Unassociated Document


     

    WILSHIRE
      ENTERPRISES, INC.

     

    and

     

    CONTINENTAL
      STOCK TRANSFER & TRUST COMPANY, as Rights Agent

     

    QUALIFIED
      OFFER PLAN

    RIGHTS
      AGREEMENT

     

    Dated
      as
      of December 4, 2008


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    TABLE
      OF CONTENTS

     

    
      	 	 	
              Page

            
	 	 	 
	
              Section
                1.

            	
              Certain
                Definitions

            	
              1

            
	
              Section
                2.

            	
              Appointment
                of Rights Agent

            	
              8

            
	
              Section
                3.

            	
              Issue
                of Right Certificates

            	
              8

            
	
              Section
                4.

            	
              Form
                of Right Certificates

            	
              10

            
	
              Section
                5.

            	
              Countersignature
                and Registration.

            	
              10

            
	
              Section
                6.

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

            	
              10

            
	
              Section
                7.

            	
              Exercise
                of Rights, Purchase Price; Expiration Date of Rights

            	
              11

            
	
              Section
                8.

            	
              Cancellation
                and Destruction of Right Certificates

            	
              12

            
	
              Section
                9.

            	
              Availability
                of Shares of Preferred Stock

            	
              13

            
	
              Section
                10.

            	
              Preferred
                Stock Record Date

            	
              14

            
	
              Section
                11.

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

            	
              14

            
	
              Section
                12.

            	
              Certificate
                of Adjusted Purchase Price or Number of Shares

            	
              20

            
	
              Section
                13.

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

            	
              20

            
	
              Section
                14.

            	
              Fractional
                Rights and Fractional Shares

            	
              24

            
	
              Section
                15.

            	
              Rights
                of Action

            	
              25

            
	
              Section
                16.

            	
              Agreement
                of Right Holders

            	
              25

            
	
              Section
                17.

            	
              Right
                Certificate Holder Not Deemed a Stockholder

            	
              25

            
	
              Section
                18.

            	
              Concerning
                the Rights Agent

            	
              26

            
	
              Section
                19.

            	
              Merger
                or Consolidation or Change of Name of Rights Agent

            	
              26

            
	
              Section
                20.

            	
              Duties
                of Rights Agent

            	
              27

            
	
              Section
                21.

            	
              Change
                of Rights Agent

            	
              29

            
	
              Section
                22.

            	
              Issuance
                of New Right Certificates

            	
              29

            
	
              Section
                23.

            	
              Redemption

            	
              29

            
	
              Section
                24.

            	
              Exchange

            	
              30

            
	
              Section
                25.

            	
              Notice
                of Certain Events

            	
              31

            
	
              Section
                26.

            	
              Notices

            	
              32

            
	
              Section
                27.

            	
              Supplements
                and Amendments

            	
              32

            
	
              Section
                28.

            	
              Successors

            	
              33

            
	
              Section
                29.

            	
              Benefits
                of this Agreement

            	
              33

            
	
              Section
                30.

            	
              Determinations
                and Actions by the Board of Directors

            	
              33

            
	
              Section
                31.

            	
              Severability

            	
              34

            
	
              Section
                32.

            	
              Governing
                Law

            	
              34

            
	
              Section
                33.

            	
              Counterparts

            	
              34

            
	
              Section
                34.

            	
              Descriptive
                Headings

            	
              34

            


    


    
      
        
        

      

      
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    QUALIFIED
      OFFER PLAN

    RIGHTS
      AGREEMENT

     

    Qualified
      Offer Plan Rights Agreement, dated as of December 4, 2008 (“Agreement”), between
      Wilshire Enterprises, Inc., a Delaware corporation (the “Company”), and
      Continental Stock Transfer & Trust Company, as Rights Agent (the “Rights
      Agent”). 

     

    WITNESSETH:

     

    WHEREAS,
      the
      Board of Directors of the Company has authorized and declared a dividend of
      one
      preferred share purchase right (a “Right”) for each share of Common Stock (as
      hereinafter defined) of the Company outstanding as of the Close of Business
      (as
      hereinafter defined) on December 15, 2008 (the “Record Date”), each Right
      representing the right to purchase one one-thousandth (subject to adjustment)
      of
      a share of Preferred Stock (as hereinafter defined), upon the terms and subject
      to the conditions herein set forth, and has further authorized and directed
      the
      issuance of one Right (subject to adjustment as provided herein) with respect
      to
      each share of Common Stock that shall become outstanding between the Record
      Date
      and the earlier of the Distribution Date and the Expiration Date (as such terms
      are hereinafter defined); provided, however, that Rights may be issued with
      respect to shares of Common Stock that shall become outstanding after the
      Distribution Date and prior to the Expiration Date in accordance with Section
      22; 

     

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

     

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

     

    (a) “Acquiring
      Person” shall mean any Person (as such term is hereinafter defined) who or which
      shall be the Beneficial Owner (as such term is hereinafter defined) of 20%
      or
      more of the shares of Common Stock then outstanding, but shall not include
      an
      Exempt Person (as such term is hereinafter defined) or a Person who becomes
      the
      Beneficial Owner of 20% or more of the shares of Common Stock then outstanding
      pursuant to a Qualified Offer (as such term is hereinafter defined); provided,
      however, that (i) if the Board of Directors of the Company determines in good
      faith that a Person who would otherwise be an “Acquiring Person” became the
      Beneficial Owner of a number of shares of Common Stock such that the Person
      would otherwise qualify as an “Acquiring Person” inadvertently (including,
      without limitation, because (A) such Person was unaware that it beneficially
      owned a percentage of Common Stock that would otherwise cause such Person to
      be
      an “Acquiring Person” or (B) such Person was aware of the extent of its
      Beneficial Ownership of Common Stock 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, then such Person
      shall not be deemed to be or to have become an “Acquiring Person” for any
      purposes of this Agreement unless and until such Person shall have failed to
      divest itself, as soon as practicable (as determined, in good faith, by the
      Board of Directors of the Company), of Beneficial Ownership of a sufficient
      number of shares of Common Stock so that such Person would no longer otherwise
      qualify as an “Acquiring Person”; (ii) if, as of the date hereof or prior to the
      first public announcement of the adoption of this Agreement, any Person is
      or
      becomes the Beneficial Owner of 20% or more of the shares of Common Stock
      outstanding, such Person shall not be deemed to be or to become an “Acquiring
      Person” unless and until such time as such Person shall, after the first public
      announcement of the adoption of this Agreement, become the Beneficial Owner
      of
      additional shares of Common Stock (other than pursuant to a dividend or
      distribution paid or made by the Company on the outstanding Common Stock or
      pursuant to a split or subdivision of the outstanding 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; and (iii) no Person shall become 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 of Common Stock beneficially owned by such Person to 20% or
      more of the shares of Common Stock then outstanding, provided, however, that
      if
      a Person shall become the Beneficial Owner of 20% or more of the shares of
      Common Stock then outstanding by reason of such share acquisitions by the
      Company and shall thereafter become the Beneficial Owner of any additional
      shares of Common Stock (other than pursuant to a dividend or distribution paid
      or made by the Company on the outstanding Common Stock or pursuant to a split
      or
      subdivision of the outstanding Common Stock), then such Person shall be deemed
      to be an “Acquiring Person” unless upon becoming the Beneficial Owner of such
      additional shares of Common Stock such Person does not beneficially own 20%
      or
      more of the shares of Common Stock then outstanding. 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 Securities
      Exchange Act of 1934, as amended (the “Exchange Act”), as in effect on the date
      hereof. 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


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

     

    (c) “AMEX”
      shall mean the American Stock Exchange.

     

    (d) A
      Person
      shall be deemed the “Beneficial Owner” of, shall be deemed to have “Beneficial
      Ownership” of and shall be deemed to “beneficially own” any securities:


     

    (i) which
      such Person or any of such Person’s Affiliates or Associates is deemed to
      beneficially own, directly or indirectly, within the meaning of Rule l3d-3
      of
      the General Rules and Regulations under the Exchange Act as in effect on the
      date hereof; 

     

    (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
      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, warrants or options,
      or
      otherwise; provided, however, that a Person shall not be deemed the Beneficial
      Owner of, or to beneficially own, (x) 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, (y) securities which such Person has a right to acquire upon the
      exercise of Rights at any time prior to the time that any Person becomes an
      Acquiring Person or (z) securities issuable upon the exercise of Rights from
      and
      after the time that any Person becomes an Acquiring Person if such Rights were
      acquired by such Person or any of such Person’s Affiliates or Associates prior
      to the Distribution Date or pursuant to Section 3(a) or Section 22 hereof
      (“Original Rights”) or pursuant to Section 11(i) or Section 11(n) with respect
      to an adjustment to Original Rights; 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
      by
      reason of such agreement, arrangement or understanding 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 promulgated under the Exchange Act and (2) is not also
      then reportable pursuant to Regulation 13D-G under the Exchange Act (or any
      comparable or successor regulation); or 


    
      
        
        

      

      
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    (iii) which
      are
      beneficially owned, directly or indirectly, by any other Person and with respect
      to which such Person or any of such Person’s Affiliates or Associates has any
      agreement, arrangement or understanding (other than customary agreements with
      and between underwriters and selling group members with respect to a bona fide
      public offering of securities) for the purpose of acquiring, holding, voting
      (except to the extent contemplated by the proviso to Section 1(d)(ii)(B)) or
      disposing of such securities of the Company; 

     

    provided,
      however, that no Person who is an officer, director or employee of an Exempt
      Person shall be deemed, solely by reason of such Person’s status or authority as
      such, to be the “Beneficial Owner” of, to have “Beneficial Ownership” of or to
“beneficially own” any securities that are “beneficially owned” (as defined in
      this Section l(d)), including, without limitation, in a fiduciary capacity,
      by
      an Exempt Person or by any other such officer, director or employee of an Exempt
      Person, and provided further, that, notwithstanding any other language in this
      Agreement, including without limitation the definition of Affiliates and
      Associates, each of the children shall be deemed to Beneficially Own only one
      third of the shares of Common Stock held in the Siggi Wilzig Non-Exempt Marital
      Trust and any successor trust. 

