with or into any other Person (other than a Subsidiary
of the Company in a transaction which complies with Section 11(o) hereof),
or (iii) sell or transfer (or permit any Subsidiary to sell or transfer),
in one transaction, or a series of related transactions, assets, cash flow
or earning power aggregating more than 50% 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 and/or any of its Subsidiaries in one or more
transactions each of which complies with Section 11(o) hereof), if (x) at
the time of or immediately after such consolidation, merger or sale 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 or (y) prior to, simultaneously
with or immediately after such consolidation, merger or sale, the shareholders
of the Person who constitutes, or would constitute, the “Principal Party” for purposes of Section 13(a) hereof
shall have received a distribution of Rights previously owned by such Person or
any of its Affiliates and Associates.


 


(o)           The Company covenants and agrees that, after the Distribution Date, it
will not, except as permitted by Section 23, Section 24 or Section 27
hereof, take (or permit any Subsidiary to take) 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.


 


(p)           Anything in this Agreement to the contrary notwithstanding, in the
event that the Company shall at any time after the Rights Dividend Declaration
Date and prior to the Distribution Date (i) declare a dividend on the
outstanding shares of Common Stock payable in shares of Common Stock, (ii) subdivide
the outstanding shares of Common Stock, or (iii) combine the outstanding
shares of Common Stock into a smaller number of shares, the number of Rights
associated with each share of Common Stock then outstanding, or issued or
delivered thereafter but prior to the Distribution Date, shall be
proportionately adjusted so that the number of Rights thereafter associated with
each share of Common Stock following any such event shall equal the result
obtained by multiplying the number of Rights associated with each share of
Common Stock immediately prior to such event by a fraction the numerator which
shall be the total number of shares of Common Stock outstanding immediately
prior to the occurrence of the event and the denominator of which shall be the
total number of shares of Common Stock outstanding immediately following the
occurrence of such event.


 


22














 


Section 12.             Certificate of
Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made
as provided in Section 11 and Section 13 hereof, the Company shall (a) promptly
prepare a certificate setting forth such adjustment and a brief statement of
the facts accounting for such adjustment, (b) promptly file with the Rights
Agent, and with each transfer agent for the Preferred Stock and the Common
Stock, a copy of such certificate and (c) if a Distribution Date has occurred,
mail a brief summary thereof to each holder of a Rights Certificate in
accordance with Section 25 hereof. The Rights Agent shall be fully protected in
relying on any such certificate and on any adjustment therein contained.


 


Section 13.             Consolidation,
Merger or Sale or Transfer of Assets, Cash Flow or Earning Power.


 


(a)           In the event that, following the Stock Acquisition
Date, directly or indirectly, (x) the Company shall consolidate with, or merge
with and into, any other Person (other than a Subsidiary of the Company in a
transaction which complies with Section 11(o) hereof), and the Company shall
not be the continuing or surviving corporation of such consolidation or merger,
(y) any Person (other than a Subsidiary of the Company in a transaction which
complies with Section 11(o) hereof) shall consolidate with, or merge with or
into, the Company, and the Company shall be the continuing or surviving
corporation of such consolidation or merger and, in connection with such
consolidation or merger, all or part of the outstanding shares of Common Stock
shall be changed into or exchanged for stock or other securities of any other
Person or cash or any other property, or (z) the Company shall sell or
otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise
transfer), in one transaction or a series of related transactions, assets, cash
flow or earning power aggregating more than 50% of the assets, cash flow or
earning power of the Company and its Subsidiaries (taken as a whole) to any
Person or Persons (other than the Company or any Subsidiary of the Company in
one or more transactions each of which complies with Section 11(o) hereof),
then, and in each such case, proper provision shall be made so that: (i) 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 the then current
Purchase Price in accordance with the terms of this Agreement, such number of
validly authorized and issued, fully paid, non-assessable and freely tradeable shares
of Common Stock of the Principal Party (as such term is hereinafter defined),
not subject to any liens, encumbrances, rights of first refusal or other
adverse claims, as shall be equal to the result obtained by (1) multiplying the
then current Purchase Price by the number of one one-thousandths of a share of
Preferred Stock for which a Right is exercisable immediately prior to the first
occurrence of a Section 13 Event (or, if a Section 11(a)(ii) Event has occurred
prior to the first occurrence of a Section 13 Event, multiplying the number of
such one one-thousandths of a share for which a Right was exercisable
immediately prior to the first occurrence of a Section 11(a)(ii) Event by the
Purchase Price in effect immediately prior to such first occurrence of a
Section 11(a)(ii) Event), and (2) dividing that product (which, following the
first occurrence of a Section 13 Event, shall be referred to as the “Purchase Price”
for each Right and for all purposes of this Agreement) by 50% of the Current
Market Price (determined pursuant to Section 11(d)(i) hereof) per share of the
Common Stock of such Principal Party on the date of consummation of such
Section 13 Event; (ii) 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; (iii) the term “Company”
shall thereafter be deemed to refer to such Principal Party, it being
specifically intended that the provisions of Section 11 


 


23

















 


hereof shall apply only to such Principal
Party following the first occurrence of a Section 13 Event; (iv) such Principal
Party shall take such steps (including, but not limited to, the reservation of
a sufficient number of shares of its Common Stock) in connection with the
consummation of any such transaction as may be necessary to assure that the
provisions hereof shall thereafter be applicable, as nearly as reasonably may
be, in relation to its shares of Common Stock thereafter deliverable upon the
exercise of the Rights; and (v) the provisions of Section 11(a)(ii) hereof
shall be of no effect following the first occurrence of any Section 13 Event.


 


(b)           “Principal Party” shall mean:


 


(i)    in the case of any transaction described in clause (x)
or (y) of the first sentence of Section 13(a), the Person that is the issuer of
any securities into which shares of Common Stock of the Company are converted
in such merger or consolidation, and if no securities are so issued, the Person
that is the other party to such merger or consolidation; and


 


(ii)   in the case of any transaction described in clause (z)
of the first sentence of Section 13(a), the Person that is the party receiving
the greatest portion of the assets, cash flow or earning power transferred
pursuant to such transaction or transactions;


 


provided, however,
that in any such case, (1) if the Common Stock of such Person is not at such
time and has not been continuously over the preceding twelve (12) month period
registered under Section 12 of the Exchange Act, and such Person is a direct or
indirect Subsidiary of another Person the Common Stock of which is and has been
so registered, “Principal
Party” shall refer to such other Person; and (2) in case such Person
is a Subsidiary, directly or indirectly, of more than one Person, the Common
Stock of two or more of which are and have been so registered, “Principal Party”
shall refer to whichever of such Persons is the issuer of the Common Stock
having the greatest aggregate market value.


 


(c)           The Company shall not consummate any such
consolidation, merger, sale or transfer unless the Principal Party shall have a
sufficient number of authorized shares of its Common Stock which 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
Principal Party shall have executed and delivered to the Rights Agent a
supplemental agreement providing for the terms set forth in paragraphs (a) and
(b) of this Section 13 and further providing that, as soon as practicable after
the date of any consolidation, merger or sale of assets mentioned in paragraph
(a) of this Section 13, the Principal Party will


 


(i)    prepare and file a registration statement under the
Act, with respect to the Rights and the securities purchasable upon exercise of
the Rights on an appropriate form, and will use its best efforts to cause such
registration statement to (A) become effective as soon as practicable after
such filing and (B) remain effective (with a prospectus at all times meeting
the requirements of the Act) until the Expiration Date; and


 


24

















 


(ii)   take all such other action as may be necessary to enable
the Principal Party to issue the securities purchasable upon exercise of the
Rights, including but not limited to the registration or qualification of such
securities under all requisite securities laws of jurisdictions of the various
states and the listing of such securities on such exchanges and trading markets
as may be necessary or appropriate; and


 


(iii)  will deliver to holders of the Rights historical
financial statements for the Principal Party and each of its Affiliates which
comply in all respects with the requirements for registration on Form 10 under
the Exchange Act.


 


The provisions of this Section 13 shall
similarly apply to successive mergers or consolidations or sales or other
transfers. In the event that a Section 13 Event shall occur at any time after
the occurrence of a Section 11(a)(ii) Event, the Rights which have not
theretofore been exercised shall thereafter become exercisable in the manner
described in Section 13(a).


 


Section 14.             Fractional Rights
and Fractional Shares.


