EX-4.2






Exhibit 4.2




STOCKHOLDERS RIGHTS AGREEMENT




     This Stockholders Rights Agreement (this “Rights Agreement”) is made and entered into as of
October 6, 2008, by and between Navios Maritime Holdings Inc., a Marshall Islands corporation (the
“Company”), and Continental Stock Transfer & Trust Company, as Rights Agent (the “Rights Agent”).



     WHEREAS, the Board of Directors of the Company (the “Board”) has (a) authorized and declared a
dividend of one right (the “Right”) for each share of the Company’s common stock, par value U.S.
$.0001 per share (the “Common Stock”) held of record as of the Close of Business (as hereinafter
defined) on October 16, 2008 (the “Record Date”) and (b) has further authorized the issuance of one
Right in respect of each share of Common Stock that shall become outstanding (i) at any time
between the Record Date and the earliest of the Distribution Date, the Redemption Date or the Final
Expiration Date (as such terms are hereinafter defined) or (ii) upon the exercise or conversion,
prior to the earlier of the Redemption Date or the Final Expiration Date, of any option or other
security exercisable for or convertible into shares of Common Stock, which option or other such
security is outstanding on the Distribution Date; and



     WHEREAS, each Right represents the right of the holder thereof to purchase one one-thousandth
of a share of Preferred Stock (as such number may hereafter be adjusted pursuant to the provisions
hereof), upon the terms and subject to the conditions set forth herein, having the rights,
preferences and privileges set forth in the Certificate of Designations of Preferred Stock,
attached hereto as Exhibit A.



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



     1. Certain Definitions.



     “Acquiring Person” shall mean any Person, other than Angeliki Frangou and entities and Persons
affiliated or related to her, 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 Common Stock then
outstanding, but shall not include the Company and any Subsidiary of the Company, in each case
including, without limitation, the officers and board of directors thereof acting in their
fiduciary capacity, or any employee benefit plan of the Company or of any Subsidiary of the Company
or any entity or trustee holding shares of capital stock of the Company for or pursuant to the
terms of any such plan, or for the purpose of funding other employee benefits for employees of the
Company or any Subsidiary of the Company. Notwithstanding the foregoing, no Person shall be deemed
to be an Acquiring Person as the result of an acquisition of shares of Common Stock by the Company
which, by reducing the number of shares outstanding, increases the proportionate number of shares
beneficially owned by such Person to 15% or more of the shares of Common Stock of the Company then
outstanding; provided, however, that a Person who (i) becomes the Beneficial Owner of 15% or more
of the shares of Common Stock of the Company then outstanding by reason of share purchases by the
Company and (ii) then after such share purchases by the Company, becomes the Beneficial Owner of
any additional shares of Common Stock of the Company (other than pursuant to a dividend or
distribution paid or made by the Company on the outstanding shares of Common Stock in shares of
Common Stock or pursuant



 









 




to a split or subdivision of the outstanding shares of Common Stock), such Person shall be deemed
to be an Acquiring Person unless upon becoming the Beneficial Owner of such additional shares of
Common Stock of the Company such Person does not beneficially own 15% or more of the shares of
Common Stock of the Company then outstanding. Notwithstanding the foregoing: (i) if the Company’s
Board of Directors determines in good faith that a Person who would otherwise be an “Acquiring
Person,” as defined herein, has become such inadvertently (including, without limitation, because
(A) such Person was unaware that it beneficially owned a percentage of the shares of Common Stock
that would otherwise cause such Person to be an “Acquiring Person,” as defined herein, or (B) such
Person was aware of the extent of the shares of Common Stock it beneficially owned but had no
actual knowledge of the consequences of such beneficial ownership under this Agreement) and without
any intention of changing or influencing control of the Company, and if such Person divested or
divests as promptly as practicable a sufficient number of shares of Common Stock so that such
Person would no longer be an “Acquiring Person,” as defined herein, then such Person shall not be
deemed to be or to have become an “Acquiring Person” for any purposes of this Agreement; and (ii)
if, as of the date hereof, any Person is the Beneficial Owner of 10% or more of the shares of
Common Stock outstanding, such Person shall not be or become an “Acquiring Person,” as defined
herein, unless and until such time after the date of the first public announcement of the adoption
of this Agreement, as such Person shall, without the approval of the Board of Directors of the
Company, become the Beneficial Owner of such number of additional shares of Common Stock that would
cause such Person to own 20% or more of the Company’s outstanding common stock, excluding
securities received pursuant to a grant under a Company equity incentive plan, a dividend or
distribution paid or made by the Company on the outstanding shares of Common Stock in shares of
Common Stock or pursuant to a split or subdivision of the outstanding shares of Common Stock,
unless, upon becoming the Beneficial Owner of such additional shares of Common Stock, such Person
is not then the Beneficial Owner of 20% or more of the shares of Common Stock then outstanding.
For purposes of calculating the percentage of ownership of any Person, the number of shares of
unissued Common Stock underlying options, warrants or convertible or exchangeable securities
beneficially owned by such Person at the time of such calculation and included in such Person’s
ownership shall be deemed to be outstanding.



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



     “Affiliate” and “Associate” shall have the respective meanings ascribed to such terms in Rule
12b-2 of the General Rules and Regulations under the “Exchange Act” as hereinafter defined, as in
effect on the date of this Agreement.



     A Person shall be deemed the “Beneficial Owner” of and shall be deemed to “Beneficially Own”
any securities:




	 	(i)	 	which such Person or any of such Person’s Affiliates or Associates beneficially
owns, directly or indirectly, for purposes of Section 13(d) of the Exchange Act and
Rule 13d-3 thereunder (or any comparable or successor law or regulation);
	 
	 	(ii)	 	which such Person or any of such Person’s Affiliates or Associates has (A) the
right to acquire (whether such right is exercisable immediately or only after the
passage of time) pursuant to any agreement, arrangement or understanding (other





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	 	 	 	than customary agreements with and between underwriters and selling group members
with respect to a bona fide public offering of securities), or upon the exercise of
conversion rights, exchange rights, rights (other than the Rights), warrants or
options, or otherwise; provided, however, that a Person shall not be deemed pursuant
to this subsection (ii)(A) or subsection (iv) below to be the Beneficial Owner of,
or to beneficially own, (1) securities tendered pursuant to a tender or exchange
offer made by or on behalf of such Person or any of such Person’s Affiliates or
Associates until such tendered securities are accepted for purchase or exchange, or
(2) securities which a Person or any of such Person’s Affiliates or Associates may
be deemed to have the right to acquire pursuant to any merger or other acquisition
agreement between the Company and such Person (or one or more of its Affiliates or
Associates) if such agreement has been approved by the Board of Directors of the
Company prior to there being an Acquiring Person; or (B) the right to vote pursuant
to any agreement, arrangement or understanding; provided, however, that a Person
shall not be deemed the Beneficial Owner of, or to beneficially own, any security
under this subsection (ii)(B) if the agreement, arrangement or understanding to vote
such security (1) arises solely from a revocable proxy or consent given to such
Person in response to a public proxy or consent solicitation made pursuant to, and
in accordance with, the applicable rules and regulations of the Exchange Act and (2)
is not also then reportable on Schedule 13D under the Exchange Act (or any
comparable or successor report);
	 
	 	(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 (other than customary agreements with and between underwriters and
selling group members with respect to a bona fide public offering of securities) for
the purpose of acquiring, holding, voting (except to the extent contemplated by the
proviso to subsection (ii)(B) above) or disposing of any securities of the Company;
provided, however, that in no case shall an officer or director of the Company be
deemed (x) the Beneficial Owner of any securities beneficially owned by another officer
or director of the Company solely by reason of actions undertaken by such persons in
their capacity as officers or directors of the Company or (y) the Beneficial Owner of
securities held of record by the trustee of any employee benefit plan of the Company or
any Subsidiary of the Company for the benefit of any employee of the Company or any
Subsidiary of the Company, other than the officer or director, by reason of any
influence that such officer or director may have over the voting of the securities held
in the plan; or
	 
	 	(iv)	 	in respect of which such Person or any of such Person’s Affiliates or
Associates has a Synthetic Long Position (as hereinafter defined); provided, however,
that a Person will not be deemed the Beneficial Owner of, or to beneficially own, any
security if such beneficial ownership arises solely as a result of such Person’s status
as a “clearing agency,” as defined in Section 3(a)(23) of the Exchange Act; provided
further, however, that nothing in this Section 1 will cause a Person





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	 	 	 	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 an underwriting syndicate until the expiration of 40 calendar days
after the date of such acquisition, or such later date as the Board of Directors of
the Company may determine in any specific case; provided further, however, that no
Person who is an officer, director or employee of an entity affiliated or related to
Angeliki Frangou shall be deemed, solely by reason of such Person’s status or
authority as such, to be the Beneficial Owner of, or to beneficially own any
securities that are Beneficially Owned, including, without limitation, in a
fiduciary capacity, by a Person or entity affiliated or related to Angeliki Frangou
or by any other such officer, director or employee of an entity affiliated or
related to Angeliki Frangou.





     “Business Day” shall mean any day other than a Saturday, Sunday or a day on which the New York
Stock Exchange is authorized or obligated by law or executive order to close.



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



     “Common Stock” shall have the meaning set forth in the preamble. Common Stock when used with
reference to any Person other than the Company shall mean the capital stock (or equity interest)
with the greatest voting power of such other Person or, if such other Person is a Subsidiary of
another Person, the Person or Persons which ultimately control such first-mentioned Person.



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



     “Company” shall have the meaning set forth in the preamble, subject to the terms of Section
13(a)(iii)(c) hereof.



     “Current Per Share Market Price” of any security (a “Security” for purposes of this
definition), for all computations other than those made pursuant to Section 11(a)(iii) hereof,
shall mean the average of the daily closing prices per share of such Security for the thirty (30)
consecutive Trading Days immediately prior to such date, and for purposes of computations made
pursuant to Section 11(a)(iii) hereof, the Current Per Share Market Price of any Security on any
date shall be deemed to be the average of the daily closing prices per share of such Security for
the ten (10) consecutive Trading Days immediately prior to such date; provided, however, that in
the event that the Current Per Share Market Price of the Security is determined during a period
following the announcement by the issuer of such Security of (i) a dividend or distribution on such
Security payable in shares of such Security or securities convertible into such shares or (ii) any
subdivision, combination or reclassification of such Security, and prior to the expiration of the
applicable thirty (30) Trading Day or ten (10) Trading Day period, after the ex-dividend date for
such dividend or distribution, or the record date for such subdivision, combination or
reclassification, then, and in each such case, the Current Per Share Market Price shall be
appropriately adjusted to reflect the current market price per share equivalent of such Security.



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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 NYSE or, if the Security is not listed or admitted to
trading on NYSE, as reported in the principal consolidated transaction reporting system with
respect to securities listed on the principal national securities exchange on which the Security is
listed or admitted to trading or, if the Security is not listed or admitted to trading on any
national securities exchange, the last sale price or, if such last sale price is not reported, the
average of the high bid and low asked prices in the over-the-counter market, as reported by NYSE or
such other system then in use, or, if on any such date the Security is not quoted by any such
organization, the average of the closing bid and asked prices as furnished by a professional market
maker making a market in the Security selected by the Board of Directors of the Company. If on any
such date no market maker is making a market in the Security, the fair value of such shares on such
date as determined in good faith by the Board of Directors of the Company shall be used. If the
Preferred Shares are not publicly traded, the Current Per Share Market Price of the Preferred
Shares shall be conclusively deemed to be the Current Per Share Market Price of the shares of
Common Stock as determined pursuant to this definition, as appropriately adjusted to reflect any
stock split, stock dividend or similar transaction occurring after the date hereof, multiplied by
1000. If the Security is not publicly held or so listed or traded, Current Per Share Market Price
shall mean the fair value per share as determined in good faith by the Board of Directors of the
Company, whose determination shall be described in a statement filed with the Rights Agent and
shall be conclusive for all purposes.



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



     “Distribution Date” shall mean the earlier of (i) the Close of Business on the tenth day after
the Shares Acquisition Date (or, if the tenth day after the Shares Acquisition Date occurs before
the Record Date, the Close of Business on the Record Date) or (ii) the Close of Business on the
tenth Business Day (or such later date as may be determined by action of the Company’s Board of
Directors) after the date that a tender or exchange offer by any Person is first published or sent
or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the
Exchange Act, if, assuming the successful consummation thereof, such Person would be an Acquiring
Person.



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



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



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



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



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



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     “Final Expiration Date” shall mean October 16, 2018.



     “NYSE” shall mean the New York Stock Exchange LLC.