     

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

     

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


     

    (g) “Common
      Stock” when used with reference to the Company shall mean the Common Stock,
      presently par value $1.00 per share, of the Company. “Common Stock” when used
      with reference to any Person other than the Company shall mean the common stock
      (or, in the case of an unincorporated entity, the equivalent 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. 


    
      
        
        

      

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

     

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


     

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

     

    (k) “equivalent
      preferred shares” shall have the meaning set forth in Section 11(b) hereof.


     

    (l) “Exempt
      Person” shall mean (i) the Company or any Subsidiary (as such term is
      hereinafter defined) of the Company, in each case including, without limitation,
      in its fiduciary capacity, or any employee benefit plan of the Company or of
      any
      Subsidiary of the Company, or any entity or trustee holding Common Stock for
      or
      pursuant to the terms of any such plan or for the purpose of funding any such
      plan or funding other employee benefits for employees of the Company or of
      any
      Subsidiary of the Company, and (ii) the Siggi Wilzig Non-Exempt Marital Trust,
      any successor trust and the trustees of such trusts (collectively, the “Trust
      Parties”), for so long as the Trust Parties shall be the Beneficial Owners of
      shares of stock of the Company representing, in the aggregate, 20% or more
      of
      the shares of the Common Stock then outstanding, but not more than 23% or more
      of the shares of the Common Stock then outstanding; provided, however, that
      the
      foregoing shall cease to be an Exempt Person at such time when the Trust Parties
      (1) shall become the Beneficial Owner of shares of stock of the Company
      representing, in the aggregate, less than 20% of the shares of Common Stock
      then
      outstanding, or (2) shall become the Beneficial Owner of shares of stock of
      the
      Company representing, in the aggregate, more than 23% of the shares of the
      Common Stock then outstanding. 

     

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

     

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

     

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


     

    (p) “Flip-In
      Event” shall have the meaning set forth in Section 11(a)(ii)
      hereof.

     

    (q) “NASDAQ”
      shall mean The Nasdaq Stock Market. 

     

    (r) “New
      York
      Stock Exchange” shall mean the New York Stock Exchange, Inc. 


    
      
        
        

      

      
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    (s) “Person”
      shall mean any individual, firm, corporation, partnership, limited liability
      company, trust or other entity, and shall include any successor (by merger
      or
      otherwise) to such entity. 

     

    (t) “Preferred
      Stock” shall mean the Series B Junior Participating Preferred Stock, par value
      $1.00 per share, of the Company having the rights and preferences set forth
      in
      the Form of Certificate of Designation attached to this Agreement as Exhibit
      A.


     

    (u) “Qualified
      Offer” shall mean an all-cash tender offer for all outstanding shares of Common
      Stock which meets all of the following requirements: 

     

    (i) on
      or
      prior to the date such offer is commenced within the meaning of Rule 14d-2(a)
      of
      the General Rules and Regulations under the Exchange Act, such Person:


     

    
      	 	
              (A)

            	
              has
                on hand cash or cash equivalents for the full amount necessary to
                consummate such offer and has irrevocably committed in writing to
                the
                Company to utilize such cash or cash equivalents for purposes of
                such
                offer if consummated and to set apart and maintain available such
                cash or
                cash equivalents for such purposes until the offer is consummated
                or
                withdrawn; or 

            


    

     

    
      	 	
              (B)

            	
              has
                all financing in the full amount necessary to consummate such offer
                and
                has: 

            


    

     

    (1) entered
      into, and provided to the Company certified copies of, definitive financing
      agreements (including exhibits and related documents) for funds for such offer
      which, when added to the amount of cash and cash equivalents available,
      committed in writing, set apart and maintained in the same manner as described
      in clause (A) above, are in an amount not less than the full amount necessary
      to
      consummate such offer, which agreements are with one or more responsible
      financial institutions or other entities having the necessary financial capacity
      and ability to provide such funds, and are subject only to customary terms
      and
      conditions (which shall in no event include conditions requiring access by
      such
      financial institutions to non-public information to be provided by the Company,
      conditions based on the accuracy of any information concerning the Company,
      or
      conditions requiring the Company to make any representations, warranties or
      covenants in connection with such financing), and 

     

    (2) provided
      to the Company copies of all written materials prepared by such Person for
      such
      financial institutions in connection with entering into such financing
      agreements; provided that, “the full amount necessary to consummate such offer”
in either clause (A) or (B) above shall be an amount sufficient to pay for
      all
      shares of Common Stock outstanding on a fully diluted basis in cash pursuant
      to
      the offer and the second-step transaction required by clause (v) below and
      all
      related expenses; 

     

    
      
        
        

      

      
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    (ii) after
      the
      consummation of such offer, such Person, alone or together with one or more
      direct or indirect wholly-owned Subsidiaries of such Person, owns (in fact)
      Common Stock representing eighty-five percent (85%) or more of the then
      outstanding Common Stock, excluding for purposes of determining the then
      outstanding Common Stock under this clause (ii) those shares of Common Stock
      beneficially owned (x) by persons who are directors and also officers of the
      Company and (y) employee stock plans of the Company in which employee
      participants do not have the right to determine confidentially whether shares
      of
      Common Stock held subject to the plan will be tendered in a tender or exchange
      offer; 

     

    (iii) such
      offer remains open for at least 60 Business Days; provided, however, that (x)
      if
      there is any increase in the price of such offer, such offer must remain open
      for at least an additional 20 Business Days after the last such increase, (y)
      such offer must remain open for at least 20 Business Days after the date that
      any bona fide alternative offer is made which, in the opinion of one or more
      investment banking firms designated by the Company, provides for consideration
      per share in excess of that provided for in such offer, and (z) such offer
      must
      remain open for at least 20 Business Days after the date, if any, on which
      such
      Person reduces the per share price offered in accordance with clause (v)(y)
      below (provided, in the case of each of clauses (x), (y) and (z) above, in
      no
      event will such offer have been outstanding for less than 60 Business Days);
      provided further, however, that such offer need not remain open, as a result
      of
      this clause (iii), beyond (1) the time which any other offer satisfying the
      criteria for a Qualified Offer is then required to be kept open under this
      clause (iii), or (2) the scheduled expiration date, as such date may be extended
      by public announcement on or prior to the then scheduled expiration date, of
      any
      other tender or exchange offer for Common Stock with respect to which the Board
      of Directors has agreed to redeem the Rights immediately prior to acceptance
      for
      payment of Common Stock thereunder (unless such other offer is terminated prior
      to its expiration without any Common Stock having been purchased thereunder);
      

     

    (iv) such
      offer is accompanied by a written opinion, in customary form, of a nationally
      recognized investment banking firm which is addressed to the Company and the
      holders of Common Stock other than such Person and states that the price to
      be
      paid to holders pursuant to the offer is fair from a financial point of view
      to
      such holders and includes any written presentation of such firm showing the
      analysis and range of values underlying such conclusions and such written
      opinion and any such presentation is updated and provided to the Company within
      two Business Days prior to the date such offer is consummated; 

     

    (v) prior
      to
      or on the date that such offer is commenced within the meaning of Rule 14d-2(a)
      of the General Rules and Regulations under the Exchange Act, such Person makes
      an irrevocable written commitment to the Company and, with respect to clause
      (x)
      to its stockholders, (x) to consummate a transaction or transactions promptly
      upon the completion of such offer (and in no event later than five Business
      Days
      thereafter), whereby all Common Stock not purchased in such offer will be
      acquired at the same cash price per share paid in such offer, subject only
      to
      the condition that the Board of Directors shall have granted any approvals
      required to enable such Person to consummate such transaction or transactions
      following consummation of such offer without obtaining the vote of any other
      stockholder, (y) that such Person will not make any amendment to the original
      offer which reduces the per share price offered (other than a reduction to
      reflect any dividend declared by the Company, other than a regular quarterly
      dividend, after the commencement of such offer or any material change in the
      capital structure of the Company initiated by the Company after the commencement
      of such offer, whether by way of reclassification, recapitalization,
      reorganization, repurchase or otherwise), changes the form of consideration
      offered, or reduces the number of shares being sought or which is in any other
      respect materially adverse to the Company’s stockholders, and (z) that neither
      such Person nor any of its Affiliates or Associates will make any offer for
      or
      purchase any equity securities of the Company for a period of one year after
      the
      commencement of the original offer if such original offer does not result in
      the
      tender of the number of shares of Common Stock required to be purchased pursuant
      to clause (ii) above, unless another tender offer by another party for all
      outstanding Common Stock is commenced that (a) constitutes a Qualified Offer
      (in
      which event, any new offer by such Person or of any Affiliates or Associates
      must be at a price no less than that provided for in such original offer) or
      (b)
      is approved by the Board of Directors of the Company (in which event, any new
      offer by such Person or of any of its Affiliates or Associates must be at a
      price no less than that provided for in such approved offer); and



    
      
        
        

      

      
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    (vi) in
      addition to each of the requirements set forth above, such offer is not subject
      to any financing, funding or similar condition, nor any condition relating
      to
      completion of or satisfaction with any due diligence or similar investigation,
      and, subject to the foregoing, otherwise provides for usual and customary terms
      and conditions. 

     

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

     

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

     

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

     

    (y) “Right
      Certificate” shall have the meaning set forth in Section 3 hereof. 