 


(a)           The Company shall not be required to issue fractions
of Rights, except prior to the Distribution Date as provided in Section 11(p)
hereof, or to distribute Rights Certificates which evidence fractional Rights. In
lieu of such fractional Rights, the Company shall pay to the registered holders
of the Class A Rights Certificates or the Class B 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 Class
A Right or Class B Right, as the case may be. For 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. The closing price of the
Class A Rights or the Class B Rights for any 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 such
Rights are not listed or admitted to trading on the New York Stock Exchange, as
reported in the principal consolidated transaction reporting system with
respect to securities listed on the principal national securities exchange on
which such Rights are listed or admitted to trading, or if such Rights are not
listed or admitted to trading on any national securities exchange, the last
quoted price or, if not so quoted, 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 such Rights are 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 such Rights, selected by the
Board of Directors. If on any such date no such market maker is making a market
in such Rights, the fair value of the Rights on such date as determined in good
faith by the Board of Directors shall be used. Notwithstanding anything in this
Agreement to the contrary, the current market price of a Class B Right shall
not be lower than the current market price of a Class A Right.


 


25

















 


(b)           The Company shall not be required to issue fractions
of shares of Preferred Stock (other than fractions which are integral multiples
of one one-thousandth of a share of Preferred Stock) upon exercise of the
Rights or to distribute certificates which evidence fractional shares of
Preferred Stock (other than fractions which are integral multiples of one
one-thousandth of a share of Preferred Stock). In lieu of fractional shares of
Preferred Stock that are not integral multiples of one one-thousandth of a
share of Preferred Stock, the Company may 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 one
one-thousandth of a share of Preferred Stock. For purposes of this Section
14(b), the current market value of one one-thousandth of a share of Preferred
Stock shall be one one-thousandth of the closing price of a share of Preferred
Stock (as determined pursuant to Section 11(d)(ii) hereof) for the Trading Day
immediately prior to the date of such exercise.


 


(c)           Following the occurrence of a Triggering Event, the
Company shall not be required to issue fractions of shares of Common Stock upon
exercise of the Rights or to distribute certificates which evidence fractional
shares of Common Stock. In lieu of fractional shares of Common Stock, the
Company may 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 one (1) share of Common Stock for
which a Right is exercisable. For purposes of this Section 14(c), the current market
value of one share of Common Stock for which a Right is exercisable shall be
the closing price per share of such class of Common Stock (as determined
pursuant to Section 11(d)(i) hereof) on the Trading Day immediately prior to
the date of such exercise.


 


(d)           The holder of a Right by the acceptance of the Rights
expressly waives such holder’s right to receive any fractional Rights or any
fractional shares upon exercise of a Right, except as permitted by this Section
14.


 


Section 15.             Rights of Action.
All rights of action in respect of this Agreement are vested in the respective
registered holders of the Rights Certificates (and, prior to the Distribution
Date, the registered holders of the Common Stock); and any registered holder of
any Rights Certificate (or, prior to the Distribution Date, of the Common
Stock), 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 Stock),
may, in such holder’s own behalf and for his 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 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 shall be entitled to specific performance of the
obligations hereunder and injunctive relief against actual or threatened
violations of the obligations hereunder 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:


 


26

















 


(a)           prior to the Distribution Date, the Rights will be
transferable only in connection with the transfer of Common Stock;


 


(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 Section 6(a) and Section 7(f) hereof, the
Company and the Rights Agent may deem and treat the person in whose name a
Rights Certificate (or, prior to the Distribution Date, the associated Common
Stock 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 Stock certificate made by
anyone other than the Company or the Rights Agent) for all purposes whatsoever,
and neither the Company nor the Rights Agent, subject to the last sentence of
Section 7(e) hereof, shall be required to 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 other Person as a result of its inability to perform
any of its obligations under this Agreement by reason of any preliminary or
permanent injunction or other order, decree or ruling 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 obligation; provided, however,
the Company must use its best efforts to have any such order, decree or ruling
lifted or otherwise overturned as soon as possible.


 


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 the holder of the number of one one-thousandths of a share of Preferred
Stock 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 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
disbursements and other reasonable 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 


 


27

















 


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.


 


(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 Common Stock 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 believed by it to be genuine
and to be signed, executed and, where necessary, verified or acknowledged, by
the proper Person or Persons.


 


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, stock transfer or other shareholder services
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; but only if 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 a 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 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 


 


28

















 


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 the current market price of the Rights or any series
or class of Preferred Stock or the Current Market Price per share of any class
of Common Stock) 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 the Chairman of
the Board of Directors, the President, any Vice President, the Treasurer, any
Assistant Treasurer, 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 only for
its own  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 or be required to verify the same (except as to its
countersignature on such Rights Certificates), 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 adjustment required
under the provisions of Section 11, Section 13 or Section 24 hereof or
responsible for the manner, method or amount of any such adjustment or the
ascertaining of the existence of facts that would require any such adjustment
(except with respect to the exercise of Rights evidenced by Rights Certificates
after actual notice of any such adjustment); nor shall it by any act hereunder
be deemed to make any representation or warranty as to the authorization or
reservation of any shares of Common Stock or Preferred Stock to be issued
pursuant to this Agreement or any Rights Certificate or as to whether any
shares of Common Stock or Preferred Stock will, when so 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 the Chairman of the Board of Directors, the President, any Vice President,
the Secretary, any Assistant Secretary, the 


 


29

















 


Treasurer or any Assistant Treasurer 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 to
be taken by it in good faith in accordance with instructions of any such
officer.


 


(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, however,
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 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 Common
Stock and Preferred Stock, by registered or certified mail, and, if such
resignation occurs after the Distribution Date, to the registered 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 Common Stock and Preferred Stock, by registered
or certified mail, and, if such removal occurs after the Distribution Date, 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
Rights Certificate for inspection by the Company), then any registered holder
of any Rights Certificate may apply to any court of competent jurisdiction for
the appointment of 


 


30

















 


a new Rights
Agent. Any successor Rights Agent, whether appointed by the Company or by such
a court, shall be (a) a legal business entity organized and doing business
under the laws of the United States or of the State of New York or of any other
state of the United States, in good standing, having an  office in the State of New York, which is
authorized under such laws to exercise corporate trust, stock transfer or shareholder
services powers and which has at the time of its appointment as Rights Agent a
combined capital and surplus of at least $50,000,000 or (b) an affiliate
of a legal business entity described in clause (a) of this sentence. 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 Common Stock
and the Preferred Stock, and, if such appointment occurs after the Distribution
Date, 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 the Board of Directors to reflect any adjustment or change in the Purchase
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 shares of Common Stock following the Distribution Date and prior to the
redemption or expiration of the Rights, the Company (a) shall, with respect to
shares of Common Stock so issued or sold pursuant to the exercise of stock
options or under any employee plan or arrangement, granted or awarded as of the
Distribution Date, 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, issue Rights Certificates
representing the appropriate number and class of Rights in connection with such
issuance or sale; provided, however, that (i) no such Rights
Certificate shall be issued if, and to the extent that, the Company shall be
advised by counsel that such issuance would create a significant risk of
material adverse tax consequences to the Company or the Person to whom such
Rights Certificate would be issued, 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.


 


Section 23.             Redemption and
Termination.


 


(a)           The Board of Directors may, at its option, at any time
prior to the earlier of (i) the close of business on the tenth Business Day
following the Stock Acquisition Date (or, if the Stock Acquisition Date shall
have occurred prior to the Record Date, the close of business on the tenth
Business Day following the Record Date), or (ii) the Final Expiration Date,
redeem all but not less than all of the then outstanding Rights at a redemption
price of $0.01 per Right, as such amount may be appropriately adjusted to
reflect any stock split, stock dividend or similar transaction occurring after
the date hereof (such redemption price being hereinafter 


 


31

















 


referred to as the “Redemption Price”). Notwithstanding
anything contained in this Agreement to the contrary, the Rights shall not be exercisable
after the first occurrence of a Section 11(a)(ii) Event until such time as the
Company’s right of redemption hereunder has expired. The Company may, at its
option, pay the Redemption Price in cash, shares of the class of Common Stock
for which a Right is exercisable (based on the Current Market Price, as defined
in Section 11(d)(i) hereof, of the relevant Common Stock at the time of
redemption) or any other form of consideration deemed appropriate by the Board
of Directors, including shares of the other class of Common Stock; provided,
however, that the Redemption Price shall first be paid in shares of the class
of Common Stock for which a Right is exercisable to the extent of the
authorized shares of that class (excluding all such shares that are outstanding
or reserved for issuance for purposes other than the exercise of the Rights).