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



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



     “Preferred Shares” shall mean shares of Preferred Stock, U.S. $0.0001 par value, of the
Company.



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



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



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



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



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



     “Rights Agent” shall mean Continental Stock Transfer & Trust Company, or its successor or
replacement as provided in Sections 19 and 21 hereof.



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



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



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



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



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



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



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



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by such Person, or any corporation or other entity otherwise controlled by such Person.



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



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



     “Synthetic Long Position” shall mean any option, warrant, convertible security, stock
appreciation right or other contractual right, whether or not presently exercisable, which has an
exercise or conversion privilege or a settlement payment or mechanism at a price related to Common
Stock or a value determined in whole or part with reference to, or derived in whole or in part
from, the market price or value of Common Stock, whether or not such right is subject to settlement
in whole or in part in Common Stock, and which increases in value as the value of Common Stock
increases or which provides to the holder of such right an opportunity, directly or indirectly, to
profit or share in any profit derived from any increase in the value of Common Stock, but shall not
include:




	 	(i)	 	rights of a pledgee under a bona fide pledge of Common Stock;
	 
	 	(ii)	 	rights of all holders of Common Stock to receive Common Stock pro rata, or
obligations to dispose of Common Stock, as a result of a merger, exchange offer, or
consolidation involving the Company;
	 
	 	(iii)	 	rights or obligations to surrender Common Stock, or have Common Stock
withheld, upon the receipt or exercise of a derivative security or the receipt or
vesting of equity securities, in order to satisfy the exercise price or the tax
withholding consequences of receipt, exercise or vesting;
	 
	 	(iv)	 	interests in broad-based index options, broad-based index futures, and
broad-based publicly traded market baskets of stocks approved for trading by the
appropriate federal governmental authority;
	 
	 	(v)	 	interests or rights to participate in employee benefit plans of the Company
held by employees or former employees of the Company; or
	 
	 	(vi)	 	options granted to an underwriter in a registered public offering for the
purpose of satisfying over-allotments in such offering.




The shares of Common Stock in respect of which a Person has a Synthetic Long Position shall be the
notional or other number of shares of Common Stock specified in a filing by such Person or any of
such Person’s Affiliates or Associates with the Securities and Exchange Commission in respect of
which shares of Common Stock are the “subject security” or in the documentation evidencing the
Synthetic Long Position as being subject to be acquired upon the exercise or settlement of the
applicable right or as the basis upon which the value or settlement amount of such right, or the
opportunity of the holder of such right to profit or share in any profit, is to be calculated in
whole or in part or, if no such number of shares of Common Stock is specified in any filing or
documentation, as determined by the Board of Directors of the Company in good faith to be the
number of shares of Common Stock to which the Synthetic Long Position relates.



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



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



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



     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 shares of 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, upon ten (10) days’ prior written notice to the Rights Agent. The Rights
Agent shall have no duty to supervise, and shall in no event be liable for, the acts or omissions
of any such co-Rights Agent.



     3. Issuance of Rights Certificates.




	 	(a)	 	Until the Distribution Date, (i) the Rights will be evidenced (subject to the
provisions of Sections 3(b) and 3(c) hereof) by the certificates for shares of Common
Stock registered in the names of the holders thereof (which certificates shall also be
deemed to be Rights Certificates) and not by separate Rights Certificates and (ii) the
right to receive Rights Certificates will be transferable only in connection with the
transfer of shares of Common Stock. Until the earlier of the Distribution Date or the
Expiration Date, the surrender for transfer of certificates for shares of Common Stock
shall also constitute the surrender for transfer of the Rights associated with the shares of Common Stock represented thereby. As soon as practicable after the
Distribution Date, the Company will prepare and execute, the Rights Agent will
countersign, and the Company will send or cause to be sent (and the Rights Agent will,
if requested, send) by first-class, postage-prepaid mail, to each record holder of shares of 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, a Rights Certificate
evidencing one Right for each share of Common Stock so held, 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 hereof, then at the time of
distribution of the Rights Certificates, the Company shall make the necessary and
appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that
Rights Certificates representing only whole numbers of Rights are distributed and cash
is paid in lieu of any fractional Rights. As of the Distribution Date, the Rights will
be evidenced solely by such Rights Certificates and may be transferred by the transfer
of the Rights Certificates as permitted hereby, separately and apart from any transfer
of shares of Common Stock, and the holders of such Rights Certificates as listed in the
records of the Company or any





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	 	 	 	transfer agent or registrar for the Rights shall be the record holders thereof.
	 
	 	(b)	 	On the Record Date or as soon as practicable thereafter, the Company will send
a copy of the Summary of Rights by first-class, postage-prepaid mail, to each record
holder of shares of Common Stock as of the Close of Business on the Record Date, at the
address of such holder shown on the records of the Company’s transfer agent and
registrar. With respect to certificates for shares of Common Stock outstanding as of
the Record Date, until the Distribution Date, the Rights will be evidenced by such
certificates registered in the names of the holders thereof together with the Summary
of Rights. Until the Distribution Date (or, if earlier, the Expiration Date), the
surrender for transfer of any certificate for shares of Common Stock outstanding on the
Record Date, with or without a copy of the Summary of Rights, shall also constitute the
transfer of the Rights associated with the shares of Common Stock represented thereby.
	 
	 	(c)	 	Unless the Board of Directors by resolution adopted at or before the time of
the issuance of any shares of Common Stock specifies to the contrary, Rights shall be
issued in respect of all shares of Common Stock that are issued after the Record Date
but prior to the earlier of the Distribution Date or the Expiration Date or, in certain
circumstances provided in Section 22 hereof, after the Distribution Date. Certificates
representing such shares of Common Stock shall also be deemed to be certificates for
Rights, and shall bear the following legend:





THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER
HEREOF TO CERTAIN RIGHTS AS SET FORTH IN A STOCKHOLDER
RIGHTS AGREEMENT BETWEEN NAVIOS MARITIME HOLDINGS INC.
AND CONTINENTAL STOCK TRANSFER & TRUST COMPANY, AS THE
RIGHTS AGENT, DATED AS OF OCTOBER 6, 2008, (THE “RIGHTS
AGREEMENT”), THE TERMS OF WHICH ARE HEREBY INCORPORATED
HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE
PRINCIPAL EXECUTIVE OFFICES OF NAVIOS MARITIME HOLDINGS
INC. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE
RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY
SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY
THIS CERTIFICATE. NAVIOS MARITIME HOLDINGS INC. WILL
MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE
RIGHTS AGREEMENT WITHOUT CHARGE AFTER RECEIPT OF A
WRITTEN REQUEST THEREFOR. UNDER CERTAIN



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CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS
ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES
AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF
(AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT),
WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR
BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID.


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




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





     4. Form of Rights Certificates.




	 	(a)	 	The Rights Certificates (and the forms of election to purchase shares of Common
Stock and of assignment to be printed on the reverse thereof) shall be substantially in
the form of Exhibit B hereto and may have such marks of identification or designation
and such legends, summaries or endorsements printed thereon as the Company may deem
appropriate and 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 or a national
market system, on which the Rights may from time to time be listed or included, or to
conform to usage. Subject to the provisions of Section 11 and Section 22 hereof, the
Rights Certificates, whenever distributed, shall be dated as of the Record Date (or in
the case of Rights issued with respect to shares of Common Stock issued by the Company
after the Record Date, as of the date of issuance of such shares of Common Stock) and
on their face shall entitle the holders thereof to purchase such number of one-
thousandths of a Preferred Share as shall be set forth therein at the price set forth
therein (such exercise price per one one-thousandth of a Preferred Share being
hereinafter referred to as the “Exercise Price” and the aggregate Exercise Price of all
Preferred Shares issuable upon exercise of one Right being hereinafter referred to as
the “Total Exercise Price”), but the number and type of securities purchasable upon the
exercise of each Right and the Exercise Price shall be subject to adjustment as
provided herein.





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	 	(b)	 	Any Rights Certificate issued pursuant to Section 3(a) or Section 22 hereof
that represents Rights beneficially owned by: (i) an Acquiring Person or any Associate
or Affiliate of an Acquiring Person, (ii) a 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 Company’s Board of Directors has determined is part of a plan,
arrangement or understanding which has as a primary purpose or effect avoidance of
Section 7(e) hereof, and any Rights Certificate issued pursuant to Section 6 or Section
11 hereof upon transfer, exchange, replacement or adjustment of any other Rights
Certificate referred to in this sentence, shall contain (to the extent feasible) the
following legend:





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



     5. Countersignature and Registration.




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





11









 






	 	 	 	execution of such Rights Certificate, shall be a proper officer of the Company to
sign such Rights Certificate, although at the date of the execution of this Rights
Agreement any such person was not such an officer.
	 
	 	(b)	 	Following the Distribution Date, the Rights Agent will keep or cause to be
kept, at its office designated for such purposes, 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.





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




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





12









 






	 	 	 	tenor to the Rights Agent for delivery to the registered holder in lieu of the
Rights Certificate so lost, stolen, destroyed or mutilated.





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




	 	(a)	 	Subject to Sections 7(e), 23(b) and 24(b) hereof, the registered holder of any
Rights Certificate may exercise the Rights evidenced thereby (except as otherwise
provided herein) in whole or in part at any time after the Distribution Date and prior
to the Close of Business on the Expiration Date by surrender of the Rights Certificate,
with the form of election to purchase on the reverse side thereof duly executed, to the
Rights Agent at the office of the Rights Agent designated for such purpose, together
with payment of the Exercise Price for each one-thousandth of a Preferred Share (or,
following a Triggering Event, other securities, cash or other assets as the case may
be) as to which the Rights are exercised.
	 
	 	(b)	 	The Exercise Price for each one-thousandth of a Preferred Share issuable
pursuant to the exercise of a Right shall initially be Fifty dollars (U.S. $50.00),
shall be subject to adjustment from time to time as provided in Sections 11 and 13
hereof and shall be payable in lawful money of the United States of America in
accordance with paragraph (c) below.
	 
	 	(c)	 	Upon receipt of a Rights Certificate representing exercisable Rights, with the
form of election to purchase duly executed, accompanied by payment of the Exercise
Price for the number of one-thousandths of a Preferred Share (or, following a
Triggering Event, other securities, cash or other assets as the case may be) to be
purchased and an amount equal to any applicable transfer tax required to be paid by the
holder of such Rights Certificate in accordance with Section 9(e) hereof, the Rights
Agent shall, subject to Section 20(k) hereof, thereupon promptly (i) (A) requisition
from any transfer agent of the Preferred Shares (or make available, if the Rights Agent
is the transfer agent for the Preferred Shares) a certificate or certificates for the
number of one-thousandths of a Preferred Share (or, following a Triggering Event, other
securities, cash or other assets as the case may be) to be purchased and the Company
hereby irrevocably authorizes its transfer agent to comply with all such requests or
(B) if the Company shall have elected to deposit the total number of one-thousandths of
a Preferred Share (or, following a Triggering Event, other securities, cash or other
assets as the case may be) issuable upon exercise of the Rights hereunder with a
depositary agent, requisition from the depositary agent depositary receipts
representing such number of one-thousandths of a Preferred Share (or, following a
Triggering Event, other securities, cash or other assets as the case may be) as are to
be purchased (in which case certificates for the Preferred Shares (or, following a
Triggering Event, other securities, cash or other assets as the case may be)
represented by such receipts shall be deposited by the transfer agent with the
depositary agent) and the Company hereby directs the depositary agent to comply with
such request, (ii) when appropriate, requisition from the Company the amount of cash to
be paid in lieu of issuance of fractional shares in accordance





13









 






	 	 	 	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) when appropriate, after receipt thereof, deliver
such cash to or upon the order of the registered holder of such Rights Certificate.
The payment of the Exercise Price (as such amount may be reduced (including to zero)
pursuant to Section 11(a)(iii) hereof) and an amount equal to any applicable
transfer tax required to be paid by the holder of such Rights Certificate in
accordance with Section 9(e) hereof, may be made by certified bank check, cashier’s
check or bank draft payable to the order of the Rights Agent. In the event that the
Company is obligated to issue securities of the Company other than Preferred Shares,
pay cash and/or distribute other property pursuant to Section 11(a) hereof, the
Company will make all arrangements necessary so that such other securities, cash
and/or other property are available for distribution by the Rights Agent, if and
when appropriate.
	 
	 	(d)	 	In case the registered holder of any Rights Certificate shall exercise less
than all the Rights evidenced thereby, a new Rights Certificate evidencing Rights
equivalent to the Rights remaining unexercised shall be issued by the Rights Agent to
the registered holder of such Rights Certificate or to his or her duly authorized
assigns, subject to the provisions of Section 14 hereof.
	 