     

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

     

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

     

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

     

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

     

    (dd) “Subsidiary”
      of any Person shall mean any corporation or other entity of which securities
      or
      other ownership interests having ordinary voting power sufficient to elect
      a
      majority of the board of directors or other persons performing similar functions
      are beneficially owned, directly or indirectly, by such Person, and any
      corporation or other entity that is otherwise controlled by such Person, and
      a
“wholly-owned Subsidiary” of any Person shall mean any corporation or other
      entity of which all the securities or other ownership interests are beneficially
      owned by such Person. 


    
      
        
        

      

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


     

    (ff) “Summary
      of Rights” shall have the meaning set forth in Section 3 hereof. 

     

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

     

    Section
      2. Appointment
      of Rights Agent.
      The
      Company hereby appoints the Rights Agent to act as agent for the Company and
      the
      holders of the Rights (who, in accordance with Section 3 hereof, shall prior
      to
      the Distribution Date be the holders 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. 

     

    Section
      3. Issue
      of Right Certificates.
      

     

    (a) Until
      the
      Close of Business on the earlier of (i) the tenth day after the Stock
      Acquisition Date or (ii) the tenth Business Day (or such later date as may
      be
      determined by action of the Board of Directors prior to such time as any Person
      becomes an Acquiring Person) after the date of the commencement by any Person
      (other than an Exempt Person) of, or of the first public announcement of the
      intention of such Person (other than an Exempt Person) to commence, a tender
      or
      exchange offer (other than a Qualified Offer) the consummation of which would
      result in any Person (other than an Exempt Person) becoming the Beneficial
      Owner
      of shares of Common Stock aggregating 20% or more of the Common Stock then
      outstanding (the earlier of such dates being herein referred to as the
“Distribution Date”, provided, however, that if either of such dates occurs
      after the date of this Agreement and on or prior to the Record Date, then the
      Distribution Date shall be the Record Date), (x) the Rights will be evidenced
      (subject to the provisions of Section 3(b) hereof) by the certificates for
      Common Stock registered in the names of the holders thereof and not by separate
      Right Certificates, and (y) the Rights will be transferable only in connection
      with the transfer of Common Stock. 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, insured, postage-prepaid mail, to each record
      holder of Common Stock as of the close of business on the Distribution Date
      (other than any Acquiring Person or any Associate or Affiliate of an Acquiring
      Person), at the address of such holder shown on the records of the Company,
      a
      Right Certificate, in substantially the form of Exhibit B hereto (a “Right
      Certificate”), evidencing one Right (subject to adjustment as provided herein)
      for each share of Common Stock so held. As of the Distribution Date, the Rights
      will be evidenced solely by such Right Certificates. 

     

    (b) On
      the
      Record Date, or as soon as practicable thereafter, the Company will send a
      copy
      of a Summary of Rights to Purchase Shares of Preferred Stock, in substantially
      the form of Exhibit C hereto (the “Summary of Rights”), by first-class,
      postage-prepaid mail, to each record holder of Common Stock as of the Close
      of
      Business on the Record Date (other than any Acquiring Person or any Associate
      or
      Affiliate of any Acquiring Person), at the address of such holder shown on
      the
      records of the Company. With respect to certificates for Common Stock
      outstanding as of the Record Date (notwithstanding any reference or legend
      on
      such certificates relating to prior rights), 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 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 Common Stock represented thereby.


    
      
        
        

      

      
        -8-

        
          

        

      

      
        
        

      

    


    (c) Rights
      shall be issued in respect of all shares of Common Stock issued or disposed
      of
      (including, without limitation, upon disposition of Common Stock out of treasury
      stock or issuance or reissuance of Common Stock out of authorized but unissued
      shares) after the Record Date but prior to the earlier of the Distribution
      Date
      and the Expiration Date, or in certain circumstances provided in Section 22
      hereof, after the Distribution Date. Certificates issued for Common Stock
      (including, without limitation, upon transfer of outstanding Common Stock,
      disposition of Common Stock out of treasury stock or issuance or reissuance
      of
      Common Stock out of authorized but unissued shares) after the Record Date but
      prior to the earlier of the Distribution Date and the Expiration Date shall
      have
      impressed on, printed on, written on or otherwise affixed to them the following
      legend: 

     

    “This
      certificate also evidences and entitles the holder hereof to certain rights
      as
      set forth in a Qualified Offer Plan Rights Agreement between Wilshire
      Enterprises, Inc. (the “Company”) and Continental Stock Transfer & Trust
      Company, as Rights Agent, dated as of December 4, 2008 and as amended from
      time
      to time (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 the Company. Under certain circumstances, as set forth in the Rights
      Agreement, such Rights will be evidenced by separate certificates and will
      no
      longer be evidenced by this certificate. The Company will mail to the holder
      of
      this certificate a copy of the Rights Agreement without charge after receipt
      of
      a written request therefor. Under certain circumstances, as set forth in the
      Rights Agreement, Rights owned by or transferred to any Person who is or becomes
      an Acquiring Person (as defined in the Rights Agreement) and certain transferees
      thereof will become null and void and will no longer be
      transferable.”

     

    With
      respect to such certificates containing the foregoing legend, until the
      Distribution Date, the Rights associated with the Common Stock represented
      by
      such certificates shall be evidenced by such certificates alone, and the
      surrender for transfer of any such certificate, except as otherwise provided
      herein, shall also constitute the transfer of the Rights associated with the
      Common Stock represented thereby. In the event that the Company purchases or
      otherwise acquires any Common Stock after the Record Date but prior to the
      Distribution Date, any Rights associated with such Common Stock shall be deemed
      canceled and retired so that the Company shall not be entitled to exercise
      any
      Rights associated with the Common Stock which are no longer outstanding.



    
      
        
        

      

      
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    Notwithstanding
      this paragraph (c), the omission of a legend shall not affect the enforceability
      of any part of this Agreement or the rights of any holder of the Rights.


     

    Section
      4. Form
      of Right Certificates.
      The
      Right Certificates (and the forms of election to purchase shares and of
      assignment to be printed on the reverse thereof) shall be substantially in
      the
      form set forth in 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 interdealer quotation system on which the Rights may
      from
      time to time be listed or quoted, or to conform to usage. Subject to the
      provisions of this Agreement, the Right Certificates shall entitle the holders
      thereof to purchase such number of one one-thousandths of a share of Preferred
      Stock as shall be set forth therein at the price per one one-thousandth of
      a
      share of Preferred Stock set forth therein (the “Purchase Price”), but the
      number of such one one-thousandths of a share of Preferred Stock and the
      Purchase Price shall be subject to adjustment as provided herein. 

     

    Section
      5. Countersignature
      and Registration.
      

     

    (a) The
      Right
      Certificates shall be executed on behalf of the Company by the Chairman of
      the
      Board and Chief Executive Officer of the Company, either manually or by
      facsimile signature, shall have affixed thereto the Company’s seal or a
      facsimile thereof and shall be attested by the Secretary of the Company, either
      manually or by facsimile signature. The Right 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 Right Certificates shall cease to be such officer of the Company before
      countersignature by the Rights Agent and issuance and delivery by the Company,
      such Right 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 Right Certificates had not ceased to be such officer
      of the Company; and any Right Certificate may be signed on behalf of the Company
      by any Person who, at the actual date of the execution of such Right
      Certificate, shall be a proper officer of the Company to sign such Right
      Certificate, although at the date of the execution of this 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 an
      office or agency designated for such purpose, books for registration and
      transfer of the Right Certificates issued hereunder. Such books shall show
      the
      names and addresses of the respective holders of the Right Certificates, the
      number of Rights evidenced on its face by each of the Right Certificates and
      the
      date of each of the Right Certificates. 

     

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

     

    (a) Subject
      to the provisions of this Agreement, at any time after the Distribution Date
      and
      prior to the Expiration Date, any Right Certificate or Right Certificates may
      be
      transferred, split up, combined or exchanged for another Right Certificate
      or
      Right Certificates, entitling the registered holder to purchase a like number
      of
      one one-thousandths of a share of Preferred Stock as the Right Certificate
      or
      Right Certificates surrendered then entitled such holder to purchase. Any
      registered holder desiring to transfer, split up, combine or exchange any Right
      Certificate or Right Certificates shall make such request in writing delivered
      to the Rights Agent, and shall surrender the Right Certificate or Right
      Certificates to be transferred, split up, combined or exchanged at the office
      or
      agency of the Rights Agent designated for such purpose. Thereupon the Rights
      Agent shall countersign and deliver to the Person entitled thereto a Right
      Certificate or Right 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 Right Certificates. 


    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    


    (b) Subject
      to the provisions of this Agreement, at any time after the Distribution Date
      and
      prior to the Expiration Date, upon receipt by the Company and the Rights Agent
      of evidence reasonably satisfactory to them of the loss, theft, destruction
      or
      mutilation of a Right 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 Right Certificate if mutilated, the Company will make and
      deliver a new Right Certificate of like tenor to the Rights Agent for delivery
      to the registered holder in lieu of the Right Certificate so lost, stolen,
      destroyed or mutilated. 

     

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

     

    (a) Except
      as
      otherwise provided herein, the Rights shall become exercisable on the
      Distribution Date, and thereafter the registered holder of any Right Certificate
      may, subject to Section 11(a)(ii) hereof and except as otherwise provided
      herein, exercise the Rights evidenced thereby in whole or in part upon surrender
      of the Right Certificate, with the form of election to purchase on the reverse
      side thereof duly executed, to the Rights Agent at the office or agency of
      the
      Rights Agent designated for such purpose, together with payment of the aggregate
      Purchase Price with respect to the total number of one one-thousandths of a
      share of Preferred Stock (or other securities, cash or other assets, as the
      case
      may be) as to which the Rights are exercised, at any time which is both after
      the Distribution Date and prior to the time (the “Expiration Date”) that is the
      earliest of (i) the Close of Business on December 4, 2018 (the “Final Expiration
      Date”), (ii) the time at which the Rights are redeemed as provided in Section 23
      hereof (the “Redemption Date”) or (iii) the time at which such Rights are
      exchanged as provided in Section 24 hereof. 