 


(b)           Immediately upon the action of the Board of Directors
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 for each
Right so held. Promptly 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 each holder’s last address as it appears 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 Stock. 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.


 


Section 24.             Exchange.


 


(a)           The Board of Directors may, at its option, at any time
after any Person becomes an Acquiring Person, exchange all or part of the then
outstanding and exercisable Class A Rights and Class B Rights (which shall not
include Rights that have become void pursuant to the provisions of Section 7(e)
hereof) for Class A Common Stock and Class B Common Stock, respectively, at an
exchange ratio of one share of Class A Common Stock and one share of Class
B Common Stock per Class A Right and Class B Right, respectively, 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 Stock 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 Stock then
outstanding.


 


(b)           Immediately upon the action of the Board of Directors
ordering the exchange of any Rights pursuant to subsection (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 shares of Class A Common Stock or
Class B Common Stock equal to the number of such Class A Rights or Class B


 


32

















 


Rights, respectively, held by such holder
multiplied by the Exchange Ratio. The Company shall promptly 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 promptly 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 Stock for Rights will be effected and, in the event of
any partial exchange, the number of Class A Rights or Class B 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 Class A Rights or
Class B Rights.


 


(c)           In any exchange pursuant to this Section 24, the
Company, at its option, may substitute Preferred Stock (or Equivalent Preferred
Stock, as such term is defined in paragraph (b) of Section 11 hereof) for
Common Stock exchangeable for Rights, at the initial rate of one one-thousandth
of a share of Preferred Stock (or Equivalent Preferred Stock) for each share of
Common Stock, as appropriately adjusted to reflect stock splits, stock dividends
and other similar transactions after the date hereof.


 


(d)           In the event that there shall not be sufficient shares
of Common Stock issued but not outstanding or authorized but unissued to permit
any exchange of Rights as contemplated in accordance with this Section 24, the
Company shall take all such action as may be necessary to authorize additional
shares of Common Stock for issuance upon exchange of the Rights.


 


(e)           The Company shall not be required to issue fractions
of shares of Common Stock or to distribute certificates which evidence
fractional shares of Common Stock. In lieu of such fractional shares of Common
Stock, there shall be paid to the registered holders of the Rights Certificates
with regard to which such fractional shares of Common Stock would otherwise be
issuable, an amount in cash equal to the same fraction of the current market
value of a whole share of Class A Common Stock or Class B Common Stock, as the
case may be. For the purposes of this subsection (e), the current market value
of a whole share of Common Stock shall be the closing price of such share of
Common Stock (as determined pursuant to the second sentence of Section 11(d)(i)
hereof) for the Trading Day immediately prior to the date of exchange pursuant
to this Section 24.


 


Section 25.             Notice of Certain
Events.


 


(a)           In case the Company shall propose, at any time after
the Distribution Date, (i) to pay any dividend payable in stock of any class to
the holders of Preferred Stock or to make any other distribution to the holders
of Preferred Stock (other than a regular quarterly cash dividend out of
earnings or retained earnings of the Company), or (ii) to offer to the holders
of Preferred Stock rights or warrants to subscribe for or to purchase any
additional shares of Preferred Stock or shares of stock of any class or any
other securities, rights or options, or (iii) to effect any reclassification of
its Preferred Stock (other than a reclassification involving only the
subdivision of outstanding shares of Preferred Stock), or (iv) to effect any
consolidation or 


 


33

















 


merger into or with any other Person (other
than a Subsidiary of the Company in a transaction which complies with Section
11(o) hereof), or to effect any sale or other transfer (or to permit one or
more of its Subsidiaries to effect any sale or other transfer), in one
transaction or a series of related transactions, of more than 50% of the
assets, cash flow or earning power of the Company and its Subsidiaries (taken as
a whole) to any other Person or Persons (other than the Company and/or any of
its Subsidiaries in one or more transactions each of which complies with
Section 11(o) hereof), or (v) to effect the liquidation, dissolution or winding
up of the Company, then, in each such case, the Company shall give to each
holder of a Rights Certificate, to the extent feasible and in accordance with
Section 26 hereof, a notice of such proposed action, which shall specify the
record date for the purposes of such stock dividend, distribution of rights or
warrants, or the date on which such reclassification, consolidation, merger,
sale, transfer, liquidation, dissolution, or winding up is to take place and
the date of participation therein by the holders of the shares of Preferred
Stock, if any such date is to be fixed, and such notice shall be so given in
the case of any action covered by clause (i) or (ii) above at least twenty (20)
days prior to the record date for determining holders of the shares of
Preferred Stock for purposes of such action, and in the case of any such other
action, at least twenty (20) days prior to the date of the taking of such
proposed action or the date of participation therein by the holders of the
shares of Preferred Stock, whichever shall be the earlier.


 


(b)           In case any of the events set forth in Section
11(a)(ii) hereof shall occur, then, in any such case, (i) the Company shall as
soon as practicable thereafter give to each holder of a Rights Certificate, to
the extent feasible and 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 Section 11(a)(ii) hereof, and (ii) all
references in the preceding paragraph to Preferred Stock shall be deemed
thereafter to refer to Common Stock and/or, if appropriate, other securities.


 


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 by the Rights Agent with
the Company) as follows:


 


Classmates Media Corporation

21301 Burbank Boulevard

Woodland Hills, California  91367

Attention:  General Counsel


 


Subject to the provisions of Section 21, 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 by the Rights
Agent with the Company) as follows:


 


American Stock Transfer & Trust Company

59 Maiden Lane

New York, New York  10038

Attention:  General Counsel


 


34

















 


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 (or, if prior to the Distribution Date, to the holder
of certificates representing shares of Common Stock) 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 Distribution Date, the Company and the Rights
Agent shall, if the Company so directs, supplement or amend any provision of
this Agreement without the approval of any holders of certificates representing
shares of Common Stock. From and after the Distribution Date, the Company and
the Rights Agent shall, if the Company so directs, supplement or amend this
Agreement without the approval of any holders of Rights Certificates in order
(i) to cure any ambiguity, (ii) to correct or supplement any provision
contained herein which may be defective or inconsistent with any other
provisions herein, (iii) to shorten or lengthen any time period hereunder or
(iv) to change or supplement the provisions hereunder in any manner which the
Company may deem necessary or desirable and which shall not adversely affect
the interests of the holders of Rights Certificates. Upon the delivery of a
certificate from an appropriate officer of the Company which 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. Notwithstanding
anything herein to the contrary, this Agreement may not be amended (other than
pursuant to clauses (i) or (ii) of the next preceding sentence) at a time when the
Rights are not redeemable.


 


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. For all purposes of this Agreement,
any calculation of the number of shares of Common Stock or any other class of
capital stock outstanding at any particular time, including for purposes of
determining the particular percentage of such outstanding shares of Common
Stock 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 shall have the
exclusive power and authority to administer this Agreement and to exercise all
rights and powers specifically granted to the Board of Directors or to the
Company, or as may be necessary or advisable in the administration of this
Agreement, including, without limitation, the right and power to (i) interpret
the provisions of this Agreement, and (ii) 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 of Directors in good faith, shall (x) be
final, conclusive and binding on the Company, the Rights Agent, the holders of
the Rights and all other parties, and (y) not subject the Board of Directors,
or any of the directors on the Board of Directors to any liability to the
holders of the Rights.


 


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, registered
holders of the Common Stock) 


 


35

















 


any legal or
equitable right, remedy or claim under 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, registered holders of the Common Stock).


 


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 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 Business Day following the date
of such determination by the Board of Directors. Without limiting the
foregoing, if any provision requiring a specific group of directors to act is
held to by any court of competent jurisdiction or other authority to be
invalid, void or unenforceable, such determination shall then be made by the
Board of Directors in accordance with applicable law and the Company’s Amended
and Restated Certificate of Incorporation and Bylaws.


 


Section 32.             Governing Law.
This Agreement, 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 made and to be 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.


 


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.