	 	(e)	 	Notwithstanding anything in this Agreement to the contrary, from and after the
first occurrence of a Triggering Event, any Rights beneficially owned by (i) an
Acquiring Person or an Associate or Affiliate of an Acquiring Person, (ii) a transferee
of an Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee
after the Acquiring Person becomes such (a “Post-Event Transferee”), (iii) a transferee
of an Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee
prior to or concurrently with the Acquiring Person becoming such and receives such
Rights pursuant to either (A) a transfer (whether or not for consideration) from the
Acquiring Person to holders of equity interests in such Acquiring Person or to any
Person with whom the Acquiring Person has any continuing agreement, arrangement or
understanding regarding the transferred Rights or (B) a transfer which the Company’s
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) (a “Pre-Event
Transferee”) or (iv) any subsequent transferee receiving transferred Rights from a
Post-Event Transferee or a Pre-Event Transferee, either directly or through one or more
intermediate transferees, shall become null and void without any further action and no
holder of such Rights shall have any rights whatsoever with respect to such Rights,
whether under any provision of this Agreement or otherwise. The Company shall use all
reasonable efforts to ensure that the provisions of this Section 7(e) and Section 4(b)
hereof are complied with, but shall have no liability to any holder of Rights
Certificates or to any other Person as a result of its failure to make any
determinations with respect to an Acquiring Person or any of such Acquiring Person’s
Affiliates, Associates or transferees hereunder.





14









 





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





     8. Cancellation and Destruction of Rights Certificates. All Rights Certificates
surrendered for the purpose of exercise, transfer, split up, combination or exchange shall, if
surrendered to the Company or to any of its agents, be delivered to the Rights Agent for
cancellation or in canceled form, or, if surrendered to the Rights Agent, shall be canceled by it,
and no Rights Certificates shall be issued in lieu thereof except as expressly permitted by any of
the provisions of this Agreement. The Company shall deliver to the Rights Agent for cancellation
and retirement, and the Rights Agent shall so cancel and retire, any Rights Certificate purchased
or acquired by the Company otherwise than upon the exercise thereof. The Rights Agent shall
deliver all canceled Rights Certificates to the Company, or shall, at the written request of the
Company, destroy such canceled Rights Certificates, and in such case shall deliver a certificate of
destruction thereof to the Company.



     9. Reservation and Availability of Preferred Shares.




	 	(a)	 	The Company covenants and agrees that it will use its best efforts to cause to
be reserved and kept available out of its authorized and unissued Preferred Shares not
reserved for another purpose (and, following the occurrence of a Triggering Event, out
of its authorized and unissued shares of Common Stock and/or other securities), the
number of Preferred Shares (and, following the occurrence of the Triggering Event,
Common Stock and/or other securities) that will be sufficient to permit the exercise in
full of all outstanding Rights.
	 
	 	(b)	 	If the Company shall hereafter list any of its Preferred Shares on a national
securities exchange, then so long as the Preferred Shares (and, following the
occurrence of a Triggering Event, shares of Common Stock and/or other securities)
issuable and deliverable upon exercise of the Rights may be listed on such exchange,
the Company shall use its best efforts to cause, from and after such time as the Rights
become exercisable (but only to the extent that it is reasonably likely that the Rights
will be exercised), all shares reserved for such issuance to be listed on such exchange
upon official notice of issuance upon such exercise.
	 
	 	(c)	 	The Company shall use its best efforts to (i) file, as soon as practicable
following the earliest date after the first occurrence of a Triggering Event in which
the consideration to be delivered by the Company upon exercise of the Rights is
described in Section 11(a)(ii) or Section 11(a)(iii) hereof, or as soon as is required





15









 






	 	 	 	by law following the Distribution Date, as the case may be, a registration statement
under the Securities Act with respect to the securities purchasable upon exercise of
the Rights on an appropriate form, (ii) cause such registration statement to become
effective as soon as practicable after such filing and (iii) cause such registration
statement to remain effective (with a prospectus at all times meeting the
requirements of the Securities Act) until the earlier of (A) the date as of which
the Rights are no longer exercisable for such securities and (B) the date of
expiration of the Rights. The Company may temporarily suspend, for a period not to
exceed ninety (90) days after the date set forth in clause (i) of the first sentence
of this Section 9(c), the exercisability of the Rights in order to prepare and file
such registration statement and permit it to become effective. Upon any such
suspension, the Company shall issue a public announcement and notify the Rights
Agent that the exercisability of the Rights has been temporarily suspended, as well
as a public announcement and notification to the Rights Agent at such time as the
suspension is no longer in effect. The Company will also take such action as may be
appropriate under, or to ensure compliance with, the securities or “blue sky” laws
of the various states in connection with the exercisability of the Rights.
Notwithstanding any provision of this Agreement to the contrary, the Rights shall
not be exercisable in any jurisdiction, unless the requisite qualification in such
jurisdiction shall have been obtained, or an exemption therefrom shall be available,
and until a registration statement has been declared effective.
	 
	 	(d)	 	The Company covenants and agrees that it will take all such action as may be
necessary to ensure that all Preferred Shares (or other securities of the Company)
delivered upon exercise of Rights shall, at the time of delivery of the certificates
for such securities (subject to payment of the Exercise Price), be duly and validly
authorized and issued and fully paid and nonassessable shares.
	 
	 	(e)	 	The Company further covenants and agrees that it will pay when due and payable
any and all federal and state transfer taxes and charges which may be payable in
respect of the original issuance or delivery of the Rights Certificates or of any
Preferred Shares (or other securities of the Company) upon the exercise of Rights. The
Company shall not, however, be required to pay any transfer tax which may be payable in
respect of any transfer or delivery of Rights Certificates to a person other than, or
the issuance or delivery of certificates or depositary receipts for the Preferred Shares (or other securities of the Company) in a name other than that of, the
registered holder of the Rights Certificate evidencing Rights surrendered for exercise
or to issue or to deliver any certificates or depositary receipts for Preferred Shares
(or other securities of the Company) upon the exercise of any Rights until any such tax
shall have been paid (any such tax being payable by the holder of such Rights
Certificate at the time of surrender) or until it has been established to the Company’s
satisfaction that no such tax is due.





     10. Record Date. Each Person in whose name any certificate for a number of
one-thousandths of a Preferred Share (or other securities of the Company) is issued upon the
exercise of Rights shall for all purposes be deemed to have become the holder of record of
Preferred



16









 




Shares (or other securities of the Company) represented thereon, and such certificate shall be
dated, the date upon which the Rights Certificate evidencing such Rights was duly surrendered and
payment of the Total Exercise Price with respect to which the Rights have been exercised (and any
applicable transfer taxes) was made; provided, however, that if the date of such surrender and
payment is a date upon which the transfer books of the Company are closed, such Person shall be
deemed to have become the record holder of such shares on, and such certificate shall be dated, the
next succeeding Business Day on which the transfer books of the Company are open. Prior to the
exercise of the Rights evidenced thereby, the holder of a Rights Certificate shall not be entitled
to any rights of a holder of Preferred Shares (or other securities of the Company) for which the
Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends
or other distributions or to exercise any preemptive rights, and shall not be entitled to receive
any notice of any proceedings of the Company, except as provided herein.



     11. Adjustment of Exercise Price, Number of Shares or Number of Rights. The Exercise
Price, the number and kind of shares or other property covered by each Right and the number of
Rights outstanding are subject to adjustment from time to time as provided in this Section 11.




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





17









 






	 	 	 	provided, however, that, no such adjustment shall be made pursuant to this
Section 11(a)(i) to the extent that there shall have simultaneously occurred
an event described in clause (A), (B), (C) or (D) of Section 11(n) with a
proportionate adjustment being made thereunder. Each share of Common Stock
that shall become outstanding after an adjustment has been made pursuant to
this Section 11(a)(i) shall have associated with it the number of Rights,
exercisable at the Exercise Price and for the number of one-thousandths of a
Preferred Share (or shares of such other capital stock) as one share of
Common Stock has associated with it immediately following the adjustment
made pursuant to this Section 11(a)(i).
	 
	 	(ii)	 	Subject to Section 24 of this Agreement, in the event a
Triggering Event shall have occurred, then promptly following such Triggering
Event each holder of a Right, except as provided in Section 7(e) hereof, shall
thereafter have the right to receive for each Right, upon exercise thereof in
accordance with the terms of this Agreement and payment of the Exercise Price
in effect immediately prior to the occurrence of the Triggering Event, in lieu
of a number of one-thousandths of a Preferred Share, such number of shares of
Common Stock of the Company as shall equal the result obtained by multiplying
the Exercise Price in effect immediately prior to the occurrence of the
Triggering Event by the number of one-thousandths of a Preferred Share for
which a Right was exercisable (or would have been exercisable if the
Distribution Date had occurred) immediately prior to the first occurrence of a
Triggering Event, and dividing that product by 50% of the Current Per Share
Market Price for shares of Common Stock on the date of occurrence of the
Triggering Event; provided, however, that the Exercise Price and the number of shares of Common Stock of the Company so receivable upon exercise of a Right
shall be subject to further adjustment as appropriate in accordance with
Section 11(e) hereof to reflect any events occurring in respect of the shares
of Common Stock of the Company after the occurrence of the Triggering Event.
	 
	 	(iii)	 	In lieu of issuing shares of Common Stock in accordance with
Section 11(a)(ii) hereof, the Company may, if the Company’s Board of Directors
determines that such action is necessary or appropriate and not contrary to the
interest of holders of Rights and, in the event that the number of shares of
Common Stock which are authorized by the Company’s Certificate of Incorporation
but not outstanding or reserved for issuance for purposes other than upon
exercise of the Rights are not sufficient to permit the exercise in full of the
Rights, or if any necessary regulatory approval for such issuance has not been
obtained by the Company, the Company shall: (A) determine the excess of (1) the
value of the shares of Common Stock issuable upon the exercise of a Right (the
“Current Value”) over (2) the Exercise Price (such excess, the “Spread”) and
(B) with respect to each Right, make adequate provision to substitute for such shares of Common Stock, upon exercise of the Rights, (1) cash, (2) a reduction
in the Exercise





18









 






	 	 	 	Price, (3) other equity securities of the Company (including, without
limitation, shares or units of shares of any series of preferred stock which
the Company’s Board of Directors has deemed to have the same value as Common
Stock (such shares or units of shares of preferred stock are herein called
“Common Stock Equivalents”)), except to the extent that the Company has not
obtained any necessary stockholder or regulatory approval for such issuance,
(4) debt securities of the Company, except to the extent that the Company
has not obtained any necessary stockholder or regulatory approval for such
issuance, (5) other assets or (6) any combination of the foregoing, having
an aggregate value equal to the Current Value, where such aggregate value
has been determined by the Company’s Board of Directors based upon the
advice of a nationally recognized investment banking firm selected by the
Company’s Board of Directors; provided, however, if the Company shall not
have made adequate provision to deliver value pursuant to clause (B) above
within thirty (30) days following the later of (x) the first occurrence of a
Triggering Event and (y) the date on which the Company’s right of redemption
pursuant to Section 23(a) expires (the later of (x) and (y) being referred
to herein as the “Section 11(a)(ii) Trigger Date”), then the Company shall
be obligated to deliver, upon the surrender for exercise of a Right and
without requiring payment of the Exercise Price, Common Stock (to the extent
available), except to the extent that the Company has not obtained any
necessary stockholder or regulatory approval for such issuance, and then, if
necessary, cash, which shares and/or cash have an aggregate value equal to
the Spread. If the Company’s Board of Directors shall determine in good
faith that it is likely that sufficient additional Common Stock could be
authorized for issuance upon exercise in full of the Rights or that any
necessary regulatory approval for such issuance will be obtained, the thirty
(30) day period set forth above may be extended to the extent necessary, but
not more than ninety (90) days after the Section 11(a)(ii) Trigger Date, in
order that the Company may seek stockholder approval for the authorization
of such additional shares or take action to obtain such regulatory approval
(such period, as it may be extended, the “Substitution Period”). To the
extent that the Company determines that some action need be taken pursuant
to the first and/or second sentences of this Section 11(a)(iii), the Company
(x) shall provide, subject to Section 7(e) hereof, that such action shall
apply uniformly to all outstanding Rights and (y) may suspend the
exercisability of the Rights until the expiration of the Substitution Period
in order to seek any authorization of additional shares, to take any action
to obtain any required regulatory approval and/or to decide the appropriate
form of distribution to be made pursuant to such first sentence and to
determine the value thereof. In the event of any such suspension, the
Company shall issue a public announcement stating that the exercisability of
the Rights has been temporarily suspended, as well as a public announcement
at such time as the suspension is no longer in effect. For purposes of this
Section





19









 






	 	 	 	11(a)(iii), the value of the Common Stock shall be the Current Per Share
Market Price of the Common Stock on the Section 11(a)(ii) Trigger Date and
the value of any Common Stock Equivalent shall be deemed to have the same
value as the Common Stock on such date.