     

    (b) The
      Purchase Price shall be initially $6.50 for each one one-thousandth of a share
      of Preferred Stock purchasable upon the exercise of a Right. The Purchase Price
      and the number of one one-thousandths of a share of Preferred Stock or other
      securities or property to be acquired upon exercise of a Right 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) of this Section 7. 

     

    (c) Except
      as
      otherwise provided herein, upon receipt of a Right Certificate representing
      exercisable Rights, with the form of election to purchase duly executed,
      accompanied by payment of the aggregate Purchase Price for the shares of
      Preferred Stock to be purchased and an amount equal to any applicable transfer
      tax required to be paid by the holder of such Right Certificate in accordance
      with Section 9 hereof, in cash or by certified check, cashier’s check or money
      order payable to the order of the Company, the Rights Agent shall thereupon
      promptly (i) (A) requisition from any transfer agent of the Preferred Stock,
      or
      make available, if the Rights Agent is the transfer agent for the Preferred
      Stock, certificates for the number of shares of Preferred Stock to be purchased
      and the Company hereby irrevocably authorizes its transfer agent to comply
      with
      all such requests, or (B) requisition from a depositary agent appointed by
      the
      Company depositary receipts representing interests in such number of one
      one-thousandths of a share of Preferred Stock as are to be purchased (in which
      case certificates for the Preferred Stock represented by such receipts shall
      be
      deposited by the transfer agent with the depositary agent) and the Company
      hereby directs any such 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 with Section 14 hereof, (iii)
      promptly 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
      Right
      Certificate, registered in such name or names as may be designated by such
      holder and (iv) when appropriate, after receipt, promptly deliver such cash
      to
      or upon the order of the registered holder of such Right Certificate.



    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

    


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

     

    (e) 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 of Rights upon the occurrence of any purported transfer or exercise
      of
      Rights pursuant to Section 6 hereof or this Section 7 unless such registered
      holder shall have (i) completed and signed the certificate contained in the
      form
      of assignment or form of election to purchase set forth on the reverse side
      of
      the Rights Certificate surrendered for such transfer or exercise and (ii)
      provided such additional evidence of the identity of the Beneficial Owner (or
      former Beneficial Owner) thereof as the Company shall reasonably request.


     

    Section
      8. Cancellation
      and Destruction of Right Certificates.
      All
      Right 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 Right
      Certificates shall be issued in lieu thereof except as expressly permitted
      by
      any of the provisions of this Agreement. The Company shall deliver to the Rights
      Agent for cancellation and retirement, and the Rights Agent shall so cancel
      and
      retire, any other Right Certificate purchased or acquired by the Company
      otherwise than upon the exercise thereof. The Rights Agent shall deliver all
      canceled Right Certificates to the Company, or shall, at the written request
      of
      the Company, destroy such canceled Right Certificates, and in such case shall
      deliver a certificate of destruction thereof to the Company. 


    
      
        
        

      

      
        -12-

        
          

        

      

      
        
        

      

    


    Section
      9. Availability
      of Shares of Preferred Stock.
      

     

    (a) The
      Company covenants and agrees that it will cause to be reserved and kept
      available out of its authorized and unissued shares of Preferred Stock or any
      shares of Preferred Stock held in its treasury, the number of shares of
      Preferred Stock that will be sufficient to permit the exercise in full of all
      outstanding Rights. 

     

    (b) So
      long
      as the shares of Preferred Stock issuable upon the exercise of Rights may be
      listed or admitted to trading on any national securities exchange, or quoted
      on
      NASDAQ, the Company shall use its best efforts to cause, from and after such
      time as the Rights become exercisable, all shares reserved for such issuance
      to
      be listed or admitted to trading on such exchange, or quoted on NASDAQ, upon
      official notice of issuance upon such exercise. 

     

    (c) From
      and
      after such time as the Rights become exercisable, the Company shall use its
      best
      efforts, if then necessary to permit the issuance of shares of Preferred Stock
      upon the exercise of Rights, to register and qualify such shares of Preferred
      Stock under the Securities Act and any applicable state securities or “Blue Sky”
laws (to the extent exemptions therefrom are not available), cause such
      registration statement and qualifications to become effective as soon as
      possible after such filing and keep such registration and qualifications
      effective until the earlier of the date as of which the Rights are no longer
      exercisable for such securities and the Expiration Date. The Company may
      temporarily suspend, for a period of time not to exceed 90 days, the
      exercisability of the Rights in order to prepare and file a registration
      statement under the Securities Act and permit it to become effective. Upon
      any
      such suspension, the Company shall issue a public announcement stating that
      the
      exercisability of the Rights has been temporarily suspended, as well as a public
      announcement at such time as the suspension is no longer in effect.
      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 and until a registration statement
      under the Securities Act (if required) shall have been declared effective.
      

     

    (d) The
      Company covenants and agrees that it will take all such action as may be
      necessary to ensure that all shares of Preferred Stock delivered upon exercise
      of Rights shall, at the time of delivery of the certificates therefor (subject
      to payment of the Purchase 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 issuance or delivery of the Right Certificates or of any shares
      of Preferred Stock 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 Right Certificates to a Person other than, or the
      issuance or delivery of certificates or depositary receipts for the Preferred
      Stock in a name other than that of, the registered holder of the Right
      Certificate evidencing Rights surrendered for exercise or to issue or deliver
      any certificates or depositary receipts for Preferred Stock upon the exercise
      of
      any Rights until any such tax shall have been paid (any such tax being payable
      by that holder of such Right Certificate at the time of surrender) or until
      it
      has been established to the Company’s reasonable satisfaction that no such tax
      is due. 


    
      
        
        

      

      
        -13-

        
          

        

      

      
        
        

      

    


    Section
      10. Preferred
      Stock Record Date.
      Each
      Person in whose name any certificate for Preferred Stock is issued upon the
      exercise of Rights shall for all purposes be deemed to have become the holder
      of
      record of the shares of Preferred Stock represented thereby on, and such
      certificate shall be dated, the date upon which the Right Certificate evidencing
      such Rights was duly surrendered and payment of the Purchase Price (and any
      applicable transfer taxes) was made; provided, however, that if the date of
      such
      surrender and payment is a date upon which the Preferred Stock 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 Preferred Stock transfer books of the
      Company are open. Prior to the exercise of the Rights evidenced thereby, the
      holder of a Right Certificate shall not be entitled to any rights of a holder
      of
      Preferred Stock for which the Rights shall be exercisable, including, without
      limitation, the right to vote or to receive dividends or other distributions,
      and shall not be entitled to receive any notice of any proceedings of the
      Company, except as provided herein. 

     

    Section
      11. Adjustment
      of Purchase Price, Number and Kind of Shares and Number of
      Rights.
      The
      Purchase Price, the number of shares of Preferred Stock or other securities
      or
      property purchasable upon exercise of each Right and the number of Rights
      outstanding are subject to adjustment from time to time as provided in this
      Section 11. 

     

    (a) (i)
      In
      the event the Company shall at any time after the date of this Agreement (A)
      declare and pay a dividend on the Preferred Stock payable in shares of Preferred
      Stock, (B) subdivide the outstanding Preferred Stock, (C) combine the
      outstanding Preferred Stock into a smaller number of shares of Preferred Stock
      or (D) issue any shares of its capital stock in a reclassification of the
      Preferred Stock (including any such reclassification in connection with a
      consolidation or merger in which the Company is the continuing or surviving
      corporation), except as otherwise provided in this Section 11(a), the Purchase
      Price in effect at the time of the record date for such dividend or of the
      effective date of such subdivision, combination or reclassification, and the
      number and kind of shares of capital stock issuable on such date, shall be
      proportionately adjusted so that the holder of any Right exercised after such
      time shall be entitled to receive the aggregate number and kind of shares of
      capital stock which, if such Right had been exercised immediately prior to
      such
      date and at a time when the Preferred Stock transfer books of the Company were
      open, the holder would have owned upon such exercise and been entitled to
      receive by virtue of such dividend, subdivision, combination or
      reclassification; 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.
      

     

    (ii) Subject
      to Section 24 of this Agreement, in the event any Person becomes an Acquiring
      Person (the first occurrence of such event being referred to hereinafter as
      the
“Flip-In Event”), then (A) the Purchase Price shall be adjusted to be the
      Purchase Price in effect immediately prior to the Flip-In Event multiplied
      by
      the number of one one-thousandths of a share of Preferred Stock for which a
      Right was exercisable immediately prior to such Flip-In Event, whether or not
      such Right was then exercisable, and (B) each holder of a Right, except as
      otherwise provided in this Section 11(a)(ii) and Section 11(a)(iii) hereof,
      shall thereafter have the right to receive, upon exercise thereof at a price
      equal to the Purchase Price (as so adjusted), in accordance with the terms
      of
      this Agreement and in lieu of shares of Preferred Stock, such number of shares
      of Common Stock as shall equal the result obtained by dividing the Purchase
      Price (as so adjusted) by 50% of the current per share market price of the
      Common Stock (determined pursuant to Section 11(d) hereof) on the date of such
      Flip-In Event; provided, however, that the Purchase Price (as so adjusted)
      and
      the number of shares of Common Stock so receivable upon exercise of a Right
      shall, following the Flip-In Event, be subject to further adjustment as
      appropriate in accordance with Section 11(f) hereof. Notwithstanding anything
      in
      this Agreement to the contrary, however, from and after the Flip-In Event,
      any
      Rights that are beneficially owned by (x) any Acquiring Person (or any Affiliate
      or Associate of any Acquiring Person), (y) a transferee of any Acquiring Person
      (or any such Affiliate or Associate) who becomes a transferee after the Flip-In
      Event or (z) a transferee of any Acquiring Person (or any such Affiliate or
      Associate) who became a transferee prior to or concurrently with the Flip-In
      Event pursuant to either (1) a transfer from the Acquiring Person to holders
      of
      its equity securities or to any Person with whom it has any continuing
      agreement, arrangement or understanding regarding the transferred Rights or
      (2)
      a transfer which the Board of Directors has determined is part of a plan,
      arrangement or understanding which has the purpose or effect of avoiding the
      provisions of this paragraph, and subsequent transferees of such Persons, shall
      be void without any further action and any holder of such Rights shall
      thereafter have no rights whatsoever with respect to such Rights under any
      provision of this Agreement. The Company shall use all reasonable efforts to
      ensure that the provisions of this Section 11(a)(ii) are complied with, but
      shall have no liability to any holder of Right Certificates or other Person
      as a
      result of its failure to make any determinations with respect to an Acquiring
      Person or its Affiliates, Associates or transferees hereunder. From and after
      the Flip-In Event, no Right Certificate shall be issued pursuant to Section
      3 or
      Section 6 hereof that represents Rights that are or have become void pursuant
      to
      the provisions of this paragraph, and any Right Certificate delivered to the
      Rights Agent that represents Rights that are or have become void pursuant to
      the
      provisions of this paragraph shall be canceled. From and after the occurrence
      of
      an event specified in Section 13(a) hereof, any Rights that theretofore have
      not
      been exercised pursuant to this Section 11(a)(ii) shall thereafter be
      exercisable only in accordance with Section 13 and not pursuant to this Section
      11(a)(ii). 