 


36

















 


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


 


 


	
   

  	
  CLASSMATES
  MEDIA CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


 


	
   

  	
  AMERICAN
  STOCK TRANSFER & TRUST

  COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


37

















 


EXHIBIT A


 


FORM OF


 


CERTIFICATE
OF DESIGNATION, PREFERENCES AND


 


RIGHTS OF
SERIES A JUNIOR PARTICIPATING PREFERRED STOCK


 


of


 


CLASSMATES
MEDIA CORPORATION


 


Pursuant to
Section 151 of the General Corporation Law
  of the State of Delaware


 


We, the undersigned officers of Classmates
Media Corporation, a corporation organized and existing under the General
Corporation Law of the State of Delaware, in accordance with the provisions of
Section 103 thereof, DO HEREBY CERTIFY:


 


That pursuant to the authority conferred upon
the Board of Directors by the Amended and Restated Certificate of Incorporation
of the said Corporation, the said Board of Directors on                                    ,
2007, adopted the following resolution creating a series of
                   
shares of Preferred Stock designated as Series A Junior Participating Preferred
Stock:


 


RESOLVED, that pursuant to the authority
vested in the Board of Directors in accordance with the provisions of its
Amended and Restated Certificate of Incorporation, a series of Preferred Stock
of the Corporation be and it hereby is created, and that the designation and
amount thereof and the voting powers, preferences and relative, participating,
optional and other special rights of the shares of such series, and the
qualifications, limitations or restrictions thereof are as follows:


 


Section 1. Designation and Amount. The
shares of such series shall be designated as “Series A Junior Participating Preferred
Stock” and the number of shares constituting such series shall be               .


 


Section 2. Dividends and Distributions.


 


(A) 
Subject to the prior and superior rights of the holders of any shares of
any series of Preferred Stock ranking prior and superior to the shares of
Series A Junior Participating Preferred Stock with respect to dividends, the
holders of shares of Series A Junior 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 last 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 Junior Participating
Preferred Stock, in an amount per share (rounded to the nearest cent) equal to
the greater of (a) $1.00 or (b) subject to the provision for adjustment
hereinafter set forth, 1,000 


 


38

















 


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 Class A Common Stock,
par value $0.0001 per share (the “Class A  Common Stock”),
or Class B Common Stock, par value $0.0001 per share (the “Class B
Common Stock”
and, together with the Class A Common Stock, the “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 Junior
Participating Preferred Stock. In the event the Corporation shall at any time
after                                    ,
2007 (the “Rights
Declaration Date”) (i) declare any dividend on 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 amount to which holders of shares of Series A Junior
Participating Preferred Stock were entitled immediately prior to such event
under clause (b) of the preceding sentence shall be adjusted by multiplying
such amount by a fraction the numerator of which is the number of shares of
Common Stock outstanding immediately after such event and the denominator of
which is the number of shares of Common Stock that were outstanding immediately
prior to such event.


 


(B) 
The Corporation shall declare a dividend or distribution on the Series A
Junior 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 either class of Common Stock); provided
that in the event no dividend or distribution shall have been declared on the
Common Stock during the period between any Quarterly Dividend Payment Date and
the next subsequent Quarterly Dividend Payment Date, a dividend of $1.00 per
share on the Series A Junior Participating Preferred Stock shall nevertheless
be payable on such subsequent Quarterly Dividend Payment Date.


 


(C) 
Dividends shall begin to accrue and be cumulative on outstanding shares
of Series A Junior Participating Preferred Stock from the Quarterly Dividend
Payment Date next preceding the date of issue of such shares of Series A Junior
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
Junior 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 and be cumulative from such Quarterly Dividend
Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends
paid on the shares of Series A Junior 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 Junior
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.


 


39

















 


Section 3. Voting Rights. The holders
of shares of Series A Junior Participating Preferred Stock shall have the
following voting rights:


 


(A) 
Subject to the provision for adjustment hereinafter set forth, each
share of Series A Junior 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. In the event the Corporation shall at any time after the
Rights Declaration Date (i) declare any dividend on 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 number of votes per share to which holders of shares of Series A
Junior Participating Preferred Stock were entitled immediately prior to such
event shall be adjusted by multiplying such number by a fraction the numerator
of which is the number of shares of Common Stock outstanding immediately after
such event and the denominator of which is the number of shares of Common Stock
that were outstanding immediately prior to such event.


 


(B) 
Except as otherwise provided herein or by law, the holders of shares of
Series A Junior 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) (i) 
If at any time dividends on any Series A Junior Participating Preferred
Stock shall be in arrears in an amount equal to six (6) quarterly dividends
thereon, the occurrence of such contingency shall mark the beginning of a
period (herein called a “default
period”) which shall extend until such time when all accrued
and unpaid dividends for all previous quarterly dividend periods and for the
current quarterly dividend period on all shares of Series A Junior
Participating Preferred Stock then outstanding shall have been declared and
paid or set apart for payment. During each default period, all holders of
Preferred Stock (including holders of the Series A Junior Participating
Preferred Stock) with dividends in arrears in an amount equal to six (6)
quarterly dividends thereon, voting as a class, irrespective of series, shall
have the right to elect two (2) directors.


 


(ii)  During any default period,
such voting right of the holders of Series A Junior Participating Preferred
Stock may be exercised initially at a special meeting called pursuant to subparagraph
(iii) of this Section 3(C) or at any annual meeting of stockholders, and
thereafter at annual meetings of stockholders, provided that such voting right
shall not be exercised unless the holders of ten percent (10%) in number of
shares of Preferred Stock outstanding shall be present in person or by proxy. The
absence of a quorum of the holders of Common Stock shall not affect the
exercise by the holders of Preferred Stock of such voting right. At any meeting
at which the holders of Preferred Stock shall exercise such voting right
initially during an existing default period, they shall have the right, voting
as a class, to elect directors to fill such vacancies, if any, in the Board of
Directors as may then exist up to two (2) directors or, if such right is
exercised at an annual meeting, to elect two (2) directors. If the number which
may be so elected at any special meeting does not amount to the required
number, the holders of the Preferred Stock shall have the right to make such
increase in the number of directors as shall be necessary to permit the
election by them of the required number. After the holders of the Preferred
Stock shall have exercised their right 


 


40

















 


to elect directors in any default period and
during the continuance of such period, the number of directors shall not be
increased or decreased except by vote of the holders of Preferred Stock as
herein provided or pursuant to the rights of any equity securities ranking
senior to or pari passu with the Series A Junior
Participating Preferred Stock.


 


(iii)  Unless the holders of
Preferred Stock shall, during an existing default period, have previously
exercised their right to elect directors, the Board of Directors may order, or
any stockholder or stockholders owning in the aggregate not less than ten
percent (10%) of the total number of shares of Preferred Stock outstanding,
irrespective of series, may request, the calling of a special meeting of the
holders of Preferred Stock, which meeting shall thereupon be called by the Chairman
of the Board of Directors, the President, a Vice-President or the Secretary of
the Corporation. Notice of such meeting and of any annual meeting at which
holders of Preferred Stock are entitled to vote pursuant to this paragraph
(C)(iii) shall be given to each holder of record of Preferred Stock by mailing
a copy of such notice to him at his last address as the same appears on the
books of the Corporation. Such meeting shall be called for a time not earlier
than 20 days and not later than 60 days after such order or request or in
default of the calling of such meeting within 60 days after such order or
request, such meeting may be called on similar notice by any stockholder or
stockholders owning in the aggregate not less than ten percent (10%) of the
total number of shares of Preferred Stock outstanding. Notwithstanding the
provisions of this Paragraph (C)(iii), no such special meeting shall be called
during the period within 60 days immediately preceding the date fixed for the
next annual meeting of the stockholders.


 


(iv)  In any default period, the
holders of Common Stock, and other classes of stock of the Corporation if
applicable, shall continue to be entitled to elect the whole number of
directors until the holders of Preferred Stock shall have exercised their right
to elect two (2) directors voting as a class, after the exercise of which right
(x) the directors so elected by the holders of Preferred Stock shall continue
in office until their successors shall have been elected by such holders or
until the expiration of the default period, and (y) any vacancy in the Board of
Directors may (except as provided in paragraph (C)(ii) of this Section 3) be
filled by vote of a majority of the remaining directors theretofore elected by
the holders of the class of stock which elected the director whose office shall
have become vacant. References in this Paragraph (C) to directors elected by
the holders of a particular class of stock shall include directors elected by
such directors to fill vacancies as provided in clause (y) of the foregoing
sentence.


 


(v)  Immediately upon the
expiration of a default period, (x) the right of the holders of Preferred Stock
as a class to elect directors shall cease, (y) the term of any directors
elected by the holders of Preferred Stock as a class shall terminate, and (z)
the number of directors shall be such number as may be provided for in the Amended
and Restated Certificate of Incorporation or Bylaws irrespective of any
increase made pursuant to the provisions of paragraph (C)(ii) 


 


41

















 


of this Section 3 (such number being subject,
however, to change thereafter in any manner provided by law or in the Amended
and Restated Certificate of Incorporation or Bylaws). Any vacancies in the
Board of Directors effected by the provisions of clauses (y) and (z) in the
preceding sentence may be filled by a majority of the remaining directors.