	 	(b)	 	In case the Company shall, at any time after the date of this Agreement, fix a
record date for the issuance of rights, options or warrants to all holders of Preferred Shares entitling such holders (for a period expiring within forty-five (45) calendar
days after such record date) to subscribe for or purchase Preferred Shares or
Equivalent Shares or securities convertible into Preferred Shares or Equivalent Shares
at a price per share (or having a conversion price per share, if a security convertible
into Preferred Shares or Equivalent Shares) less than the then Current Per Share Market
Price of the Preferred Shares or Equivalent Shares on such record date, then, in each
such case, the Exercise Price to be in effect after such record date shall be
determined by multiplying the Exercise Price in effect immediately prior to such record
date by a fraction, the numerator of which shall be the number of Preferred Shares and
Equivalent Shares (if any) outstanding on such record date, plus the number of
Preferred Shares or Equivalent Shares, as the case may be, which the aggregate offering
price of the total number of Preferred Shares or Equivalent Shares, as the case may be,
to be offered or issued (and/or the aggregate initial conversion price of the
convertible securities to be offered or issued) would purchase at such current market
price, and the denominator of which shall be the number of Preferred Shares and
Equivalent Shares (if any) outstanding on such record date, plus the number of
additional Preferred Shares or Equivalent Shares, as the case may be, to be offered for
subscription or purchase (or into which the convertible securities so to be offered are
initially convertible); provided, however, that in no event shall the consideration to
be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company issuable upon exercise of one Right. In case
such subscription price may be paid in a consideration part or all of which shall be in
a form other than cash, the value of such consideration shall be as determined in good
faith by the Company’s 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. Preferred Shares and Equivalent Shares owned by or held for the
account of the Company shall not be deemed outstanding for the purpose of any such
computation. Such adjustment shall be made successively whenever such a record date is
fixed, and in the event that such rights, options or warrants are not so issued, the
Exercise Price shall be adjusted to be the Exercise Price which would then be in effect
if such record date had not been fixed.
	 
	 	(c)	 	In case the Company shall, at any time after the date of this Agreement, fix a
record date for the making of a distribution to all holders of the Preferred Shares or
of any class or series of Equivalent Shares (including any such distribution made in
connection with a consolidation or merger in which the Company is the continuing or
surviving corporation) of evidences of indebtedness or assets (other than a regular
quarterly cash dividend, if any, or a dividend payable in Preferred





20









 






	 	 	 	Shares) or subscription rights, options or warrants (excluding those referred to in
Section 11(b)), then, in each such case, the Exercise Price to be in effect after
such record date shall be determined by multiplying the Exercise Price in effect
immediately prior to such record date by a fraction, the numerator of which shall be
the Current Per Share Market Price of a Preferred Share or an Equivalent Share on
such record date, less the fair market value per Preferred Share or Equivalent Share
(as determined in good faith by the Board of Directors of the Company, whose
determination shall be described in a statement filed with the Rights Agent) of the
portion of the cash, assets or evidences of indebtedness so to be distributed or of
such subscription rights or warrants applicable to a Preferred Share or Equivalent
Share, as the case may be, and the denominator of which shall be such Current Per
Share Market Price of a Preferred Share or Equivalent Share on such record date;
provided, however, that in no event shall the consideration to be paid upon the
exercise of one Right be less than the aggregate par value of the shares of capital
stock of the Company issuable upon exercise of one Right. Such adjustments shall be
made successively whenever such a record date is fixed, and in the event that such
distribution is not so made, the Exercise Price shall be adjusted to be the Exercise
Price which would have been in effect if such record date had not been fixed.
	 
	 	(d)	 	Notwithstanding anything to the contrary, no adjustment in the Exercise Price
shall be required unless such adjustment would require an increase or decrease of at
least 1% in the Exercise Price; provided, however, that any adjustments which by reason
of this Section 11(d) are not required to be made shall be carried forward and taken
into account in any subsequent adjustment. All calculations under this Section 11
shall be made to the nearest cent or to the nearest ten-thousandth of a share of Common
Stock or other share or one hundred-thousandth of a Preferred Share, as the case may
be. Notwithstanding the first sentence of this Section 11(d), any adjustment required
by this Section 11 shall be made no later than the earlier of (i) three (3) years from
the date of the transaction which requires such adjustment or (ii) the Expiration Date.
	 
	 	(e)	 	If as a result of an adjustment made pursuant to Section 11(a) or 13(a) hereof,
the holder of any Right thereafter exercised shall become entitled to receive any shares of capital stock other than Preferred Shares, thereafter the number of such
other shares so receivable upon exercise of any Right and, if required, the Exercise
Price thereof, shall be subject to adjustment from time to time in a manner and on
terms as nearly equivalent as practicable to the provisions with respect to the
Preferred Shares contained in Sections 11(a), 11(b), 11(c), 11(d), 11(g), 11(h), 11(i),
11(j), 11(k) and 11(l), and the provisions of Sections 7, 9, 10, 13 and 14 with respect
to the Preferred Shares shall apply on like terms to any such other shares.
	 
	 	(f)	 	All Rights originally issued by the Company subsequent to any adjustment made
to the Exercise Price hereunder shall evidence the right to purchase, at the adjusted
Exercise Price, the number of one-thousandths of a Preferred Share purchasable from
time to time hereunder upon exercise of the Rights, all subject





21









 






	 	 	 	to further adjustment as provided herein.
	 
	 	(g)	 	Unless the Company shall have exercised its election as provided in Section
11(h), upon each adjustment of the Exercise Price as a result of the calculations made
in Section 11(b) and (c), each Right outstanding immediately prior to the making of
such adjustment shall thereafter evidence the right to purchase, at the adjusted
Exercise Price, that number of Preferred Shares (calculated to the nearest one
hundred-thousandth of a share) obtained by (i) multiplying (x) the number of Preferred
Shares covered by a Right immediately prior to this adjustment, by (y) the Exercise
Price in effect immediately prior to such adjustment of the Exercise Price, and (ii)
dividing the product so obtained by the Exercise Price in effect immediately after such
adjustment of the Exercise Price.
	 
	 	(h)	 	The Company may elect on or after the date of any adjustment of the Exercise
Price as a result of the calculations made in Section 11(b) or (c) to adjust the number
of Rights, in substitution for any adjustment in the number of Preferred Shares
purchasable upon the exercise of a Right. Each of the Rights outstanding after such
adjustment of the number of Rights shall be exercisable for the number of
one-thousandths of a Preferred Share for which a Right was exercisable immediately
prior to such adjustment. Each Right held of record prior to such adjustment of the
number of Rights shall become that number of Rights (calculated to the nearest one
hundred-thousandth) obtained by dividing the Exercise Price in effect immediately prior
to adjustment of the Exercise Price by the Exercise Price in effect immediately after
adjustment of the Exercise Price. The Company shall make a public announcement of its
election to adjust the number of Rights, indicating the record date for the adjustment,
and, if known at the time, the amount of the adjustment to be made. This record date
may be the date on which the Exercise Price is adjusted or any day thereafter, but, if
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(h), the Company shall,
as promptly as practicable, cause to be distributed to holders of record of Rights
Certificates on such record date Rights Certificates evidencing, subject to Section 14
hereof, the additional Rights to which such holders shall be entitled as a result of
such adjustment, or, at the option of the Company, shall cause to be distributed to
such holders of record in substitution and replacement for the Rights Certificates held
by such holders prior to the date of adjustment, and upon surrender thereof, if
required by the Company, new Rights Certificates evidencing all the Rights to which
such holders shall be entitled after such adjustment. Rights Certificates so to be
distributed shall be issued, executed and countersigned in the manner provided for
herein (and may bear, at the option of the Company, the adjusted Exercise Price) and
shall be registered in the names of the holders of record of Rights Certificates on the
record date specified in the public announcement.
	 
	 	(i)	 	Irrespective of any adjustment or change in the Exercise Price or the number of
Preferred Shares issuable upon the exercise of the Rights, the Rights Certificates





22









 






	 	 	 	theretofore and thereafter issued may continue to express the Exercise Price per one
one-thousandth of a Preferred Share and the number of one-thousandths of a Preferred
Share which were expressed in the initial Rights Certificates issued hereunder.
	 
	 	(j)	 	Before taking any action that would cause an adjustment reducing the Exercise
Price below the par or stated value, if any, of the number of one-thousandths of a
Preferred Share issuable upon exercise of the Rights, the Company shall take any
corporate action which may, in the opinion of its counsel, be necessary in order that
the Company may validly and legally issue as fully paid and nonassessable shares such
number of one-thousandths of a Preferred Share at such adjusted Exercise Price.
	 
	 	(k)	 	In any case in which this Section 11 shall require that an adjustment in the
Exercise Price be made effective as of a record date for a specified event, the Company
may elect to defer until the occurrence of such event the issuing to the holder of any
Right exercised after such record date of the number of one-thousandths of a Preferred
Share and other capital stock or securities of the Company, if any, issuable upon such
exercise over and above the number of one-thousandths of a Preferred Share and other
capital stock or securities of the Company, if any, issuable upon such exercise on the
basis of the Exercise Price in effect prior to such adjustment; provided, however, that
the Company shall deliver to such holder a due bill or other appropriate instrument
evidencing such holder’s right to receive such additional shares (fractional or
otherwise) upon the occurrence of the event requiring such adjustment.
	 
	 	(l)	 	Notwithstanding anything in this Section 11 to the contrary, prior to the
Distribution Date, the Company shall be entitled to make such reductions in the
Exercise Price, in addition to those adjustments expressly required by this Section 11,
as and to the extent that it in its sole discretion shall determine to be advisable in
order that any (i) consolidation or subdivision of the Preferred Shares or Common
Stock, (ii) issuance wholly for cash of any Preferred Shares or Common Stock at less
than the current market price, (iii) issuance wholly for cash of Preferred Shares or
Common Stock or securities which by their terms are convertible into or exchangeable
for Preferred or Common 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 Shares or Common Stock shall not be taxable to such stockholders.
	 
	 	(m)	 	The Company covenants and agrees that, after the Distribution Date, it will
not, except as permitted by Sections 23, 24 or 27 hereof, take (or permit to be taken)
any action if at the time such action is taken it is reasonably foreseeable that such
action will diminish substantially or otherwise eliminate the benefits intended to be
afforded by the Rights.
	 
	 	(n)	 	In the event the Company shall at any time after the date of this Agreement (A)
declare a dividend on the Common Stock payable in shares of Common Stock,





23









 






	 	          	(B) subdivide the outstanding shares of Common Stock, (C) combine the outstanding
Common Stock (by reverse stock split or otherwise) into a smaller number of shares
of Common Stock, or (D) issue any shares of its capital stock in a reclassification
of the shares of Common Stock (including any such reclassification in connection
with a consolidation or merger in which the Company is the continuing or surviving
corporation), then, in each such event, except as otherwise provided in this Section
11(a) and Section 7(e) hereof: (1) each share of Common Stock (or shares of capital
stock issued in such reclassification of the Common Stock) outstanding immediately
following such time shall have associated with it the number of Rights as were
associated with one share of Common Stock immediately prior to the occurrence of the
event described in clauses (A)-(D) above; (2) the Exercise Price in effect at the
time of the record date for such dividend or of the effective date of such
subdivision, combination or reclassification shall be adjusted so that the Exercise
Price thereafter shall equal the result obtained by multiplying the Exercise Price
in effect immediately prior to such time by a fraction, the numerator of which shall
be the total number of shares of Common Stock outstanding immediately prior to the
event described in clauses (A)-(D) above, and the denominator of which shall be the
total number of shares of Common Stock outstanding immediately after such event;
provided, however, that in no event shall the consideration to be paid upon the
exercise of one Right be less than the aggregate par value of the shares of capital
stock of the Company issuable upon exercise of such Right; and (3) the number of
one-thousandths of a Preferred Share (or shares of such other capital stock)
issuable upon the exercise of each Right outstanding after such event shall equal
the number of one- thousandths of a Preferred Share (or shares of such other capital
stock) as were issuable with respect to one Right immediately prior to such event.
Each share of Common Stock that shall become outstanding after an adjustment has
been made pursuant to this Section 11(n) shall have associated with it the number of
Rights, exercisable at the Exercise Price and for the number of one-thousandths of a
Preferred Share (or shares of such other capital stock) as one share of Common Stock
has associated with it immediately following the adjustment made pursuant to this
Section 11(n). If an event occurs which would require an adjustment under both this
Section 11(n) and Section 11(a)(ii) hereof, the adjustment provided for in this
Section 11(n) shall be in addition to, and shall be made prior to, any adjustment
required pursuant to Section 11(a)(ii) hereof.