    
      
        
        

      

      
        -14-

        
          

        

      

      
        
        

      

    


    (iii) The
      Company may at its option substitute for a share of Common Stock issuable upon
      the exercise of Rights in accordance with the foregoing subparagraph (ii) a
      number of shares of Preferred Stock or fraction thereof such that the current
      per share market price of one share of Preferred Stock multiplied by such number
      or fraction is equal to the current per share market price of one share of
      Common Stock. In the event that there shall not be sufficient shares of Common
      Stock issued but not outstanding or authorized but unissued to permit the
      exercise in full of the Rights in accordance with the foregoing subparagraph
      (ii), the Board of Directors shall, to the extent permitted by applicable law
      and any material agreements then in effect to which the Company is a party
      (A)
      determine the excess (such excess, the “Spread”) of (1) the value of the shares
      of Common Stock issuable upon the exercise of a Right in accordance with the
      foregoing subparagraph (ii) (the “Current Value”) over (2) the Purchase Price
      (as adjusted in accordance with the foregoing subparagraph (ii)), and (B) with
      respect to each Right (other than Rights which have become void pursuant to
      the
      foregoing subparagraph (ii)), make adequate provision to substitute for the
      shares of Common Stock issuable in accordance with the foregoing subparagraph
      (ii) upon exercise of the Right and payment of the Purchase Price (as adjusted
      in accordance therewith), (1) cash, (2) a reduction in such Purchase Price,
      (3)
      shares of Preferred Stock or other equity securities of the Company (including,
      without limitation, shares or fractions of shares of preferred stock which,
      by
      virtue of having dividend, voting and liquidation rights substantially
      comparable to those of the shares of Common Stock, are deemed in good faith
      by
      the Board of Directors to have substantially the same value as the shares of
      Common Stock (such shares of Preferred Stock and shares or fractions of shares
      of preferred stock are hereinafter referred to as “Common Stock Equivalents”)),
      (4) debt securities of the Company, (5) other assets, or (6) any combination
      of
      the foregoing, having a value which, when added to the value of the shares
      of
      Common Stock issued upon exercise of such Right, shall have an aggregate value
      equal to the Current Value (less the amount of any reduction in such Purchase
      Price), where such aggregate value has been determined by the Board of Directors
      upon the advice of a nationally recognized investment banking firm selected
      in
      good faith by the Board of Directors; provided, however, that if the Company
      shall not make adequate provision to deliver value pursuant to clause (B) above
      within thirty (30) days following the Flip-In Event (the “Section 11(a) (ii)
      Trigger Date”), then the Company shall be obligated to deliver, to the extent
      permitted by applicable law and any material agreements then in effect to which
      the Company is a party, upon the surrender for exercise of a Right and without
      requiring payment of such Purchase Price, shares of Common Stock (to the extent
      available), and then, if necessary, such number or fractions of shares of
      Preferred Stock (to the extent available) and then, if necessary, cash, which
      shares and/or cash have an aggregate value equal to the Spread. If, upon the
      occurrence of the Flip-In Event, the Board of Directors shall determine in
      good
      faith that it is likely that sufficient additional shares of Common Stock could
      be authorized for issuance upon exercise in full of the Rights, then, if the
      Board of Directors so elects, 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 (such thirty (30)
      day
      period, as it may be extended, is herein called the “Substitution Period”). To
      the extent that the Company determines that some action need be taken pursuant
      to the second and/or third sentence of this Section 11(a)(iii), the Company
      (x)
      shall provide, subject to Section 11(a)(ii) hereof and the last sentence of
      this
      Section 11(a)(iii) 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 and/or to decide the appropriate form of distribution to
      be
      made pursuant to such second sentence and to determine the value thereof. In
      the
      event of any such suspension, the Company shall issue a public announcement
      stating that the exercisability of the Rights has been temporarily suspended,
      as
      well as a public announcement at such time as the suspension is no longer in
      effect. For purposes of this Section 11(a)(iii), the value of the shares of
      Common Stock shall be the current per share market price (as determined pursuant
      to Section 11(d)(i)) on the Section 11(a)(ii) Trigger Date and the per share
      or
      fractional value of any “Common Stock Equivalent” shall be deemed to equal the
      current per share market price of the Common Stock. The Board of Directors
      of
      the Company may, but shall not be required to, establish procedures to allocate
      the right to receive shares of Common Stock upon the exercise of the Rights
      among holders of Rights pursuant to this Section 11(a)(iii). 


    
      
        
        

      

      
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    (b) In
      case
      the Company shall fix a record date for the issuance of rights, options or
      warrants to all holders of Preferred Stock entitling them (for a period expiring
      within 45 calendar days after such record date) to subscribe for or purchase
      Preferred Stock (or shares having the same rights, privileges and preferences
      as
      the Preferred Stock (“equivalent preferred shares”)) or securities convertible
      into Preferred Stock or equivalent preferred shares at a price per share of
      Preferred Stock or equivalent preferred shares (or having a conversion price
      per
      share, if a security convertible into shares of Preferred Stock or equivalent
      preferred shares) less than the then current per share market price of the
      Preferred Stock (determined pursuant to Section 11(d) hereof) on such record
      date, the Purchase Price to be in effect after such record date shall be
      determined by multiplying the Purchase Price in effect immediately prior to
      such
      record date by a fraction, the numerator of which shall be the number of shares
      of Preferred Stock and equivalent preferred shares outstanding on such record
      date plus the number of shares of Preferred Stock and equivalent preferred
      shares which the aggregate offering price of the total number of shares of
      Preferred Stock and/or equivalent preferred shares so to be offered (and/or
      the
      aggregate initial conversion price of the convertible securities so to be
      offered) would purchase at such current market price, and the denominator of
      which shall be the number of shares of Preferred Stock and equivalent preferred
      shares outstanding on such record date plus the number of additional shares
      of
      Preferred Stock and/or equivalent preferred shares to be offered for
      subscription or purchase (or into which the convertible securities so to be
      offered are initially convertible); provided, however, that in no event shall
      the consideration to be paid upon the exercise of one Right be less than the
      aggregate par value of the shares of capital stock of the Company issuable
      upon
      exercise of one Right. In case such subscription price may be paid in a
      consideration part or all of which shall be in a form other than cash, the
      value
      of such consideration shall be as determined in good faith by the Board of
      Directors of the Company, whose determination shall be described in a statement
      filed with the Rights Agent. Shares of Preferred Stock and equivalent preferred
      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 Purchase Price shall
      be
      adjusted to be the Purchase Price which would then be in effect if such record
      date had not been fixed. 

     

    (c) In
      case
      the Company shall fix a record date for the making of a distribution to all
      holders of the Preferred Stock (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 or a dividend payable in Preferred Stock) or
      subscription rights or warrants (excluding those referred to in Section 11(b)
      hereof), the Purchase Price to be in effect after such record date shall be
      determined by multiplying the Purchase Price in effect immediately prior to
      such
      record date by a fraction, the numerator of which shall be the then current
      per
      share market price of the Preferred Stock (determined pursuant to Section 11(d)
      hereof) on such record date, less the fair market value (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
      assets or evidences of indebtedness so to be distributed or of such subscription
      rights or warrants applicable to one share of Preferred Stock, and the
      denominator of which shall be such current per share market price (determined
      pursuant to Section 11(d) hereof) of the Preferred Stock; 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 to be issued 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 Purchase Price shall again be adjusted to
      be
      the Purchase Price which would then be in effect if such record date had not
      been fixed. 


    
      
        
        

      

      
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    (d) (i)
      Except as otherwise provided herein, for the purpose of any computation
      hereunder, the “current per share market price” of any security (a “Security”
for the purpose of this Section 11(d)(i)) on any date shall be deemed to be
      the
      average of the daily closing prices per share of such Security for the 30
      consecutive Trading Days (as such term is hereinafter defined) 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 (A) a dividend or distribution
      on
      such Security payable in shares of such Security or securities convertible
      into
      such shares, or (B) any subdivision, combination or reclassification of such
      Security, and prior to the expiration of 30 Trading Days after the ex-dividend
      date for such dividend or distribution, or the record date for such subdivision,
      combination or reclassification, then, and in each such case, the current per
      share market price shall be appropriately adjusted to reflect the current market
      price per share equivalent of such Security. The closing price for each day
      shall be the last sale price, regular way, or, in case no such sale takes place
      on such day, the average of the closing bid and asked prices, regular way,
      in
      either case as reported by the principal consolidated transaction reporting
      system with respect to securities listed or admitted to trading on the AMEX
      or,
      if the Security is not listed or admitted to trading on the AMEX, 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 quoted price
      or, if not so quoted, the average of the high bid and low asked prices in the
      over-the-counter market, as reported by NASDAQ or such other system then in
      use,
      or, if on any such date 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. The term “Trading Day” shall mean a day on which the principal
      national securities exchange on which the Security is listed or admitted to
      trading is open for the transaction of business or, if the Security is not
      listed or admitted to trading on any national securities exchange, a Business
      Day. 