 


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


 


Section 4. Certain Restrictions.


 


(A) 
Whenever quarterly dividends or other dividends or distributions payable
on the Series A Junior Participating Preferred Stock as provided in Section 2
are in arrears, thereafter and until all accrued and unpaid dividends and
distributions, whether or not declared, on shares of Series A Junior
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 Junior 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 Junior Participating Preferred Stock, except dividends paid
ratably on the Series A Junior 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 Junior 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 Junior Participating Preferred Stock; or


 


(iv)  purchase or otherwise
acquire for consideration any shares of Series A Junior 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.


 


42

















 


(B) 
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
4, purchase or otherwise acquire such shares at such time and in such manner.


 


Section 5. Reacquired Shares. Any
shares of Series A Junior Participating Preferred Stock purchased or otherwise
acquired by the Corporation in any manner whatsoever shall be retired and
cancelled 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.


 


Section 6. Liquidation, Dissolution or
Winding Up. (A)  Upon any liquidation
(voluntary or otherwise), dissolution or winding up of the Corporation, no
distribution shall be made to the holders of shares of stock ranking junior
(either as to dividends or upon liquidation, dissolution or winding up) to the
Series A Junior Participating Preferred Stock unless, prior thereto, the
holders of shares of Series A Junior Participating Preferred Stock shall have
received an amount equal to $1,000 per share of Series A Participating
Preferred Stock, plus an amount equal to accrued and unpaid dividends and
distributions thereon, whether or not declared, to the date of such payment
(the “Series A
Liquidation Preference”). Following the payment of the full amount
of the Series A Liquidation Preference, no additional distributions shall be
made to the holders of shares of Series A Junior Participating Preferred Stock
unless, prior thereto, the holders of shares of Common Stock shall have
received an amount per share (the “Common Adjustment”) equal to the quotient obtained by
dividing (i) the Series A Liquidation Preference by (ii) 1,000 (as appropriately
adjusted as set forth in subparagraph (C) below to reflect such events as stock
splits, stock dividends and recapitalizations with respect to the Common Stock)
(such number in clause (ii), the “Adjustment Number”). Following the payment of the full
amount of the Series A Liquidation Preference and the Common Adjustment in
respect of all outstanding shares of Series A Junior Participating Preferred
Stock and Common Stock, respectively, holders of Series A Junior Participating
Preferred Stock and holders of shares of Common Stock shall receive their
ratable and proportionate share of the remaining assets to be distributed in
the ratio of the Adjustment Number to 1 with respect to such Preferred Stock
and Common Stock, on a per share basis, respectively.


 


(B)  In
the event, however, that there are not sufficient assets available to permit
payment in full of the Series A Liquidation Preference and the liquidation
preferences of all other series of Preferred Stock, if any, which rank on a
parity with the Series A Junior Participating Preferred Stock, then such
remaining assets shall be distributed ratably to the holders of such parity
shares in proportion to their respective liquidation preferences. In the event,
however, that there are not sufficient assets available to permit payment in
full of the Common Adjustment, then such remaining assets shall be distributed
ratably to the holders of Common Stock.


 


(C)  In
the event the Corporation shall at any time after the Rights Declaration Date
(i) declare any dividend on 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
Adjustment Number in effect immediately 


 


43

















 


prior to such
event shall be adjusted by multiplying such Adjustment Number by a fraction the
numerator of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the number of
shares of Common Stock that were outstanding immediately prior to such event.


 


Section 7. 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 for or
changed into other stock or securities, cash and/or any other property, then in
any such case the shares of Series A Junior Participating Preferred Stock shall
at the same time be similarly exchanged or changed in an amount per share
(subject to the provision for adjustment hereinafter set forth) 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. In the event the Corporation shall at any
time after the Rights Declaration Date (i) declare any dividend on 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 amount set forth in the preceding sentence with
respect to the exchange or change of shares of Series A Junior Participating
Preferred Stock shall be adjusted by multiplying such amount by a fraction the
numerator of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the number of
shares of Common Stock that were outstanding immediately prior to such event.


 


Section 8. No Redemption. The shares
of Series A Junior Participating Preferred Stock shall not be redeemable.


 


Section 9. Ranking. The Series A
Junior 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 10. Amendment. At any time
when any shares of Series A Junior Participating Preferred Stock are outstanding,
neither the Amended and Restated Certificate of Incorporation of the
Corporation nor this Certificate of Designation shall be amended in any manner
which would materially alter or change the powers, preferences or special
rights of the Series A Junior Participating Preferred Stock so as to affect
them adversely without the affirmative vote of the holders of a majority or
more of the outstanding shares of Series A Junior Participating Preferred
Stock, voting separately as a class.


 


Section 11. Fractional Shares. Series
A Junior 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 Junior Participating Preferred Stock.


 


44

















 


IN WITNESS WHEREOF, we have executed and
subscribed this Certificate and do affirm the foregoing as true under the
penalties of perjury this       day of              ,
2007.


 


 


	
   

  	
   

  	
   

  
	
   

  	
  Chairman of the Board of Directors

  	
   

  
	
   

  
	
  Attest:

  
	
   

  
	
   

  
	
   

  	
   

  
	
  Secretary

  
				



 


45

















 


EXHIBIT
B-1


 


Form of Class
A Rights Certificate


 


	
  Certificate No. R-

  	
                      Class
  A Rights

  



 


NOT
EXERCISABLE AFTER                                    ,
2017 UNLESS EXTENDED PRIOR THERETO BY THE BOARD OF DIRECTORS OR EARLIER IF
REDEEMED OR EXCHANGED BY THE COMPANY. THE CLASS A RIGHTS ARE SUBJECT TO
REDEMPTION, AT THE OPTION OF THE COMPANY, AT $0.01 PER RIGHT ON THE TERMS SET
FORTH IN THE RIGHTS AGREEMENT. UNDER CERTAIN CIRCUMSTANCES, CLASS A RIGHTS
BENEFICIALLY OWNED BY AN ACQUIRING PERSON (AS SUCH TERM IS DEFINED IN THE
RIGHTS AGREEMENT) AND ANY SUBSEQUENT HOLDER OF SUCH CLASS A RIGHTS MAY BECOME
NULL AND VOID. [THE CLASS A RIGHTS REPRESENTED BY THIS CLASS A 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 CLASS A RIGHTS
CERTIFICATE AND THE CLASS A RIGHTS REPRESENTED HEREBY MAY BECOME NULL AND VOID
IN THE CIRCUMSTANCES SPECIFIED IN SECTION 7(e) OF THE RIGHTS AGREEMENT.](2)


 






(2)   The
Portion of the legend in brackets shall be inserted only if applicable and
shall replace the preceding sentence.


 


Class A Rights
Certificate


 


CLASSMATES
MEDIA CORPORATION


 


This certifies that                                    ,
or registered assigns, is the registered owner of the number of Class A 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                                    ,
2007 (the “Rights
Agreement”), between Classmates Media Corporation, a Delaware
corporation (the “Company”),
and American Stock Transfer & Trust Company, a New York corporation (the “Rights Agent”),
to purchase from the Company at any time prior to 5:00 p.m. (New York City time)
on                                    ,
2017 (unless such date is extended prior thereto by the Board of Directors) at
the office or offices of the Rights Agent designated for such purpose, or its
successors as Rights Agent, one one-thousandth of a fully paid, non-assessable
share of Series A Junior Participating Preferred Stock (the “Preferred Stock”)
of the Company, at a purchase price of $         
per one one-thousandth of a share (the “Purchase Price”), upon
presentation and surrender of this Class A Rights Certificate with the Form of
Election to Purchase and related Certificate duly executed. The number of Class
A Rights evidenced by this Class A Rights Certificate (and the number of shares
which may be purchased upon exercise thereof) set forth above, and the Purchase
Price per share set forth above, are the number and Purchase Price as of                                    ,
2007, based on the Preferred Stock as constituted at such date. The Company
reserves the right to require prior to 


 


 


46

















 


the occurrence
of a Triggering Event (as such term is defined in the Rights Agreement) that a
number of Class A Rights be exercised so that only whole shares of Preferred
Stock will be issued.