     12. Certificate of Adjusted Exercise Price or Number of Shares. Whenever an
adjustment is made as provided in Sections 11 and 13 hereof, the Company shall promptly (a) prepare
a certificate setting forth such adjustment and a brief statement of the facts accounting for such
adjustment, (b) file with the Rights Agent and with each transfer agent for the Preferred Shares a
copy of such certificate and (c) mail a brief summary thereof to each holder of a Rights
Certificate in accordance with Section 26 hereof. Notwithstanding the foregoing sentence, the
failure of the Company to make such certification or give such notice shall not affect the validity
of such adjustment or the force or effect of the requirement for such adjustment. The Rights Agent
shall be fully protected in relying on any such certificate and on any adjustment contained therein
and shall not be deemed to have knowledge of such adjustment unless and until it shall have
received such certificate.



24









 





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




	 	(a)	 	In the event that, following a Shares Acquisition Date, directly or indirectly:






	 	(i)	 	the Company shall consolidate with, or merge with and into, any
other Person (other than a wholly-owned Subsidiary of the Company in a
transaction the principal purpose of which is to change the state of
incorporation of the Company and which complies with Section 11(m) hereof);
	 
	 	(ii)	 	any Person shall consolidate with the Company, or merge with
and into the Company and the Company shall be the continuing or surviving
corporation of such consolidation or merger and, in connection with such
merger, all or part of the shares of Common Stock shall be changed into or
exchanged for stock or other securities of any other person (or the Company);
or
	 
	 	(iii)	 	the Company shall sell or otherwise transfer (or one or more
of its Subsidiaries shall sell or otherwise transfer), in one or more
transactions, assets or earning power aggregating 50% or more of the assets or
earning power of the Company and its Subsidiaries (taken as a whole) to any
other Person or Persons (other than the Company or one or more of its wholly
owned Subsidiaries in one or more transactions, each of which individually (and
together) complies with Section 11(m) hereof), then, concurrent with and in
each such case:






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





25









 






	 	(c)	 	the term “Company” shall thereafter be
deemed to refer to such Principal Party, it being specifically
intended that the provisions of Section 11 hereof shall apply only
to such Principal Party following the first occurrence of a Section
13 Event;
	 
	 	(d)	 	such Principal Party shall take such
steps (including, but not limited to, the reservation of a
sufficient number of its Common Stock) in connection with the
consummation of any such transaction as may be necessary to ensure
that the provisions hereof shall thereafter be applicable, as nearly
as reasonably may be, in relation to its shares of Common Stock
thereafter deliverable upon the exercise of the Rights; and
	 
	 	(e)	 	upon the subsequent occurrence of any
consolidation, merger, sale or transfer of assets or other
extraordinary transaction in respect of such Principal Party, each
holder of a Right shall thereupon be entitled to receive, upon
exercise of a Right and payment of the Total Exercise Price as
provided in this Section 13(a), such cash, shares, rights, warrants
and other property which such holder would have been entitled to
receive had such holder, at the time of such transaction, owned the shares of Common Stock of the Principal Party receivable upon the
exercise of such Right pursuant to this Section 13(a), and such
Principal Party shall take such steps (including, but not limited
to, reservation of shares of stock) as may be necessary to permit
the subsequent exercise of the Rights in accordance with the terms
hereof for such cash, shares, rights, warrants and other property.
	 
	 	(f)	 	For purposes hereof, the “earning power”
of the Company and its Subsidiaries shall be determined in good
faith by the Company’s Board of Directors on the basis of the
operating earnings of each business operated by the Company and its
Subsidiaries during the three fiscal years preceding the date of
such determination (or, in the case of any business not operated by
the Company or any Subsidiary during three full fiscal years
preceding such date, during the period such business was operated by
the Company or any Subsidiary).






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






	 	(i)	 	in the case of any transaction described in clause (i) or (ii)
of Section 13(a) hereof: (A) the Person that is the issuer of the securities
into which the shares of Common Stock are converted in such merger or
consolidation, or, if there is more than one such issuer, the issuer the shares
of Common Stock of which have the greatest aggregate market value of shares





26









 






	 	 	 	outstanding, or (B) if no securities are so issued, (x) the Person that is
the other party to the merger, if such Person survives said merger, or, if
there is more than one such Person, the Person the shares of Common Stock of
which have the greatest aggregate market value of shares outstanding or (y)
if the Person that is the other party to the merger does not survive the
merger, the Person that does survive the merger (including the Company if it
survives) or (z) the Person resulting from the consolidation; and
	 
	 	(ii)	 	in the case of any transaction described in clause (iii) of
Section 13 (a) hereof, the Person that is the party receiving the greatest
portion of the assets or earning power transferred pursuant to such transaction
or transactions, or, if more than one Person that is a party to such
transaction or transactions receives the same portion of the assets or earning
power so transferred and each such portion would, were it not for the other
equal portions, constitute the greatest portion of the assets or earning power
so transferred, or if the Person receiving the greatest portion of the assets
or earning power cannot be determined, whichever of such Persons is the issuer
of shares of Common Stock having the greatest aggregate market value of shares
outstanding; provided, however, that in any such case described in the
foregoing clause (b)(i) or (b)(ii), if the shares of Common Stock of such
Person are not at such time or have not been continuously over the preceding
12-month period registered under Section 12 of the Exchange Act, then (1) if
such Person is a direct or indirect Subsidiary of another Person the shares of
Common Stock of which are and have been so registered, the term “Principal
Party” shall refer to such other Person, or (2) if such Person is a Subsidiary,
directly or indirectly, of more than one Person, the Common Stock of which are
and have been so registered, the term “Principal Party” shall refer to
whichever of such Persons is the issuer of shares of Common Stock having the
greatest aggregate market value of shares outstanding, or (3) if such Person is
owned, directly or indirectly, by a joint venture formed by two or more Persons
that are not owned, directly or indirectly by the same Person, the rules set
forth in clauses (1) and (2) above shall apply to each of the owners having an
interest in the venture as if the Person owned by the joint venture was a
Subsidiary of both or all of such joint venturers, and the Principal Party in
each such case shall bear the obligations set forth in this Section 13 in the
same ratio as its interest in such Person bears to the total of such interests.






	 	(c)	 	The Company shall not consummate any Section 13 Event unless the Principal
Party shall have a sufficient number of authorized shares of Common Stock that have not
been issued or reserved for issuance to permit the exercise in full of the Rights in
accordance with this Section 13 and unless prior thereto the Company and such issuer
shall have executed and delivered to the Rights Agent a supplemental agreement
confirming that such Principal Party shall, upon consummation of such Section 13 Event,
assume this Agreement in accordance with Sections 13(a) and 13(b) hereof, that all
rights of first refusal or preemptive rights in respect of the issuance of shares of
Common Stock of such Principal





27









 






	 	 	 	Party upon exercise of outstanding Rights have been waived, that there are no
rights, warrants, instruments or securities outstanding or any agreements or
arrangements which, as a result of the consummation of such transaction, would
eliminate or substantially diminish the benefits intended to be afforded by the
Rights and that such transaction shall not result in a default by such Principal
Party under this Agreement, and further providing that, as soon as practicable after
the date of such Section 13 Event, such Principal Party will:






	 	(i)	 	prepare and file a registration statement under the Securities
Act with respect to the Rights and the securities purchasable upon exercise of
the Rights on an appropriate form, use its best efforts to cause such
registration statement to become effective as soon as practicable after such
filing and use its best efforts to cause such registration statement to remain
effective (with a prospectus at all times meeting the requirements of the
Securities Act) until the Expiration Date, and similarly comply with applicable
state securities laws;
	 
	 	(ii)	 	use its best efforts to list (or continue the listing of) the
Rights and the securities purchasable upon exercise of the Rights on a national
securities exchange or to meet the eligibility requirements for quotation on
NYSE and list (or continue the listing of) the Rights and the securities
purchasable upon exercise of the Rights on NYSE; and
	 
	 	(iii)	 	deliver to holders of the Rights historical financial
statements for such Principal Party which comply in all respects with the
requirements for registration on Form F-1 or Form S-1, if applicable, (or any
successor form) under the Exchange Act.




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




	 	(d)	 	In case the “Principal Party” for purposes of Section 13(b) hereof has
provision in any of its authorized securities or in its certificate of incorporation or
by-laws or other instrument governing its corporate affairs, which provision would have
the effect of (i) causing such Principal Party to issue (other than to holders of
Rights pursuant to Section 13 hereof), in connection with, or as a consequence of, the
consummation of a Section 13 Event, shares of Common Stock or Equivalent Shares of such
Principal Party at less than the then Current Per Share Market Price thereof or
securities exercisable for, or convertible into, shares of Common Stock or Equivalent
Shares of such Principal Party at less than such then Current Per Share Market Price,
or (ii) providing for any special payment, tax or similar provision in connection with
the issuance of the shares of Common Stock of such Principal Party pursuant to the
provisions of Section 13 hereof, then, in such event, the Company hereby agrees with
each holder of Rights that it shall not consummate any such transaction unless prior
thereto the Company and such





28









 





	 	 	 	Principal Party shall have executed and delivered to the Rights Agent a supplemental
agreement providing that the provision in question of such Principal Party shall
have been canceled, waived or amended, or that the authorized securities shall be
redeemed, so that the applicable provision will have no effect in connection with or
as a consequence of, the consummation of the proposed transaction.
	 
	 	(e)	 	The Company covenants and agrees that it shall not, at any time after the
Distribution Date, effect or permit to occur any Section 13 Event, if (i) at the time
or immediately after such Section 13 Event there are any rights, warrants or other
instruments or securities outstanding or agreements in effect which would substantially
diminish or otherwise eliminate the benefits intended to be afforded by the Rights,
(ii) prior to, simultaneously with or immediately after such Section 13 Event, the
stockholders of the Person who constitutes, or would constitute, the “Principal Party”
for purposes of Section 13(b) hereof shall have received a distribution of Rights
previously owned by such Person or any of its Affiliates or Associates or (iii) the
form or nature of organization of the Principal Party would preclude or limit the
exercisability of the Rights.
	 
	 	(f)	 	The provisions of this Section 13 shall similarly apply to successive mergers
or consolidations or sales or other transfers.





     14. Fractional Rights and Fractional Shares.




	 	(a)	 	The Company shall not be required to issue fractions of Rights or to distribute
Rights Certificates which evidence fractional Rights. In lieu of such fractional
Rights, there shall be paid to the registered holders of the Rights Certificates with
regard to which such fractional Rights would otherwise be issuable, an amount in cash
equal to the same fraction of the current market value of a whole Right. For the
purposes of this Section 14(a), the current market value of a whole Right shall be the
closing price of the Rights for the Trading Day immediately prior to the date on which
such fractional Rights would have been otherwise issuable, as determined pursuant to
this Agreement.
	 
	 	(b)	 	The Company shall not be required to issue fractions of Preferred Shares (other
than fractions that are integral multiples of one one-thousandth of a Preferred Share)
upon exercise of the Rights or to distribute certificates which evidence fractional
Preferred Shares (other than fractions that are integral multiples of one
one-thousandth of a Preferred Share). Interests in fractions of Preferred Shares in
integral multiples of one one-thousandth of a Preferred Share may, at the election of
the Company, be evidenced by depositary receipts, pursuant to an appropriate agreement
between the Company and a depositary selected by it; provided, that such agreement
shall provide that the holders of such depositary receipts shall have all the rights,
privileges and preferences to which they are entitled as beneficial owners of the
Preferred Shares represented by such depositary receipts. In lieu of fractional
Preferred Shares that are not integral multiples of one one-thousandth of a Preferred
Share, the Company shall pay to the registered holders





29









 






	 	 	 	of Rights Certificates at the time such Rights are exercised as herein provided an
amount in cash equal to the same fraction of the current market value of a Preferred
Share. For purposes of this Section 14(b), the current market value of a Preferred
Share shall be one thousand times the closing price of a share of Common Stock (as
determined pursuant to the terms hereof) for the Trading Day immediately prior to
the date of such exercise.
	 