     

    (ii) For
      the
      purpose of any computation hereunder, if the Preferred Stock is publicly traded,
      the “current per share market price” of the Preferred Stock shall be determined
      in accordance with the method set forth in Section 11(d)(i). If the Preferred
      Stock is not publicly traded but the Common Stock is publicly traded, the
“current per share market price” of the Preferred Stock shall be conclusively
      deemed to be the current per share market price of the Common Stock as
      determined pursuant to Section 11(d)(i) multiplied by the then applicable
      Adjustment Number (as defined in and determined in accordance with the
      Certificate of Designation for the Preferred Stock). If neither the Common
      Stock
      nor the Preferred Stock is publicly 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. 

     

    (e) No
      adjustment in the Purchase Price shall be required unless such adjustment would
      require an increase or decrease of at least 1% in the Purchase Price; provided,
      however, that any adjustments which by reason of this Section 11(e) are not
      required to be made shall be carried forward and taken into account in any
      subsequent adjustment. All calculations under this Section 11 shall be made
      to
      the nearest cent or to the nearest one hundred-thousandth of a share of
      Preferred Stock or one-hundredth of a share of Common Stock or other share
      or
      security as the case may be. Notwithstanding the first sentence of this Section
      11(e), any adjustment required by this Section 11 shall be made no later than
      the earlier of (i) three years from the date of the transaction which requires
      such adjustment or (ii) the Expiration Date. 


    
      
        
        

      

      
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    (f) If
      as a
      result of an adjustment made pursuant to Section 11(a) hereof, the holder of
      any
      Right thereafter exercised shall become entitled to receive any shares of
      capital stock of the Company other than the Preferred Stock, thereafter the
      Purchase Price and the number of such other shares so receivable upon exercise
      of a Right shall be subject to adjustment from time to time in a manner and
      on
      terms as nearly equivalent as practicable to the provisions with respect to
      the
      Preferred Stock contained in Sections 11(a), 11(b), 11(c), 11(e), 11(h), 11(i)
      and 11(m) hereof, as applicable, and the provisions of Sections 7, 9, 10, 13
      and
      14 hereof with respect to the Preferred Stock shall apply on like terms to
      any
      such other shares. 

     

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

     

    (h) Unless
      the Company shall have exercised its election as provided in Section 11(i),
      upon
      each adjustment of the Purchase Price as a result of the calculations made
      in
      Sections 11(b) and 11(c), each Right outstanding immediately prior to the making
      of such adjustment shall thereafter evidence the right to purchase, at the
      adjusted Purchase Price, that number of one one-thousandths of a share of
      Preferred Stock (calculated to the nearest one hundred-thousandth of a share
      of
      Preferred Stock) obtained by (i) multiplying (x) the number of one
      one-thousandths of a share purchasable upon the exercise of a Right immediately
      prior to such adjustment by (y) the Purchase Price in effect immediately prior
      to such adjustment and (ii) dividing the product so obtained by the Purchase
      Price in effect immediately after such adjustment. 

     

    (i) The
      Company may elect on or after the date of any adjustment of the Purchase Price
      pursuant to Sections 11(b) or 11(c) hereof to adjust the number of Rights,
      in
      substitution for any adjustment in the number of one one-thousandths of a share
      of Preferred Stock purchasable upon the exercise of a Right. Each of the Rights
      outstanding after such adjustment of the number of Rights shall be exercisable
      for the number of one one-thousandths of a share of Preferred Stock for which
      a
      Right was exercisable immediately prior to such adjustment. Each Right held
      of
      record prior to such adjustment of the number of Rights shall become that number
      of Rights (calculated to the nearest one-hundredth) obtained by dividing the
      Purchase Price in effect immediately prior to adjustment of the Purchase Price
      by the Purchase Price in effect immediately after adjustment of the Purchase
      Price. The Company shall make a public announcement of its election to adjust
      the number of Rights, indicating the record date for the adjustment, and, if
      known at the time, the amount of the adjustment to be made. Such record date
      may
      be the date on which the Purchase Price is adjusted or any day thereafter,
      but,
      if the Right Certificates have been issued, shall be at least 10 days later
      than
      the date of the public announcement. If Right Certificates have been issued,
      upon each adjustment of the number of Rights pursuant to this Section 11(i),
      the
      Company may, as promptly as practicable, cause to be distributed to holders
      of
      record of Right Certificates on such record date Right 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 Right Certificates held by such holders prior to the date
      of
      adjustment, and upon surrender thereof, if required by the Company, new Right
      Certificates evidencing all the Rights to which such holders shall be entitled
      after such adjustment. Right Certificates so to be distributed shall be issued,
      executed and countersigned in the manner provided for herein and shall be
      registered in the names of the holders of record of Right Certificates on the
      record date specified in the public announcement. 


    
      
        
        

      

      
        -18-

        
          

        

      

      
        
        

      

    


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

     

    (k) Before
      taking any action that would cause an adjustment reducing the Purchase Price
      below the then par value, if any, of the fraction of Preferred Stock or other
      shares of capital stock issuable upon exercise of a Right, the Company shall
      take any corporate action which may, in the opinion of its counsel, be necessary
      in order that the Company may validly and legally issue fully paid and
      nonassessable shares of Preferred Stock or other such shares at such adjusted
      Purchase Price. 

     

    (l) In
      any
      case in which this Section 11 shall require that an adjustment in the Purchase
      Price be made effective as of a record date for a specified event, the Company
      may elect to defer until the occurrence of such event issuing to the holder
      of
      any Right exercised after such record date the Preferred Stock and other capital
      stock or securities of the Company, if any, issuable upon such exercise over
      and
      above the Preferred Stock and other capital stock or securities of the Company,
      if any, issuable upon such exercise on the basis of the Purchase Price in effect
      prior to such adjustment; provided, however, that the Company shall deliver
      to
      such holder a due bill or other appropriate instrument evidencing such holder’s
      right to receive such additional shares upon the occurrence of the event
      requiring such adjustment. 

     

    (m) Anything
      in this Section 11 to the contrary notwithstanding, the Company shall be
      entitled to make such adjustments in the Purchase 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
      consolidation or subdivision of the Preferred Stock, issuance wholly for cash
      of
      any shares of Preferred Stock at less than the current market price, issuance
      wholly for cash of Preferred Stock or securities which by their terms are
      convertible into or exchangeable for Preferred Stock, dividends on Preferred
      Stock payable in shares of Preferred Stock or issuance of rights, options or
      warrants referred to hereinabove in Section 11(b), hereafter made by the Company
      to holders of its Preferred Stock shall not be taxable to such stockholders.
      

     

    (n) Anything
      in this Agreement to the contrary notwithstanding, in the event that at any
      time
      after the date of this Agreement and prior to the Distribution Date, the Company
      shall (i) declare and pay any dividend on the Common Stock payable in Common
      Stock or (ii) effect a subdivision, combination or consolidation of the Common
      Stock (by reclassification or otherwise than by payment of a dividend payable
      in
      Common Stock) into a greater or lesser number of shares of Common Stock, then,
      in each such case, the number of Rights associated with each share of Common
      Stock then outstanding, or issued or delivered thereafter, shall be
      proportionately adjusted so that the number of Rights thereafter associated
      with
      each share of Common Stock following any such event shall equal the result
      obtained by multiplying the number of Rights associated with each share of
      Common Stock immediately prior to such event by a fraction the numerator of
      which shall be the total number of shares of Common Stock outstanding
      immediately prior to the occurrence of the event and the denominator of which
      shall be the total number of shares of Common Stock outstanding immediately
      following the occurrence of such event. 


    
      
        
        

      

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

     

    Section
      12. Certificate
      of Adjusted Purchase Price or Number of Shares.
      Whenever an adjustment is made as provided in Section 11 or 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 Common Stock and the
      Preferred Stock a copy of such certificate and (c) mail a brief summary thereof
      to each holder of a Right Certificate in accordance with Section 25 hereof
      (if
      so required under Section 25 hereof). The Rights Agent shall be fully protected
      in relying on any such certificate and on any adjustment therein contained
      and
      shall not be deemed to have knowledge of any such adjustment unless and until
      it
      shall have received such certificate. 