 


Upon the occurrence of a Section 11(a)(ii)
Event (as such term is defined in the Rights Agreement), if the Class A Rights
evidenced by this Class A Rights Certificate are beneficially owned by (i) an
Acquiring Person or an Affiliate or Associate of any such Acquiring Person (as
such terms are defined in the Rights Agreement), (ii) a transferee of any such
Acquiring Person, Associate or Affiliate, or (iii) under certain circumstances
specified in the Rights Agreement, a transferee of a person who, after such
transfer, became an Acquiring Person, or an Affiliate or Associate of an
Acquiring Person, such Class A Rights shall become null and void and no holder
hereof shall have any right with respect to such Class A Rights from and after
the occurrence of such Section 11(a)(ii) Event.


 


As provided in the Rights Agreement, the
Purchase Price and the number and kind of shares of Preferred Stock or other
securities, which may be purchased upon the exercise of the Class A Rights
evidenced by this Class A Rights Certificate are subject to modification and
adjustment upon the happening of certain events, including Triggering Events.


 


This Class A 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, the holders
of the Class A Rights Certificates and the holders of the Class B Rights
Certificates (as such term is defined in the Rights Agreement), which
limitations of rights include the temporary suspension of the exercisability of
such Class A Rights under the specific circumstances set forth in the Rights
Agreement. Copies of the Rights Agreement are on file at the above-mentioned
office of the Rights Agent and are also available upon written request to the
Rights Agent.


 


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


 


Subject to the provisions of the Rights
Agreement, the Class A Rights evidenced by this Class A Rights Certificate may
be redeemed by the Company at its option at a redemption price of $0.01 per Class
A Right at any time prior to the earlier of the close of business on (i) the
tenth Business Day following the Stock Acquisition Date (as such time period
may be extended pursuant to the Rights Agreement), and (ii) the Final
Expiration Date. In addition, under certain circumstances following the Stock
Acquisition Date, the Class A Rights may be exchanged, in whole or in part, for
shares of Class A Common Stock, or shares of 


 


47

















 


preferred
stock of the Company having essentially the same value or economic rights as
such shares. Immediately upon the action of the Board of Directors of the
Company authorizing any such exchange, and without any further action or any
notice, the Class A Rights (other than Class A Rights which are not subject to
such exchange) will terminate and the Class A Rights will only enable holders
to receive the shares issuable upon such exchange.


 


No fractional shares of Preferred Stock will
be issued upon the exercise of any Class A Right or Class A Rights evidenced
hereby (other than fractions which are integral multiples of one one-thousandth
of a share of Preferred Stock, which may, at the election of the Company, be
evidenced by depositary receipts), but in lieu thereof a cash payment will be
made, as provided in the Rights Agreement. The Company, at its election, may
require that a number of Class A Rights be exercised so that only whole shares
of Preferred Stock would be issued.


 


No holder of this Class A Rights Certificate
shall be entitled to vote or receive dividends or be deemed for any purpose the
holder of shares of Preferred Stock 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 consent to or withhold consent
from 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 Class A Right
or Class A Rights evidenced by this Class A Rights Certificate shall have been
exercised as provided in the Rights Agreement.


 


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


 


48

















 


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


 


Dated as of ___________________


 


 


	
  ATTEST:

  	
   

  	
  CLASSMATES MEDIA CORPORATION

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By

  	
   

  	
   

  
	
  Secretary

  	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Countersigned:

   

  AMERICAN STOCK TRANSFER & TRUST

  COMPANY

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Authorized Signature

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
								



 


49














 


FORM OF
ASSIGNMENT


 


(To be
executed by the registered holder if such

holder desires to transfer the Class A Rights Certificate.)


 


	
   

  	
  FOR VALUE RECEIVED

  	
   

  



 


	
  hereby sells, assigns and transfers unto

  	
   

  



(Please print name and address of transferee)


 


	
   

  	
   

  



 


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


 


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Signature

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Signature(s)
  must be guaranteed by an

  “eligible guarantor institution” meeting the

  requirements of the Note Registrar, which

  requirements include membership or

  participation in the Security Transfer Agent

  Medallion Program (“STAMP”) or such

  other “signature guarantee program” as may

  be determined by the Note Registrar in

  addition to, or in substitution for, STAMP,

  all in accordance with the Securities

  Exchange Act of 1934, as amended.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Signature
  Guarantee

  



 


50

















 


CERTIFICATE


 


The undersigned hereby certifies by checking
the appropriate boxes that:


 


(1) 
this Class A 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 Acquiring
Person (as such terms are defined pursuant to the Rights Agreement);


 


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


 


 


	
  Dated: 

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Signature

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signature(s)
  must be guaranteed by an

  “eligible guarantor institution” meeting the

  requirements of the Note Registrar, which

  requirements include membership or

  participation in the Security Transfer Agent

  Medallion Program (“STAMP”) or such

  other “signature guarantee program” as may

  be determined by the Note Registrar in

  addition to, or in substitution for, STAMP,

  all in accordance with the Securities

  Exchange Act of 1934, as amended.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signature
  Guarantee

  
							



 


51

















 


NOTICE


 


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


 


52

















 


FORM OF
ELECTION TO PURCHASE


 


To: 
CLASSMATES MEDIA CORPORATION:


 


The undersigned hereby irrevocably elects to
exercise                     
Class A Rights represented by this Class A Rights Certificate to purchase the
shares of Preferred Stock issuable upon the exercise of the Class A Rights (or
such other securities of the Company or of any other person which may be
issuable upon the exercise of the Class A Rights) and requests that
certificates for such shares be issued in the name of and delivered to:


 


Please insert social security

or other identifying number


 


	
   

  	
   

  
	
  (Please print name and address)

  
	
   

  	
   

  
	
   

  	
   

  



 


 


If such number of Class A Rights shall not be
all the Class A Rights evidenced by this Class A Rights Certificate, a new
Class A Rights Certificate for the balance of such Class A 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

  



 


53

















 


	
   

  	
  Signature(s)
  must be guaranteed by an

  “eligible guarantor institution” meeting the

  requirements of the Note Registrar, which

  requirements include membership or

  participation in the Security Transfer Agent

  Medallion Program (“STAMP”) or such

  other “signature guarantee program” as may

  be determined by the Note Registrar in

  addition to, or in substitution for, STAMP,

  all in accordance with the Securities

  Exchange Act of 1934, as amended.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Signature
  Guarantee

  



 


54

















 


CERTIFICATE


 


The undersigned hereby certifies by checking
the appropriate boxes that:


 


(1) 
the Class A Rights evidenced by this Class A 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 Acquiring Person (as such terms are defined pursuant to the Rights
Agreement);


 


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


 


 


	
  Dated: 

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signature

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signature(s)
  must be guaranteed by an

  “eligible guarantor institution” meeting the

  requirements of the Note Registrar, which

  requirements include membership or

  participation in the Security Transfer Agent

  Medallion Program (“STAMP”) or such other

  “signature guarantee program” as may be

  determined by the Note Registrar in addition

  to, or in substitution for, STAMP, all in

  accordance with the Securities Exchange Act

  of 1934, as amended.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signature
  Guarantee

  
						



 


55

















 


NOTICE


 


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


 


56

















 


EXHIBIT
B-2


 


Form of Class
B Rights Certificate


 


	
  Certificate No. R-

  	
                              Class
  B Rights

  



 


NOT
EXERCISABLE AFTER                                    ,
2017 UNLESS EXTENDED PRIOR THERETO BY THE BOARD OF DIRECTORS OR EARLIER IF
REDEEMED OR EXCHANGED BY THE COMPANY. 
THE CLASS B RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF THE
COMPANY, AT $0.01 PER RIGHT ON THE TERMS SET FORTH IN THE RIGHTS
AGREEMENT.  UNDER CERTAIN CIRCUMSTANCES,
CLASS B RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON (AS SUCH TERM IS
DEFINED IN THE RIGHTS AGREEMENT) AND ANY SUBSEQUENT HOLDER OF SUCH CLASS B
RIGHTS MAY BECOME NULL AND VOID.  [THE
CLASS B RIGHTS REPRESENTED BY THIS CLASS B 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 CLASS
B RIGHTS CERTIFICATE AND THE CLASS B RIGHTS REPRESENTED HEREBY MAY BECOME NULL
AND VOID IN THE CIRCUMSTANCES SPECIFIED IN SECTION 7(e) OF THE RIGHTS
AGREEMENT.](3)


 


Class B Rights
Certificate


 


CLASSMATES
MEDIA CORPORATION


 