	 	(c)	 	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 upon the
exercise or exchange of Rights. In lieu of such fractional shares of Common Stock, the
Company shall pay to the registered holders of Rights Certificates at the time such
Rights are exercised as herein provided an amount in cash equal to the same fraction of
the current market value of a share of Common Stock. For purposes of this Section
14(c), the current market value of a share of Common Stock shall be the closing price
of a share of Common Stock (as determined pursuant to the terms hereof) for the Trading
Day immediately prior to the date of such exercise.
	 
	 	(d)	 	The holder of a Right by the acceptance of the Right expressly waives his or
her right to receive any fractional Rights or any fractional shares (other than
fractions that are integral multiples of one one-thousandth of a Preferred Share) upon
exercise of a Right.





     15. Rights of Action. All rights of action in respect of this Agreement, excepting
the rights of action given to the Rights Agent under Section 18 hereof, are vested in the
respective registered holders of the Rights Certificates (and, prior to the Distribution Date, the
registered holders of the shares of Common Stock); and any registered holder of any Rights
Certificate (or, prior to the Distribution Date, of the shares of 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 shares of Common Stock), may, in his or her own behalf and for his or her
own benefit, enforce, and may institute and maintain any suit, action or proceeding against the
Company to enforce, or otherwise act in respect of, his or her right to exercise the Rights
evidenced by such Rights Certificate in the manner provided in such Rights Certificate and in this
Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it
is specifically acknowledged that the holders of Rights would not have an adequate remedy at law
for any breach of this Agreement and will be entitled to specific performance of the obligations
under, and injunctive relief against actual or threatened violations of, the obligations of any
Person subject to this Agreement.



     16. Agreement of Rights Holders. Every holder of a Right, by accepting the same,
consents and agrees with the Company and the Rights Agent and with every other holder of a Right
that:




	 	(a)	 	prior to the Distribution Date, the Rights will be transferable only in
connection with the transfer of the shares of Common Stock;
	 
	 	(b)	 	after the Distribution Date, the Rights Certificates are transferable only on
the





30









 






	 	 	 	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; and
	 
	 	(c)	 	subject to Sections 6(a) and 7(f) hereof, the Company and the Rights Agent may
deem and treat the person in whose name the Rights Certificate (or, prior to the
Distribution Date, the associated Common 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 shall be affected by
any notice to the contrary.





     17. Rights Certificate Holder Not Deemed a Stockholder. No holder, as such, of any
Rights Certificate shall be entitled to vote, receive dividends or be deemed for any purpose to be
the holder of the Preferred Shares or any other securities of the Company which may at any time be
issuable on the exercise of the Rights represented thereby, nor shall anything contained herein or
in any Rights Certificate be construed to confer upon the holder of any Rights Certificate, as
such, any of the rights of a stockholder of the Company or any right to vote for the election of
directors or upon any matter submitted to stockholders at any meeting thereof, or to give or
withhold consent to any corporate action, or to receive notice of meetings or other actions
affecting stockholders (except as 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.



     18. The Rights Agent.




	 	(a)	 	The Company agrees to pay to the Rights Agent reasonable compensation for all
services rendered by it hereunder and, from time to time, on demand of the Rights
Agent, its reasonable expenses and counsel fees and other disbursements incurred in the
administration and execution of this Agreement and the exercise and performance of its
duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to
hold it harmless against, any loss, liability or expense, incurred without gross
negligence, bad faith or willful misconduct on the part of the Rights Agent, for
anything done or omitted by the Rights Agent in connection with the acceptance and
administration of this Agreement, including the costs and expenses of defending against
any claim of liability in the premises. In no event will the Rights Agent be liable
for special, indirect, incidental or consequential loss or damage of any kind
whatsoever, even if the Rights Agent has been advised of the possibility of such loss
or damage.
	 
	 	(b)	 	The Rights Agent shall be protected and shall incur no liability for, or in
respect of any action taken, suffered or omitted by it in connection with, its
administration of this Agreement in reliance upon any Rights Certificate or certificate
for the Preferred Shares or shares of Common Stock or for other securities of the
Company, instrument of assignment or transfer, power of





31









 






	 	 	 	attorney, endorsement, affidavit, letter, notice, direction, consent, certificate,
statement or other paper or document reasonably believed by it to be genuine and to
be signed, executed and, where necessary, verified or acknowledged, by the proper
Person or Persons, or otherwise upon the advice of counsel as set forth in Section
20 hereof.





     19. Merger or Consolidation or Change of Name of Rights Agent. Any corporation into
which the Rights Agent or any successor Rights Agent may be merged or with which it may be
consolidated, or any corporation resulting from any merger or consolidation to which the Rights
Agent or any successor Rights Agent shall be a party, or any corporation succeeding to the
corporate trust business of the Rights Agent or any successor Rights Agent, shall be the successor
to the Rights Agent under this Agreement without the execution or filing of any paper or any
further act on the part of any of the parties hereto; provided, however, that such corporation
would be eligible for appointment as a successor Rights Agent under the provisions of Section 21
hereof. In case at the time such successor Rights Agent shall succeed to the agency created by
this Agreement, any of the Rights Certificates shall have been countersigned but not delivered, any
such successor Rights Agent may adopt the countersignature of the predecessor Rights Agent and
deliver such Rights Certificates so countersigned; and in case at that time any of the Rights
Certificates shall not have been countersigned, any successor Rights Agent may countersign such
Rights Certificates either in the name of the predecessor Rights Agent or in the name of the
successor Rights Agent; and in all such cases such Rights Certificates shall have the full force
provided in the Rights Certificates and in this Agreement. 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.



     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 written advice or opinion of such counsel shall be full and
complete authorization and protection to the Rights Agent as to any action taken or
omitted by it in good faith and in accordance with such written advice or opinion.
	 
	 	(b)	 	Whenever in the performance of its duties under this Agreement the Rights Agent
shall deem it necessary or desirable that any fact or matter (including, without
limitation, the identity of any Acquiring Person and the determination of Current Per
Share Market Price) be proved or established by the Company prior to taking or
suffering any action hereunder, such fact or matter (unless other evidence in respect
thereof be herein specifically prescribed) may be deemed to be conclusively proved and
established by a certificate signed by any one of the





32









 






	 	 	 	Chairman of the Board, the Chief Executive Officer, the President, any Vice
President, the Chief Financial Officer, the Secretary or any Assistant Secretary of
the Company and delivered to the Rights Agent; and such certificate shall be full
authorization to the Rights Agent for any action taken or suffered in good faith by
it under the provisions of this Agreement in reliance upon such certificate.
	 
	 	(c)	 	The Rights Agent shall be liable hereunder to the Company and any other Person
only for its own gross negligence, bad faith or willful misconduct.
	 
	 	(d)	 	The Rights Agent shall not be liable for or by reason of any of the statements
of fact or recitals contained in this Agreement or in the Rights Certificates (except
its countersignature thereof) or be required to verify the same, but all such
statements and recitals are and shall be deemed to have been made by the Company only.
	 
	 	(e)	 	The Rights Agent shall not be under any responsibility in respect of the
validity of this Agreement or the execution and delivery hereof (except the due
execution hereof by the Rights Agent) or in respect of the validity or execution of any
Rights Certificate (except its countersignature thereof); nor shall it be responsible
for any breach by the Company of any covenant or condition contained in this Agreement
or in any Rights Certificate; nor shall it be responsible for any change in the
exercisability of the Rights or any adjustment in the terms of the Rights (including
the manner, method or amount thereof) provided for in Sections 3, 11, 13, 23 or 24, or
the ascertaining of the existence of facts that would require any such change or
adjustment (except with respect to the exercise of Rights evidenced by Rights
Certificates after receipt by the Rights Agent of a certificate furnished pursuant to
Section 12 describing such change or adjustment); nor shall it by any act hereunder be
deemed to make any representation or warranty as to the authorization or reservation of
any Preferred Shares to be issued pursuant to this Agreement or any Rights Certificate
or as to whether any Preferred Shares will, when issued, be validly authorized and
issued, fully paid and nonassessable.
	 
	 	(f)	 	The Company agrees that it will perform, execute, acknowledge and deliver or
cause to be performed, executed, acknowledged and delivered all such further and other
acts, instruments and assurances as may reasonably be required by the Rights Agent for
the carrying out or performing by the Rights Agent of the provisions of this Agreement.
	 
	 	(g)	 	The Rights Agent is hereby authorized and directed to accept instructions with
respect to the performance of its duties hereunder from any one of the Chairman of the
Board, the Chief Executive Officer, the Chief Financial Officer, the President, any
Vice President, the Secretary or any Assistant Secretary of the Company, and to apply
to such officers for advice or instructions in connection with its duties, and it shall
not be liable for any action taken or suffered by it in good faith in accordance with
instructions of any such officer or for any delay in acting while waiting for those
instructions. Any application by the Rights Agent for written instructions from the
Company may, at the option of the Rights Agent, set forth in writing any action
proposed to be taken or omitted by the Rights





33









 






	 	 	 	Agent under this Rights Agreement and the date on and/or after which such action
shall be taken or such omission shall be effective. The Rights Agent shall not be
liable for any action taken by, or omission of, the Rights Agent in accordance with
a proposal included in any such application on or after the date specified in such
application (which date shall not be less than five (5) Business Days after the date
any officer of the Company actually receives such application, unless any such
officer shall have consented in writing to an earlier date) unless, prior to taking
any such action (or the effective date in the case of an omission), the Rights Agent
shall have received written instructions in response to such application specifying
the action to be taken or omitted.
	 
	 	(h)	 	The Rights Agent and any stockholder, director, officer or employee of the
Rights Agent may buy, sell or deal in any of the Rights or other securities of the
Company or become pecuniarily interested in any transaction in which the Company may be
interested, or contract with or lend money to the Company or otherwise act as fully and
freely as though it were not Rights Agent under this Agreement. Nothing herein shall
preclude the Rights Agent from acting in any other capacity for the Company or for any
other legal entity.
	 
	 	(i)	 	The Rights Agent may execute and exercise any of the rights or powers hereby
vested in it or perform any duty hereunder either itself or by or through its attorneys
or agents, and the Rights Agent shall not be answerable or accountable for any act,
default, neglect or misconduct of any such attorneys or agents or for any loss to the
Company resulting from any such act, default, neglect or misconduct, provided
reasonable care was exercised in the selection and continued employment thereof.
	 
	 	(j)	 	No provision of this Agreement shall require the Rights Agent to expend or risk
its own funds or otherwise incur any financial liability in the performance of any of
its duties hereunder or in the exercise of its rights if there shall be reasonable
grounds for believing that repayment of such funds or adequate indemnification against
such risk or liability is not reasonably assured to it.





     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’ written notice mailed
to the Company and to each transfer agent of the Preferred Shares and the Common Stock by
registered or certified mail, and to the holders of the Rights Certificates by first-class mail.
In the event the transfer agency relationship in effect between the Company and the Rights Agent
terminates, the Rights Agent will be deemed to have resigned automatically and be discharged from
its duties under this Agreement as of the effective date of such termination, and the Company shall
be responsible for sending any required notice. The Company may remove the Rights Agent or any
successor Rights Agent upon thirty (30) days’ written notice, mailed to the Rights Agent or
successor Rights Agent, as the case may be, and to each transfer agent of the Preferred Shares and
the Common Stock by registered or certified mail, and to the holders of the Rights Certificates by
first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become
incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company
shall fail to make such appointment within a



34









 




period of thirty (30) days after giving notice of such removal or after receiving written
notice of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the
holder of a Rights Certificate (who shall, with such notice, submit his or her Rights Certificate
for inspection by the Company), then the registered holder of any Rights Certificate may apply to
any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor
Rights Agent, whether appointed by the Company or by such a court, shall be a corporation organized
and doing business under the laws of the United States or of any state of the United States, in
good standing, which is authorized under such laws to exercise corporate trust or stockholder
services powers and is subject to supervision or examination by federal or state authority and
which has at the time of its appointment as Rights Agent, along with its Affiliates, a combined
capital and surplus of at least U.S. $50 million. After appointment, the successor Rights Agent
shall be vested with the same powers, rights, duties and responsibilities as if it had been
originally named as Rights Agent without further act or deed; but the predecessor Rights Agent
shall deliver and transfer to the successor Rights Agent any property at the time held by it
hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the
purpose. Not later than the effective date of any such appointment, the Company shall file notice
thereof in writing with the predecessor Rights Agent and each transfer agent of the Preferred
Shares and the Common Stock, and mail a written notice thereof 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.