     

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

     

    (a) In
      the
      event, directly or indirectly, at any time after the Flip-In Event (i) the
      Company shall consolidate with or shall merge into any other Person, (ii) any
      Person shall merge with and into the Company and the Company shall be the
      continuing or surviving corporation of such merger and, in connection with
      such
      merger, all or part of the Common Stock shall be changed into or exchanged
      for
      stock or other securities of any other Person (or of the Company) or cash or
      any
      other property, 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 (other than the Company or one or more wholly-owned Subsidiaries
      of
      the Company), then upon the first occurrence of such event, proper provision
      shall be made so that: (A) each holder of a Right (other than Rights which
      have
      become void pursuant to Section 11(a)(ii) hereof) shall thereafter have the
      right to receive, upon the exercise thereof at the Purchase Price (as
      theretofore adjusted in accordance with Section 11(a)(ii) hereof), in accordance
      with the terms of this Agreement and in lieu of shares of Preferred Stock or
      Common Stock of the Company, such number of validly authorized and issued,
      fully
      paid, non-assessable and freely tradeable shares of Common Stock of the
      Principal Party (as such term is hereinafter defined), not subject to any liens,
      encumbrances, rights of first refusal or other adverse claims, as shall equal
      the result obtained by dividing the Purchase Price (as theretofore adjusted
      in
      accordance with Section 11(a)(ii) hereof) by 50% of the current per share market
      price of the Common Stock of such Principal Party (determined pursuant to
      Section 11(d) hereof) on the date of consummation of such consolidation, merger,
      sale or transfer; provided, however, that the Purchase Price (as theretofore
      adjusted in accordance with Section 11(a)(ii) hereof) 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(f) hereof to reflect any events occurring in respect of the Common Stock
      of
      such Principal Party after the occurrence of such consolidation, merger, sale
      or
      transfer; (B) such Principal Party shall thereafter be liable for, and shall
      assume, by virtue of such consolidation, merger, sale or transfer, all the
      obligations and duties of the Company pursuant to this Agreement; (C) the term
      “Company” shall thereafter be deemed to refer to such Principal Party; and (D)
      such Principal Party shall take such steps (including, but not limited to,
      the
      reservation of a sufficient number of its shares of Common Stock in accordance
      with Section 9 hereof) in connection with such consummation of any such
      transaction as may be necessary to assure that the provisions hereof shall
      thereafter be applicable, as nearly as reasonably may be, in relation to the
      shares of its Common Stock thereafter deliverable upon the exercise of the
      Rights; provided that, 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 Purchase Price as provided
      in this Section 13(a), such cash, shares, rights, warrants and other property
      which such holder would have been entitled to receive had such holder, at the
      time of such transaction, owned the Common Stock of the Principal Party
      receivable upon the exercise of a 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. 


    
      
        
        

      

      
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    (b) “Principal
      Party” shall mean: 

     

    (i) in
      the
      case of any transaction described in (i) or (ii) of the first sentence 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 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 (iii) of the first sentence 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 each Person that is a party to such transaction or
      transactions receives the same portion of the assets or earning power so
      transferred or if the Person receiving the greatest portion of the assets or
      earning power cannot be determined, whichever of such Persons is the issuer
      of
      Common Stock having the greatest aggregate market value of shares outstanding;
      


    
      
        
        

      

      
        -21-

        
          

        

      

      
        
        

      

    


    provided,
      however, that in any such case described in the foregoing clause (b)(i) or
      (b)(ii), if the Common Stock of such Person is not at such time or has not
      been
      continuously over the preceding 12-month period registered under Section 12
      of
      the Exchange Act, then (1) if such Person is a direct or indirect Subsidiary
      of
      another Person the Common Stock of which is and has 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
      all of which is and has been so registered, the term “Principal Party” shall
      refer to whichever of such Persons is the issuer 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 consolidation, merger, sale or transfer
      referred to in Section 13(a) hereof unless prior thereto the Company and the
      Principal Party involved therein shall have executed and delivered to the Rights
      Agent an agreement confirming that the requirements of Sections 13(a) and (b)
      hereof shall promptly be performed in accordance with their terms and that
      such
      consolidation, merger, sale or transfer of assets shall not result in a default
      by the Principal Party under this Agreement as the same shall have been assumed
      by the Principal Party pursuant to Sections 13(a) and (b) hereof and providing
      that, as soon as practicable after executing such agreement pursuant to this
      Section 13, the Principal Party will: 

     

    (i) prepare
      and file a registration statement under the Securities Act, if necessary, 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, if the Common Stock of the Principal Party shall be listed or
      admitted to trading on the AMEX, the New York Stock Exchange or on another
      national securities exchange, to list or admit to trading (or continue the
      listing of) the Rights and the securities purchasable upon exercise of the
      Rights on the AMEX, the New York Stock Exchange or such securities exchange,
      or,
      if the Common Stock of the Principal Party shall not be listed or admitted
      to
      trading on the AMEX, the New York Stock Exchange or a national securities
      exchange, to cause the Rights and the securities receivable upon exercise of
      the
      Rights to be authorized for quotation on NASDAQ or on such other system then
      in
      use; 

     

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


    
      
        
        

      

      
        -22-

        
          

        

      

      
        
        

      

    

     

    (iv) obtain
      waivers of any rights of first refusal or preemptive rights in respect of the
      Common Stock of the Principal Party subject to purchase upon exercise of
      outstanding Rights. 

     

    (d) In
      case
      the Principal Party has provision in any of its authorized securities or in
      its
      certificate of incorporation or by-laws or other instrument governing its
      affairs, which provision would have the effect of (i) causing such Principal
      Party to issue (other than to holders of Rights pursuant to this Section 13),
      in
      connection with, or as a consequence of, the consummation of a transaction
      referred to in this Section 13, shares of Common Stock or Common Stock
      Equivalents of such Principal Party at less than the then current market price
      per share thereof (determined pursuant to Section 11(d) hereof) or securities
      exercisable for, or convertible into, Common Stock or Common Stock Equivalents
      of such Principal Party at less than such then current market price, or (ii)
      providing for any special payment, tax or similar provision in connection with
      the issuance of the Common Stock of such Principal Party pursuant to the
      provisions of Section 13, then, in such event, the Company hereby agrees with
      each holder of Rights that it shall not consummate any such transaction unless
      prior thereto the Company and such Principal Party shall have executed and
      delivered to the Rights Agent a supplemental agreement providing that the
      provision in question of such Principal Party shall have been canceled, waived
      or amended, or that the authorized securities shall be redeemed, so that the
      applicable provision will have no effect in connection with, or as a consequence
      of, the consummation of the proposed transaction. 

     

    (e) The
      Company covenants and agrees that it shall not, at any time after the Flip-In
      Event, enter into any transaction of the type described in clauses (i) through
      (iii) of Section 13(a) hereof if (i) at the time of or immediately after such
      consolidation, merger, sale, transfer or other transaction 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 consolidation, merger, sale, transfer or other transaction, 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 Sections 13(a), 13(b), 13(c), 13(d) and 13(e) hereof shall not
      apply to a transaction which (i) is consummated following completion of a
      Qualified Offer and (ii) complies with and is effected in accordance with clause
      (v)(x) of Section 1(u) hereof. 


    
      
        
        

      

      
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    Section
      14. Fractional
      Rights and Fractional Shares.

     

    (a) The
      Company shall not be required to issue fractions of Rights or to distribute
      Right Certificates which evidence fractional Rights (except prior to the
      Distribution Date in accordance with Section 11(n) hereof). In lieu of such
      fractional Rights, there shall be paid to the registered holders of the Right
      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. The closing price for any day shall be the last
      sale price, regular way, or, in case no such sale takes place on such day,
      the
      average of the closing bid and asked prices, regular way, in either case as
      reported in the principal consolidated transaction reporting system with respect
      to securities listed or admitted to trading on the AMEX or, if the Rights are
      not listed or admitted to trading on the AMEX, as reported in the principal
      consolidated transaction reporting system with respect to securities listed
      on
      the principal national securities exchange on which the Rights are listed or
      admitted to trading or, if the Rights are not listed or admitted to trading
      on
      any national securities exchange, the last quoted price or, if not so quoted,
      the average of the high bid and low asked prices in the over-the-counter market,
      as reported by NASDAQ or such other system then in use or, if on any such date
      the Rights are not quoted by any such organization, the average of the closing
      bid and asked prices as furnished by a professional market maker making a market
      in the Rights selected by the Board of Directors of the Company. If on any
      such
      date no such market maker is making a market in the Rights, the fair value
      of
      the Rights on such date as determined in good faith by the Board of Directors
      of
      the Company shall be used. 

     

    (b) The
      Company shall not be required to issue fractions of Preferred Stock (other
      than
      fractions which are integral multiples of one one-thousandth of a share of
      Preferred Stock) or to distribute certificates which evidence fractional shares
      of Preferred Stock (other than fractions which are integral multiples of one
      one-thousandth of a share of Preferred Stock) upon the exercise or exchange
      of
      Rights. Interests in fractions of Preferred Stock in integral multiples of
      one
      one-thousandth of a share of Preferred Stock 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 Stock represented by such depositary
      receipts. In lieu of fractional shares of Preferred Stock that are not integral
      multiples of one one-thousandth of a share of Preferred Stock, the Company
      shall
      pay to the registered holders of Right Certificates at the time such Rights
      are
      exercised or exchanged as herein provided an amount in cash equal to the same
      fraction of the current market value of a whole share of Preferred Stock (as
      determined in accordance with Section 14(a) hereof) for the Trading Day
      immediately prior to the date of such exercise or exchange. 

     

    (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 the Right 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 in accordance with Section
      14(a) hereof) for the Trading Day immediately prior to the date of such exercise
      or exchange. 

     

    (d) The
      holder of a Right by the acceptance of the Right expressly waives his right
      to
      receive any fractional Rights or any fractional shares upon exercise or exchange
      of a Right (except as provided above). 


    
      
        
        

      

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

     

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

     

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

     

    (b) after
      the
      Distribution Date, the Right Certificates are transferable only on the registry
      books of the Rights Agent if surrendered at the office or agency of the Rights
      Agent designated for such purpose, duly endorsed or accompanied by a proper
      instrument of transfer; and 

     

    (c) the
      Company and the Rights Agent may deem and treat the Person in whose name the
      Right Certificate (or, prior to the Distribution Date, the 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
      Right Certificates or the Common Stock certificate made by anyone other than
      the
      Company or the Rights Agent) for all purposes whatsoever, and neither the
      Company nor the Rights Agent, subject to Section 7(e) hereof, shall be affected
      by any notice to the contrary. 

     

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


    
      
        
        

      

      
        -25-

        
          

        

      

      
        
        

      

    


    Section
      18. Concerning
      the Rights Agent.
      