This certifies that                                    ,
or registered assigns, is the registered owner of the number of Class B 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                                    ,
2007 (the “Rights
Agreement”), between Classmates Media Corporation, a Delaware
corporation (the “Company”),
and American Stock Transfer & Trust Company, a New York corporation (the “Rights Agent”),
to purchase from the Company at any time prior to 5:00 p.m. (New York City
time) on                                    ,
2017 (unless such date is extended prior thereto by the Board of Directors) at
the office or offices of the Rights Agent designated for such purpose, or its successors
as Rights Agent, one one-thousandth of a fully paid, non-assessable share of
Series A Junior Participating Preferred Stock (the “Preferred Stock”) of the
Company, at a purchase price of $         
per one one-thousandth of a share (the “Purchase Price”), upon
presentation and surrender of this Class B Rights Certificate with the Form of
Election to Purchase and related Certificate duly executed.  The number of Class B Rights evidenced by
this Class B Rights Certificate (and the number of shares which may be
purchased upon exercise thereof) set forth above, and the Purchase Price per
share set forth above, are the number and Purchase Price as of                                    ,
2007, based on the Preferred Stock as constituted at such date.  The Company reserves the right to require
prior to 


 






(3)           The portion of the legend in brackets shall
be inserted only if applicable and shall replace the preceding sentence.


 


57

















 


the occurrence of a Triggering Event (as such
term is defined in the Rights Agreement) that a number of Class B Rights be
exercised so that only whole shares of Preferred Stock will be issued.


 


Upon the occurrence of a Section 11(a)(ii)
Event (as such term is defined in the Rights Agreement), if the Class B Rights
evidenced by this Class B Rights Certificate are beneficially owned by (i) an
Acquiring Person or an Affiliate or Associate of any such Acquiring Person (as
such terms are defined in the Rights Agreement), (ii) a transferee of any such
Acquiring Person, Associate or Affiliate, or (iii) under certain circumstances
specified in the Rights Agreement, a transferee of a person who, after such
transfer, became an Acquiring Person, or an Affiliate or Associate of an
Acquiring Person, such Class B Rights shall become null and void and no holder
hereof shall have any right with respect to such Class B Rights from and after
the occurrence of such Section 11(a)(ii) Event.


 


As provided in the Rights Agreement, the
Purchase Price and the number and kind of shares of Preferred Stock or other
securities, which may be purchased upon the exercise of the Class B Rights
evidenced by this Class B Rights Certificate are subject to modification and
adjustment upon the happening of certain events, including Triggering Events.


 


This Class B 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, the holders
of the Class B Rights Certificates and the holders of the Class A Rights
Certificates (as such term is defined in the Rights Agreement), which
limitations of rights include the temporary suspension of the exercisability of
such Class B Rights under the specific circumstances set forth in the Rights
Agreement.  Copies of the Rights
Agreement are on file at the above-mentioned office of the Rights Agent and are
also available upon written request to the Rights Agent.


 


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


 


Subject to the provisions of the Rights
Agreement, the Class B Rights evidenced by this Class B Rights Certificate may
be redeemed by the Company at its option at a redemption price of $0.01 per
Class B Right at any time prior to the earlier of the close of business on (i)
the tenth Business Day following the Stock Acquisition Date (as such time
period may be extended pursuant to the Rights Agreement), and (ii) the Final
Expiration Date.  In addition, under
certain circumstances following the Stock Acquisition Date, the Class B Rights
may be exchanged, in whole or in part, for shares of Class B Common Stock, or
shares of preferred stock of the 


 


58

















 


Company having essentially the same value or
economic rights as such shares. 
Immediately upon the action of the Board of Directors of the Company
authorizing any such exchange, and without any further action or any notice,
the Class B Rights (other than Class B Rights which are not subject to such
exchange) will terminate and the Class B Rights will only enable holders to
receive the shares issuable upon such exchange.


 


No fractional shares of Preferred Stock will
be issued upon the exercise of any Class B Right or Class B Rights evidenced
hereby (other than fractions which are integral multiples of one one-thousandth
of a share of Preferred Stock, which may, at the election of the Company, be
evidenced by depositary receipts), but in lieu thereof a cash payment will be
made, as provided in the Rights Agreement. 
The Company, at its election, may require that a number of Class B
Rights be exercised so that only whole shares of Preferred Stock would be
issued.


 


No holder of this Class B Rights Certificate
shall be entitled to vote or receive dividends or be deemed for any purpose the
holder of shares of Preferred Stock 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 consent to or withhold consent
from 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 Class B Right
or Class B Rights evidenced by this Class B Rights Certificate shall have been
exercised as provided in the Rights Agreement.


 


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


 


59

















 


 


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


 


 


	
  Dated as of

  	
   

  	
   

  



 


 


	
  ATTEST:

  	
   

  	
  CLASSMATES MEDIA CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
   

  	
   

  
	
  Secretary

  	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Countersigned:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  AMERICAN STOCK TRANSFER & TRUST

  COMPANY

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By

  	
   

  	
   

  	
   

  
	
  Authorized Signature

  	
   

  	
   

  
						



 


60

















 


FORM OF
ASSIGNMENT


 


(To be
executed by the registered holder if such

holder desires to transfer the Class B Rights Certificate.)


 


	
   

  	
  FOR VALUE RECEIVED

  	
   

  



 


	
  hereby sells, assigns and transfers unto

  	
   

  



(Please print name and address of transferee)


	
   

  	
   

  



 


 


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


 


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Signature

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Signature(s) must be guaranteed by an

  “eligible guarantor institution” meeting the

  requirements of the Note Registrar, which

  requirements include membership or

  participation in the Security Transfer Agent

  Medallion Program (“STAMP”) or such

  other “signature guarantee program” as may

  be determined by the Note Registrar in

  addition to, or in substitution for, STAMP,

  all in accordance with the Securities

  Exchange Act of 1934, as amended.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Signature Guarantee

  



 


61

















 


CERTIFICATE


 


The undersigned hereby certifies by checking
the appropriate boxes that:


 


(1) 
this Class B 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 Acquiring Person (as such terms are defined
pursuant to the Rights Agreement);


 


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


 


 


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Signature

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Signature(s) must be guaranteed by an

  “eligible guarantor institution” meeting the

  requirements of the Note Registrar, which

  requirements include membership or

  participation in the Security Transfer Agent

  Medallion Program (“STAMP”) or such

  other “signature guarantee program” as may

  be determined by the Note Registrar in

  addition to, or in substitution for, STAMP,

  all in accordance with the Securities

  Exchange Act of 1934, as amended.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Signature Guarantee

  



 


62

















 


NOTICE


 


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


 


63

















 


FORM OF
ELECTION TO PURCHASE


 


To: 
CLASSMATES MEDIA CORPORATION:


 


The undersigned hereby irrevocably elects to
exercise                      Class
B Rights represented by this Class B Rights Certificate to purchase the shares
of Preferred Stock issuable upon the exercise of the Class B Rights (or such
other securities of the Company or of any other person which may be issuable
upon the exercise of the Class B Rights) and requests that certificates for
such shares be issued in the name of and delivered to:


 


Please insert social security

or other identifying number


 


	
   

  	
   

  
	
  (Please print name and address)

  
	
   

  	
   

  



 


 


 


 


If such number of Class B Rights shall not be
all the Class B Rights evidenced by this Class B Rights Certificate, a new
Class B Rights Certificate for the balance of such Class B 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

  



 


64

















 


	
   

  	
  Signature(s) must be guaranteed by an

  “eligible guarantor institution” meeting the

  requirements of the Note Registrar, which

  requirements include membership or

  participation in the Security Transfer Agent

  Medallion Program (“STAMP”) or such

  other “signature guarantee program” as may

  be determined by the Note Registrar in

  addition to, or in substitution for, STAMP,

  all in accordance with the Securities

  Exchange Act of 1934, as amended.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Signature Guarantee

  



 


65

















 


CERTIFICATE


 


The undersigned hereby certifies by checking
the appropriate boxes that:


 


(1) 
the Class B Rights evidenced by this Class B 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 Acquiring Person (as
such terms are defined pursuant to the Rights Agreement);


 


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


 


 


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Signature

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Signature(s) must be guaranteed by an

  “eligible guarantor institution” meeting the

  requirements of the Note Registrar, which

  requirements include membership or

  participation in the Security Transfer Agent

  Medallion Program (“STAMP”) or such other

  “signature guarantee program” as may be

  determined by the Note Registrar in addition

  to, or in substitution for, STAMP, all in

  accordance with the Securities Exchange Act

  of 1934, as amended.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Signature Guarantee