     22. Issuance of New Rights Certificates. Notwithstanding any of the provisions of
this Agreement or of the Rights to the contrary, the Company may, at its option, issue new Rights
Certificates evidencing Rights in such form as may be approved by its Board of Directors to reflect
any adjustment or change in the Exercise Price and the number or kind or class of shares or other
securities or property purchasable under the Rights Certificates made in accordance with the
provisions of this Agreement. In addition, in connection with the issuance or sale of 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 or upon the exercise,
conversion or exchange of other securities of the Company outstanding at the date hereof or upon
the exercise, conversion or exchange of securities hereinafter issued by the Company and (b) may,
in any other case, if deemed necessary or appropriate by the Board of Directors of the Company,
issue Rights Certificates representing the appropriate number of Rights in connection with such
issuance or sale; provided, however, that (i) no such Rights Certificate shall be issued and this
sentence shall be null and void ab initio if, and to the extent that, such issuance or this
sentence would create a significant risk of or result in material adverse tax consequences to the
Company or the Person to whom such Rights Certificate would be issued or would create a significant
risk of or result in such options’ or employee plans’ or arrangements’ failing to qualify for
otherwise available special tax treatment and (ii) no such Rights Certificate shall be issued if,
and to the extent that, appropriate adjustment shall otherwise have been made in lieu of the
issuance thereof.



     23. Redemption.



35









 






	 	(a)	 	The Company may, at its option and with the approval of the Board of Directors,
at any time prior to the Close of Business on the earlier of (i) the Shares Acquisition
Date and (ii) the Final Expiration Date, redeem all but not less than all the then
outstanding Rights at a redemption price of U.S. $0.0001 per Right, appropriately
adjusted to reflect any stock split, stock dividend or similar transaction occurring
after the date hereof (such redemption price being herein referred to as the
“Redemption Price”) and the Company may, at its option, pay the Redemption Price either
in shares of Common Stock (based on the Current Per Share Market Price thereof at the
time of redemption) or cash. Such redemption of the Rights by the Company may be made
effective at such time, on such basis and with such conditions as the Board of
Directors in its sole discretion may establish. The date on which the Board of
Directors elects to make the redemption effective shall be referred to as the
“Redemption Date”.
	 
	 	(b)	 	Immediately upon the action of the Board of Directors of the Company ordering
the redemption of the Rights, evidence of which shall have been filed with the Rights
Agent, and without any further action and without any notice, the right to exercise the
Rights will terminate and the only right thereafter of the holders of Rights shall be
to receive the Redemption Price. The Company shall promptly give public notice of any
such redemption; provided, however, that the failure to give or any defect in, any such
notice shall not affect the validity of such redemption. Within ten (10) days after
the action of the Board of Directors ordering the redemption of the Rights, the Company
shall give notice of such redemption to the Rights Agent and the holders of the then
outstanding Rights by mailing such notice to all such holders at their last addresses
as they appear upon the registry books of the Rights Agent or, prior to the
Distribution Date, on the registry books of the transfer agent for the Common 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. Neither the Company
nor any of its Affiliates or Associates may redeem, acquire or purchase for value any
Rights at any time in any manner other than that specifically set forth in this Section
23 or in Section 24 hereof, and other than in connection with the purchase of shares of
Common Stock prior to the Distribution Date.





     24. Exchange.




	 	(a)	 	Subject to applicable laws, rules and regulations, and subject to subsection
24(c) below, the Company may, at its option, by action of the Board of Directors, at
any time after the occurrence of a Triggering Event, exchange all or part of the then
outstanding and exercisable Rights (which shall not include Rights that have become
void pursuant to the provisions of Section 7(e) hereof) for shares of Common Stock at
an exchange ratio of one share of Common Stock per Right, appropriately adjusted to
reflect any stock split, stock dividend or similar transaction occurring after the date
hereof (such exchange ratio being hereinafter referred to as the “Exchange Ratio”).
Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect
such exchange at any time after any





36









 






	 	 	 	Acquiring Person, 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 24(a) of this Section 24 and without any further
action and without any notice, the right to exercise such Rights shall terminate and
the only right thereafter of a holder of such Rights shall be to receive that number of shares of Common Stock equal to the number of such Rights held by such holder
multiplied by the Exchange Ratio. The Company shall give public notice of any such
exchange; provided, however, that the failure to give, or any defect in, such notice
shall not affect the validity of such exchange. The Company shall mail a notice of any
such exchange to all of the holders of such Rights at their last addresses as they
appear upon the registry books of the Rights Agent. Any notice which is mailed in the
manner herein provided shall be deemed given, whether or not the holder receives the
notice. Each such notice of exchange will state the method by which the exchange of
the shares of Common Stock for Rights will be effected and, in the event of any partial
exchange, the number of Rights which will be exchanged. Any partial exchange shall be
effected pro rata based on the number of Rights (other than Rights which have become
void pursuant to the provisions of Section 7(e) hereof) held by each holder of Rights.
	 
	 	(c)	 	In the event that there shall not be sufficient shares of Common Stock issued
but not outstanding or authorized but unissued to permit any exchange of Rights as
contemplated in accordance with Section 24(a), the Company shall either take such
action as may be necessary to authorize additional shares of Common Stock for issuance
upon exchange of the Rights or alternatively, at the option of a majority of the Board
of Directors, with respect to each Right (i) pay cash in an amount equal to the Current
Value (as hereinafter defined), in lieu of issuing shares of Common Stock in exchange
therefor, or (ii) issue debt or equity securities or a combination thereof, having a
value equal to the Current Value, in lieu of issuing shares of Common Stock in exchange
for each such Right, where the value of such securities shall be determined by a
nationally recognized investment banking firm selected by majority vote of the Board of
Directors, or (iii) deliver any combination of cash, property, shares of Common Stock
and/or other securities having a value equal to the Current Value in exchange for each
Right. For purposes of this Section 24(c) only, the Current Value shall mean the
product of the Current Per Share Market Price of shares of Common Stock on the date of
the occurrence of the event described above in subparagraph (a), multiplied by the
number of shares of Common Stock for which the Right otherwise would be exchangeable if
there were sufficient shares available. To the extent that the Company determines that
some action need be taken pursuant to clauses (i), (ii) or (iii) of this Section 24(c),
the Board of Directors may temporarily suspend the exercisability of the Rights for a
period of up to sixty (60) days following the date on which the event described in
Section 24(a) shall have occurred, in order to seek any authorization of additional shares of Common





37









 






	 	 	 	Stock and/or to decide the appropriate form of distribution to be made pursuant to
the above provision and to determine the value thereof. In the event of any such
suspension, the Company shall issue a public announcement stating that the
exercisability of the Rights has been temporarily suspended.
	 
	 	(d)	 	The Company shall not be required to issue fractions of 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 Common Stock (as determined pursuant to
the terms hereof).
	 
	 	(e)	 	The Company may, at its option, by majority vote of the Board of Directors, at
any time before any Person has become an Acquiring Person, exchange all or part of the
then outstanding Rights for rights of substantially equivalent value, as determined
reasonably and with good faith by the Board of Directors, based upon the advice of one
or more nationally recognized investment banking firms.
	 
	 	(f)	 	Immediately upon the action of the Board of Directors ordering the exchange of
any Rights pursuant to subsection 24(e) of this Section 24 and without any further
action and without any notice, the right to exercise such Rights shall terminate and
the only right thereafter of a holder of such Rights shall be to receive that number of
rights in exchange therefor as has been determined by the Board of Directors in
accordance with subsection 24(e) above. The Company shall give public notice of any
such exchange; provided, however, that the failure to give, or any defect in, such
notice shall not affect the validity of such exchange. The Company shall mail a notice
of any such exchange to all of the holders of such Rights at their last addresses as
they appear upon the registry books of the transfer agent for the shares of Common
Stock of the Company. Any notice which is mailed in the manner herein provided shall
be deemed given, whether or not the holder receives the notice. Each such notice of
exchange will state the method by which the exchange of the Rights will be affected.





     25. Notice of Certain Events.




	 	(a)	 	In case the Company shall propose to effect or permit to occur any Triggering
Event or Section 13 Event, the Company shall give notice thereof to each holder of
Rights in accordance with Section 26 hereof at least twenty (20) days prior to
occurrence of such Triggering Event or such Section 13 Event.
	 
	 	(b)	 	In case any Triggering Event or Section 13 Event shall occur, then, in any such
case, the Company shall as soon as practicable thereafter give to each holder of a
Rights Certificate, in accordance with Section 26 hereof, a notice of the occurrence of
such event, which shall specify the event and the consequences of the event to holders
of Rights under Sections 11(a)(ii) and 13 hereof.





38









 





     26. Notices and Requests for Copies. Notices or demands authorized by this Agreement
to be given or made by the Rights Agent or by the holder of any Rights Certificate to or on the
Company shall be sufficiently given or made if sent by first-class mail, postage prepaid, addressed
(until another address is filed in writing with the Rights Agent) as follows:




Navios Maritime Holdings Inc.

85 Akti Miaouli Street

Piraeus

Greece 185 38

Attention: Vasiliki Papaefthymiou




with a copy to:




Mintz, Levin, Cohn, Ferris,

Glovsky and Popeo, P.C.

The Chrysler Center

666 Third Avenue

New York, New York 10017

Attention: Kenneth R. Koch, Esq.


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




Continental Stock Transfer & Trust Company

17 Battery Place 8th Floor

New York, NY 10004


Notices or demands authorized by this Agreement to be given or made by the Company or the Rights
Agent to the holder of any Rights Certificate shall be sufficiently given or made if sent by
first-class mail, postage prepaid, addressed to such holder at the address of such holder as shown
on the registry books of the Company.


The holder of a Rights Certificate may request a conformed executed copy of the Rights Agreement by
making a written request for such copy to the Company at the Company’s address indicated above.



     27. Supplements and Amendments. Prior to the occurrence of a Distribution Date, the
Company may supplement or amend this Agreement in any respect without the approval of any holders
of Rights and the Rights Agent shall, if the Company so directs, execute such supplement or
amendment. From and after the occurrence of a Distribution Date, the Company and the Rights Agent
may from time to time supplement or amend this Agreement without the approval of any holders of
Rights in order to (i) cure any ambiguity, (ii) correct or supplement any provision contained
herein which may be defective or inconsistent with any other provisions herein, (iii) shorten or
lengthen any time period hereunder or (iv) to change or supplement the provisions hereunder in any
manner that the Company may deem necessary or desirable and that



39









 




shall not adversely affect the interests of the holders of Rights (other than an Acquiring
Person or an Affiliate or Associate of an Acquiring Person); provided, this Agreement may not be
supplemented or amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time period
relating to when the Rights may be redeemed at such time as the Rights are not then redeemable or
(B) any other time period unless such lengthening is for the purpose of protecting, enhancing or
clarifying the rights of, and/or the benefits to, the holders of Rights (other than an Acquiring
Person or an Affiliate or Associate of an Acquiring Person). Upon the delivery of a certificate
from an appropriate officer of the Company that states that the proposed supplement or amendment is
in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or
amendment, provided that such supplement or amendment does not adversely affect the rights, duties
or obligations of the Rights Agent under this Agreement. Prior to the Distribution Date, the
interests of the holders of Rights shall be deemed coincident with the interests of the holders of
shares of Common Stock.



     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.



     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 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 of the Company shall have the exclusive power and
authority to administer this Agreement and to exercise all rights and powers specifically granted
to the Board, or the Company, or as may be necessary or advisable in the administration of this
Agreement, including, without limitation, the right and power 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 in good faith, shall (x) be final, conclusive and binding on the
Company, the Rights Agent, the holders of the Rights Certificates and all other parties and (y) not
subject the Board to any liability to the holders of the Rights.



     30. Benefits of this Agreement. Nothing in this Agreement shall be construed to give
to any Person other than the Company, the Rights Agent and the registered holders of the Rights
Certificates (and, prior to the Distribution Date, the shares of Common Stock) 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, the shares of Common Stock).



     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,



40









 




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



     32. Governing Law. This Agreement and each Right and each Rights Certificate issued
hereunder shall be deemed to be a contract made under the laws of New York and for all purposes
shall be governed by and construed in accordance with the laws of such jurisdiction applicable to
contracts to be made and performed entirely within such jurisdiction except to the extent governed
by the corporate law of the Marshall Islands.



     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.



     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.



     35. Force Majeure. Notwithstanding anything to the contrary contained herein, the
Rights Agent shall not be liable for any delays or failures in performance resulting from acts
beyond its reasonable control including, without limitation, acts of God, terrorist acts, shortage
of supply, breakdowns or malfunctions, interruptions or malfunction of computer facilities, or loss
of data due to power failures or mechanical difficulties with information storage or retrieval
systems, labor difficulties, war, or civil unrest.



41









 




IN WITNESS WHEREOF, the parties have executed this Stockholder Rights Agreement as of the date
first written above.



	 	 	 	 	 
	 	NAVIOS MARITIME HOLDINGS INC.
 	 
	 	By:  	/s/
Angeliki Frangou 	 
	 	Name:  	Angeliki Frangou 	 
	 	Title:  	Chief Executive Officer 	 
	 
	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY
 	 
	 	By:  	/s/
John W. Comer, Jr. 	 
	 	Name:  	John W. Comer, Jr. 	 
	 	Title:  	Vice President 	 
	 




42








 





Exhibit A




CERTIFICATE OF DESIGNATIONS OF RIGHTS, PREFERENCES AND PRIVILEGES OF

PREFERRED STOCK OF

NAVIOS MARITIME HOLDINGS INC.



The undersigned, Ms. Angeliki Frangou and Ms. Vasiliki Papaefthymiou do hereby certify:



1. That they are the duly elected and acting Chief Executive Officer and Corporate Secretary,
respectively, of Navios Maritime Holdings Inc., a Marshall Islands corporation (the “Company”).



2. That pursuant to the authority conferred by the Company’s Amended and Restated Articles of
Incorporation, the Company’s Board of Directors on October 3, 2008 adopted the following resolution
designating and prescribing the relative rights, preferences and limitations of the Company’s
Preferred Stock:




     RESOLVED, that pursuant to the authority vested in the Board of Directors (the “Board”) of the
Company by the Articles of Incorporation, the Board does hereby establish a series of preferred
stock, par value U.S. $0.0001 per share, and the designation and certain powers, preferences and
other special rights of the shares of such series, and certain qualifications, limitations and
restrictions thereon, are hereby fixed as follows:



     Section 1. Designation and Amount. The shares of such series shall be designated as
“Preferred Stock”. The Preferred Stock shall have a par value of U.S. $0.0001 per share, and the
number of shares constituting such series shall initially be 104,500, which number the Board may
from time to time increase or decrease (but not below the number then outstanding).



     Section 2. Proportional Adjustment. In the event the Company shall at any time after
the issuance of any share or shares of Preferred Stock (i) declare any dividend on the common stock
of the Company par value U.S. $0.0001 per share (the “Common Stock”) payable in shares of Common
Stock, (ii) subdivide the outstanding Common Stock or (iii) combine the outstanding Common Stock
into a smaller number of shares, then in each such case the Company shall simultaneously effect a
proportional adjustment to the number of outstanding shares of Preferred Stock.



     Section 3. Dividends and Distributions.



          (a) Subject to the prior and superior right of the holders of any shares of any series of
preferred stock ranking prior and superior to the shares of Preferred Stock with respect to
dividends, the holders of shares of Preferred Stock shall be entitled to receive when, as and if
declared by the Board out of funds legally available for the purpose, quarterly dividends payable
in quarterly 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 Preferred Stock, in an amount per share (rounded to the nearest cent)
equal to 1,000 times the aggregate per share amount of all cash dividends, and



A-1









 







1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other
distributions other than a dividend payable in shares of Common Stock or a subdivision of the
outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock
since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first
Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of
Preferred Stock.



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



          (c) Dividends shall begin to accrue on outstanding shares of Preferred Stock from the
Quarterly Dividend Payment Date immediately preceding the date of issue of such shares of 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 Preferred Stock entitled
to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which
events such dividends shall begin to accrue from such Quarterly Dividend Payment Date. Accrued but
unpaid dividends shall not bear interest. Dividends paid on the shares of 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 may fix a record date for the determination of holders of shares of
Preferred Stock entitled to receive payment of a dividend or distribution declared thereon, which
record date shall be no more than 30 days prior to the date fixed for the payment thereof.



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



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



          (b) Except as otherwise provided herein or by law, the holders of shares of 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 Company.



          (c) Except as required by law, holders of 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 5. Certain Restrictions.



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



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          (b) Whenever quarterly dividends or other dividends or distributions payable on the Preferred
Stock as provided in Section 3 are in arrears, thereafter and until all accrued and unpaid
dividends and distributions, whether or not declared, on shares of Preferred Stock outstanding
shall have been paid in full, the Company 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
Preferred Stock; (ii) declare or pay dividends on, 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 Preferred Stock, except dividends paid ratably on the 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 Preferred Stock, provided that the Company may at any time
redeem, purchase or otherwise acquire shares of any such parity stock in exchange for shares of any
stock of the Company ranking junior (either as to dividends or upon dissolution, liquidation or
winding up) to the Preferred Stock; (iv) purchase or otherwise acquire for consideration any shares
of Preferred Stock, or any shares of stock ranking on a parity with the Preferred Stock, except in
accordance with a purchase offer made in writing or by publication (as determined by the Board) to
all holders of such shares upon such terms as the Board, after consideration of the respective
annual dividend rates and other relative rights and preferences of the respective series and
classes, shall determine in good faith will result in fair and equitable treatment among the
respective series or classes.



          (c) The Company shall not permit any subsidiary of the Company to purchase or otherwise
acquire for consideration any shares of stock of the Company unless the Company could, under
paragraph (a) of this Section 5, purchase or otherwise acquire such shares at such time and in such
manner.



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



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



     Section 8. Consolidation, Merger, etc. In case the Company shall enter into any
consolidation, merger, combination or other transaction in which the shares of Common Stock are
exchanged for or changed into other stock or securities, cash and/or any other property, then in
any such case the shares of Preferred Stock shall at the same time be similarly exchanged or
changed in an amount per share equal to 1,000 times the aggregate amount of stock, securities, cash
and/or any other property (payable in kind), as the case may be, into which or for which



A-3









 







each share of Common Stock is changed or exchanged.



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



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



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



     Section 12. Fractional Shares. 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 Preferred Stock.



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



REMAINDER OF PAGE INTENTIONALLY LEFT BLANK




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



Executed in Piraeus, Greece on October 6, 2008.




	 	 	 	 	 
	 	 
Angeliki Frangou

Chief Executive Officer

 	 
	 	 	 
	 	 	 
	 	 	 
	 
	 	 
Vasiliki Papaefthymiou

Corporate Secretary

 	 
	 	 	 
	 	 	 
	 	 	 
	 




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Exhibit B




FORM OF RIGHTS CERTIFICATE




	 	 	 	 	 
	NAVIOS MARITIME HOLDINGS INC.
INCORPORATED UNDER THE LAWS
OF THE MARSHALL ISLANDS

	 	 	 	SHARES
	 

	 	 	 	SEE REVERSE FOR

CERTAIN DEFINITIONS
	 

	 	 	 	CUSIP [                    ]
	THIS IS TO CERTIFY THAT
	 	 	 	 
	 

	 	SPECIMEN	 	 
	 
	 	 	 	 
	IS THE OWNER OF
	 	 	 	 





FULLY-PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $.0001 EACH OF THE COMMON
STOCK OF



NAVIOS MARITIME HOLDINGS INC.



transferable on the books of the Corporation by the holder hereof in person or by
duly authorized attorney upon surrender of this certificate properly endorsed.



This certificate is not valid unless countersigned and registered by the Transfer
Agent and Registrar.

WITNESS the facsimile seal of the Corporation and the facsimile signatures of its
duly authorized officers.

Dated:




	 	 	 
	[Signature]

	 	[Signature]
	 
	 	 
	
CHIEF FINANCIAL OFFICER, VICE PRESIDENT

	 	CHAIRMAN, CHIEF EXECUTIVE OFFICER,

PRESIDENT






COUNTERSIGNED AND REGISTERED:

CONTINENTAL STOCK TRANSFER & TRUST COMPANY

TRANSFER AGENT AND REGISTRAR




B-1









 





(New York, N.Y.)




by:




          AUTHORIZED SIGNATURE



The following abbreviations, which used in the inscription on the face of this certificate, shall
be construed as though they were written out in full according to applicable laws or regulations:




	 	 	 	 	 	 	 	 	 	 	 	 	 
	TEN COM	 	—	 	as tenants in common	 	UNIF GIFT MIN ACT	 	—	 	Custodian

	TEN ENT

	 	—
	 	as tenants by the

entireties
	 	 	 	 	 	(Cust)
	 	(Minor)
	JT TEN

	 	—
	 	as joint tenants
with right of
survivorship and
not as tenants in
common
	 	 	 	 	 	under Uniform Gifts to Minors


Act	 	 
	 

	 	 	 	 	 	 	 	 	 	(State)	 	 






Additional abbreviations may also be used though not in the above list.




FOR VALUE RECEIVED,                                        hereby sell, assign and transfer unto




PLEASE INSERT SOCIAL SECURITY OR OTHER

IDENTIFYING NUMBER OF ASSIGNEE



(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE)



Shares of the capital stock represented by the within Certificate, and do
hereby irrevocably constitute and appoint



Attorney to transfer the said stock on the books of the within named
Corporation with full power of substitution in the premises.




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Dated





NOTICE: The signature to this assignment must correspond with the
name as written upon the face of the certificate in every particular
without alteration or enlargement or any change whatever. The
signature of the person executing this power must be guaranteed by
an Eligible Credit Union, or a Savings Association participating in
a Medallion program approved by the Securities Transfer Association,
Inc.



Signature(s) Guaranteed




By





The signature(s) must be guaranteed by an eligible guarantor
institution (banks, stockbrokers, savings and loan associations and
credit unions with membership in an
approved signature guarantee medallion program), pursuant to S.E.C.
Rule 17Ad-15.


KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN, MUTILATED OR DESTROYED THE
CORPORATION WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE ISSUANCE OF A REPLACEMENT
CERTIFICATE.




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Exhibit C




SUMMARY OF RIGHTS




	 	 	 
	Distribution and Transfer of Rights;
Distribution Date:

	 	The rights will separate from the
common stock and become exercisable,
subject to certain exceptions, after
(1) a person or group acquires
ownership of 15% or more of the
company’s common stock or (2) the
10th business day (or such later
date as determined by the company’s
board of directors) after a person
or group announces a tender or
exchange offer which would result in
that person or group holding 15% or
more of the company’s common stock.
	 
	 	 
	Preferred Stock Purchaseable Upon
Exercise of Rights:

	 	On the Distribution Date, each
holder of a right will be entitled
to purchase for U.S. $50.00 (the
“Exercise Price”) a fraction
(1/1000th) of one share of the
company’s preferred stock which has
similar economic terms as one share
of common stock.
	 
	 	 
	Flip-in:

	 	If an acquiring person, other than
Angeliki Frangou and entities and
persons affiliated or related to
her, (an “Acquiring Person”)
acquires more than 15% of the
company’s common stock then each
holder of a right (except that
acquiring person) will be entitled
to buy at the Exercise Price, a
number of shares of the company’s
common stock which has a market
value of twice the Exercise Price.
	 
	 	 
	Flip-over:

	 	If after an Acquiring Person
acquires more than 15% of the
company’s common stock, the company
merges into another company (either
as the surviving corporation or as
the disappearing entity) or the
company sells more than 50% of its
assets or earning power, then each
holder of a right (except for those
owned by the acquirer) will be
entitled to purchase at the Exercise
Price, a number of shares of common
stock of the surviving entity which
has a then current market value of
twice the Exercise Price.
	 
	 	 
	Exchange Provision:

	 	Any time after the date an
Acquiring Person
obtains more than 15% of the company’s common
stock and before that Acquiring 






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	 	Person
acquires more than 50% of the company’s
outstanding common stock, the company may
exchange each right owned by all other rights
holders, in whole or in part, for one share
of the company’s common stock.
	 
	 	 
	Redemption of Rights:

	 	The company can redeem the rights at any time
prior to a public announcement that a person
has acquired ownership of 15% or more of the
company’s common stock.
	 
	 	 
	Expiration of Rights:

	 	The rights expire on the earliest of (1)
October 16, 2018 or (2) the exchange or
redemption of the rights as described above.
	 
	 	 
	Amendment of Terms of
Rights:

	 	The terms of the rights and the Stockholder
Rights Plan may be amended without the
consent of the rights holders at any time on
or prior to the Distribution Date. After the
Distribution Date, the terms of the rights
and the Stockholder Rights Plan may be
amended to make changes, which do not
adversely affect the rights of the rights
holders (other than the Acquiring Person).
	 
	 	 
	Voting Rights:

	 	The rights will not have any voting rights.
	 
	 	 
	Anti-dilution Provisions:

	 	The rights will have the benefit of certain
customary anti-dilution protections.







C-2