  



 


66

















 


NOTICE


 


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


 


67

















 


EXHIBIT C


 


SUMMARY OF
RIGHTS TO PURCHASE


 


PREFERRED
STOCK


 


On
                                   ,
2007, the Board of Directors of Classmates Media Corporation (the “Company”)
declared a dividend distribution of one Class A Right for each outstanding
share of Class A Common Stock and one Class B Right for each outstanding share
of Class B Common Stock to stockholders of record at the close of business on
                                   ,
2007 (the “Record
Date”) and authorized the issuance of one Class A Right and one
Class B Right (the Class A Rights and the Class B Rights, together, the “Rights”)
for each share of Class A Common Stock and Class B Common Stock (the Class A
Common Stock and the Class B Common Stock, together, the “Common Stock”),
respectively, issued after the Record Date. 
Each Right entitles the registered holder to purchase from the Company a
unit consisting of one one-thousandth of a share (a “Unit”) of Series A Junior
Participating Preferred Stock, par value $0.00001 per share (the “Series A Preferred
Stock”) at a Purchase Price of
$       per Unit, subject to
adjustment.  The description and terms of
the Rights are set forth in a Rights Agreement (the “Rights Agreement”) between the
Company and American Stock Transfer & Trust Company, as Rights Agent.


 


Initially, the Rights will be attached to all
Common Stock certificates representing shares then outstanding, and no separate
Class A Rights Certificates or Class B Rights Certificates (the Class A Rights
Certificates and the Class B Rights Certificates, together, the “Rights Certificates”)
will be distributed.  Subject to certain
exceptions specified in the Rights Agreement, the Rights will separate from the
Common Stock and a Distribution Date will occur upon the earlier of (i) 10
business days following a public announcement that a person or group of
affiliated or associated persons (an “Acquiring Person”) (but
excluding United Online, Inc. and its affiliates) has acquired beneficial
ownership of 15% or more of the shares of Class A Common Stock then
outstanding, 15% or more of the shares of Class B Common Stock then outstanding
or any combination of shares of Class A Common Stock and shares of Class B
Common Stock representing 15% or more of the shares of Common Stock then
outstanding (the “Stock
Acquisition Date”), other than as a result of repurchases of stock
by the Company or certain inadvertent actions by institutional or certain other
stockholders or (ii) 10 business days (or such later date as the Board of
Directors shall determine) following the commencement of a tender offer or
exchange offer that would result in a person or group becoming an Acquiring
Person.  Until the Distribution Date, (i)
the Rights will be evidenced by the Common Stock certificates and will be
transferred with and only with such Common Stock certificates, (ii) new Common
Stock certificates issued after the Record Date will contain a notation
incorporating the Rights Agreement by reference and (iii) the surrender for
transfer of any certificates for Common Stock outstanding will also constitute
the transfer of the Rights associated with the Common Stock represented by such
certificates.  Pursuant to the Rights
Agreement, the Company reserves the right to require prior to the occurrence of
a Triggering Event (as defined below) that, upon any exercise of Rights, a
number of Rights be exercised so that only whole shares of Preferred Stock will
be issued.


 


68

















 


The Rights are not exercisable until the
Distribution Date and will expire at 5:00 p.m. (New York City time) on
                                   ,  2017, unless such date is extended or the
Rights are earlier redeemed or exchanged by the Company as described below.


 


As soon as practicable after the Distribution
Date, Class A Rights Certificates will be mailed to holders of record of the
Class A Common Stock and Class B Rights Certificates will be mailed to holders
of record of the Class B Common Stock, in each case, as of the close of
business on the Distribution Date and, thereafter, the separate Class A Rights
Certificates and Class B Rights Certificates alone will represent the Class A
Rights and Class B Rights, respectively. 
Except as otherwise determined by the Board of Directors, only shares of
Common Stock issued prior to the Distribution Date will be issued with Rights.


 


In the event that a Person becomes an
Acquiring Person, each holder of a Class A Right and a Class B Right,
respectively, will thereafter have the right to receive, upon exercise, Class A
Common Stock and Class B Common Stock, respectively (or, in certain
circumstances, cash, property or other securities of the Company) having a
value equal to two times the exercise price of the Right.  Notwithstanding any of the foregoing,
following the occurrence of the event set forth in this paragraph, all Rights that
are, or (under certain circumstances specified in the Rights Agreement) were,
beneficially owned by any Acquiring Person will be null and void.  However, Rights are not exercisable following
the occurrence of the event set forth above until such time as the Rights are
no longer redeemable by the Company as set forth below.


 


For example, at an exercise price of $100 per
Right, each Class A Right not owned by an Acquiring Person (or by certain
related parties) following an event set forth in the preceding paragraph would
entitle its holder to purchase $200 worth of Class A Common Stock (or other
consideration, as noted above) for $100. 
Assuming that the Class A Common Stock had a per share value of $50 at
such time, the holder of each valid Class A Right would be entitled to purchase
four (4) shares of Class A Common Stock for $100.  A similar example would apply with respect to
Class B Rights.


 


In the event that, at any time following the
Stock Acquisition Date, (i) the Company engages in a merger or other business
combination transaction in which the Company is not the surviving corporation,
(ii) the Company engages in a merger or other business combination transaction
in which the Company is the surviving corporation and the Common Stock of the
Company is changed or exchanged, or (iii) 50% or more of the Company’s assets,
cash flow or earning power is sold or transferred, each holder of a Right
(except Rights which have previously been voided as set forth above) shall
thereafter have the right to receive, upon exercise, common stock of the acquiring
company having a value equal to two times the exercise price of the Right.  The events set forth in this paragraph and in
the second preceding paragraph are referred to as the “Triggering Events.”


 


At any time after a person becomes an
Acquiring Person and prior to the acquisition by such person or group of fifty
percent (50%) or more of the outstanding Common Stock, the Board of Directors
may exchange the Rights (other than Rights owned by such person or group which
have become void), in whole or in part, at an exchange ratio of one share of
Common Stock, or one one-thousandth of a share of Preferred Stock (or of a
share of a class or


 


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series of the Company’s preferred stock
having equivalent rights, preferences and privileges), per Right (subject to
adjustment).


 


The Purchase Price payable, and the number of
Units of Preferred Stock or other securities or property issuable, upon
exercise of the Rights are subject to adjustment from time to time to prevent
dilution (i) in the event of a stock dividend on, or a subdivision, combination
or reclassification of, the Preferred Stock, (ii) if holders of the Preferred
Stock are granted certain rights or warrants to subscribe for Preferred Stock
or convertible securities at less than the current market price of the
Preferred Stock, or (iii) upon the distribution to holders of the Preferred
Stock of evidences of indebtedness or assets (excluding regular quarterly cash
dividends) or of subscription rights or warrants (other than those referred to
above).


 


With certain exceptions, no adjustment in the
Purchase Price will be required until cumulative adjustments amount to at least
1% of the Purchase Price.  No fractional
Units will be issued and, in lieu thereof, an adjustment in cash will be made
based on the market price of the Preferred Stock on the last trading date prior
to the date of exercise.


 


At any time until ten business days following
the Stock Acquisition Date, the Company may redeem the Rights in whole, but not
in part, at a price of $0.01 per Right (payable in cash, the class of Common
Stock for which a Right is exercisable or other consideration deemed
appropriate by the Board of Directors). 
Immediately upon the action of the Board of Directors ordering
redemption of the Rights, the Rights will terminate and the only right of the
holders of Rights will be to receive the $0.01 redemption price.


 


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


 


Any of the provisions of the Rights Agreement
may be amended by the Board of Directors prior to the Distribution Date.  After the Distribution Date, the provisions
of the Rights Agreement may be amended by the Board of Directors in order to
cure any ambiguity, to make changes which do not adversely affect the interests
of holders of Rights, or to shorten or lengthen any time period under the
Rights Agreement.  The foregoing
notwithstanding, no amendment may be made at such time as the Rights are not
redeemable.


 


A copy of the Rights Agreement has been filed
with the Securities and Exchange Commission as Exhibit 4.2 to the Company’s
Registration Statement on Form S-1 (File No. 333-145397).  A copy of the Rights Agreement is available
free of charge from the Rights Agent. 
This summary description of the Rights does not purport to be complete
and is qualified in its entirety by reference to the Rights Agreement, which is
incorporated herein by reference.


 


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