     

    (a) The
      Company agrees to pay to the Rights Agent reasonable compensation for all
      services rendered by it hereunder and, from time to time, on demand of the
      Rights Agent, its reasonable expenses and counsel fees and other disbursements
      incurred in the administration and execution of this Agreement and the exercise
      and performance of its duties hereunder. The Company also agrees to indemnify
      the Rights Agent for, and to hold it harmless against, any loss, liability
      or
      expense, incurred without 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 arising
      therefrom, directly or indirectly. 

     

    (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 Right Certificate or
      certificate for the Preferred Stock or Common Stock or for other securities
      of
      the Company, instrument of assignment or transfer, power of attorney,
      endorsement, affidavit, letter, notice, direction, consent, certificate,
      statement or other paper or document believed by it to be genuine and to be
      signed, executed and, where necessary, verified or acknowledged, by the proper
      Person or Persons, or otherwise upon the advice of counsel as set forth in
      Section 20 hereof. 

     

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

     

    (a) Any
      corporation into which the Rights Agent or any successor Rights Agent may be
      merged or with which it may be consolidated, or any corporation resulting from
      any merger or consolidation to which the Rights Agent or any successor Rights
      Agent shall be a party, or any corporation succeeding to the stock transfer
      or
      corporate trust powers 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, 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 Right 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 Right Certificates so countersigned;
      and in case at that time any of the Right Certificates shall not have been
      countersigned, any successor Rights Agent may countersign such Right
      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 Right Certificates
      shall have the full force provided in the Right Certificates and in this
      Agreement. 

     

    (b) In
      case
      at any time the name of the Rights Agent shall be changed and at such time
      any
      of the Right Certificates shall have been countersigned but not delivered,
      the
      Rights Agent may adopt the countersignature under its prior name and deliver
      Right Certificates so countersigned; and in case at that time any of the Right
      Certificates shall not have been countersigned, the Rights Agent may countersign
      such Right Certificates either in its prior name or in its changed name and
      in
      all such cases such Right Certificates shall have the full force provided in
      the
      Right Certificates and in this Agreement. 


    
      
        
        

      

      
        -26-

        
          

        

      

      
        
        

      

    


    Section
      20. Duties
      of Rights Agent.
      The
      Rights Agent undertakes the duties and obligations imposed by this Agreement
      upon the following terms and conditions, by all of which the Company and the
      holders of Right Certificates, by their acceptance thereof, shall be bound:
      

     

    (a) The
      Rights Agent may consult with legal counsel (who may be legal counsel for the
      Company), and the opinion of such counsel shall be full and complete
      authorization and protection to the Rights Agent as to any action taken or
      omitted by it in good faith and in accordance with such opinion. 

     

    (b) Whenever
      in the performance of its duties under this Agreement the Rights Agent shall
      deem it necessary or desirable that any fact or matter be proved or established
      by the Company prior to taking or suffering any action hereunder, such fact
      or
      matter (unless other evidence in respect thereof be herein specifically
      prescribed) may be deemed to be conclusively proved and established by a
      certificate signed by the Chairman of the Board and Chief Executive Officer
      and
      the 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 Right 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
      Right 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 Right Certificate; nor shall it be responsible
      for
      any change in the exercisability of the Rights (including the Rights becoming
      void pursuant to Section 11(a)(ii) hereof) or any change or adjustment in the
      terms of the Rights provided for in Sections 3, 11, 13, 23 and 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 Right
      Certificates after receipt 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 shares of Preferred Stock or other securities to be issued
      pursuant to this Agreement or any Right Certificate or as to whether any shares
      of Preferred Stock or other securities 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. 


    
      
        
        

      

      
        -27-

        
          

        

      

      
        
        

      

    


    (g) The
      Rights Agent is hereby authorized and directed to accept instructions with
      respect to the performance of its duties hereunder from any person reasonably
      believed by the Rights Agent to be one of the Chairman of the Board and Chief
      Executive Officer or the Secretary of the Company, and to apply to such officers
      for advice or instructions in connection with its duties, and it shall not
      be
      liable for any action taken or suffered by it in good faith in accordance with
      instructions of any such officer or for any delay in acting while waiting for
      those instructions. Any application by the Rights Agent for written instructions
      from the Company may, at the option of the Rights Agent, set forth in writing
      any action proposed to be taken or omitted by the Rights Agent under this
      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 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) If,
      with
      respect to any Rights Certificate surrendered to the Rights Agent for exercise
      or transfer, the certificate contained in the form of assignment or the form
      of
      election to purchase set forth on the reverse thereof, as the case may be,
      has
      not been completed to certify the holder is not an Acquiring Person (or an
      Affiliate or Associate thereof) or a transferee thereof, the Rights Agent shall
      not take any further action with respect to such requested exercise or transfer
      without first consulting with the Company. 


    
      
        
        

      

      
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    Section
      21. Change
      of Rights Agent.
      The
      Rights Agent or any successor Rights Agent may resign and be discharged from
      its
      duties under this Agreement upon 30 days’ notice in writing mailed to the
      Company and to each transfer agent of the Common Stock or Preferred Stock by
      registered or certified mail, and, following the Distribution Date, to the
      holders of the Right Certificates by first-class mail. The Company may remove
      the Rights Agent or any successor Rights Agent upon 30 days’ notice in writing,
      mailed to the Rights Agent or successor Rights Agent, as the case may be, and
      to
      each transfer agent of the Common Stock or Preferred Stock by registered or
      certified mail, and, following the Distribution Date, to the holders of the
      Right Certificates by first-class mail. If the Rights Agent shall resign or
      be
      removed or shall otherwise become incapable of acting, the Company shall appoint
      a successor to the Rights Agent. If the Company shall fail to make such
      appointment within a period of 30 days after giving notice of such removal
      or
      after it has been notified in writing of such resignation or incapacity by
      the
      resigning or incapacitated Rights Agent or by the holder of a Right Certificate
      (who shall, with such notice, submit his Right Certificate for inspection by
      the
      Company), then the registered holder of any Right 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 the laws of any state of the United States or the District of
      Columbia, in good standing, having an office in the State of Connecticut, the
      State of New York or the State of New Jersey, which is authorized under such
      laws to exercise corporate trust or stock transfer 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 a combined capital and surplus of at
      least $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 Common Stock or Preferred Stock, and, following the Distribution Date,
      mail
      a notice thereof in writing to the registered holders of the Right Certificates.
      Failure to give any notice provided for in this Section 21, however, or any
      defect therein, shall not affect the legality or validity of the resignation
      or
      removal of the Rights Agent or the appointment of the successor Rights Agent,
      as
      the case may be. 

     

    Section
      22. Issuance
      of New Right Certificates.
      Notwithstanding any of the provisions of this Agreement or of the Rights to
      the
      contrary, the Company may, at its option, issue new Right Certificates
      evidencing Rights in such forms as may be approved by its Board of Directors
      to
      reflect any adjustment or change in the Purchase Price and the number or kind
      or
      class of shares or other securities or property purchasable under the Right
      Certificates made in accordance with the provisions of this Agreement. In
      addition, in connection with the issuance or sale of Common Stock following
      the
      Distribution Date and prior to the Expiration Date, the Company may with respect
      to shares of Common Stock so issued or sold pursuant to (i) the exercise of
      stock options, (ii) under any employee plan or arrangement, (iii) upon the
      exercise, conversion or exchange of securities, notes or debentures issued
      by
      the Company or (iv) a contractual obligation of the Company, in each case
      existing prior to the Distribution Date, issue Rights Certificates representing
      the appropriate number of Rights in connection with such issuance or sale.
      

     

    Section
      23. Redemption.
      

     

    (a) The
      Board
      of Directors of the Company may, at any time prior to the Flip-In Event, redeem
      all but not less than all the then outstanding Rights at a redemption price
      of
      $.01 per Right, appropriately adjusted to reflect any stock split, stock
      dividend or similar transaction occurring in respect of the Common Stock after
      the date hereof (the redemption price being hereinafter referred to as the
      “Redemption Price”). The redemption of the Rights 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 Redemption Price shall be payable, at the
      option of the Company, in cash, shares of Common Stock, or such other form
      of
      consideration as the Board of Directors shall determine. 


    
      
        
        

      

      
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    (b) Immediately
      upon the action of the Board of Directors ordering the redemption of the Rights
      pursuant to paragraph (a) of this Section 23 (or at such later time as the
      Board
      of Directors may establish for the effectiveness of such redemption), 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 10 days after such action of the Board of Directors ordering the
      redemption of the Rights (or such later time as the Board of Directors may
      establish for the effectiveness of such redemption), the Company shall mail
      a
      notice of redemption to all the holders of the then outstanding Rights 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 shall state the method by which the payment of the Redemption
      Price will be made. 

     

    Section
      24. Exchange.
      

     

    (a) The
      Board
      of Directors of the Company may, at its option, at any time after the Flip-In
      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 11(a)(ii) hereof) for 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 in respect of the Common Stock
      after the date hereof (such amount per Right 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 an Acquiring
      Person shall have become the Beneficial Owner of shares of Common Stock
      aggregating 50% or more of the shares of Common Stock then outstanding. From
      and
      after the occurrence of an event specified in Section 13(a) hereof, any Rights
      that theretofore have not been exchanged pursuant to this Section 24(a) shall
      thereafter be exercisable only in accordance with Section 13 and may not be
      exchanged pursuant to this Section 24(a). The exchange of the Rights by the
      Board of Directors 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.
      

     

    (b) Immediately
      upon the effectiveness of the action of the Board of Directors of the Company
      ordering the exchange of any Rights pursuant to paragraph (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 promptly give public notice of any such exchange; provided,
      however, that the failure to give, or any defect in, such notice shall not
      affect the validity of such exchange. The Company shall promptly mail a notice
      of any such exchange to all of the holders of the Rights so exchanged 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 11(a)(ii) hereof) held by each holder of Rights.
      


    
      
        
        

      

      
        -30-

        
          

        

      

      
        
        

      

    


    (c) The
      Company may at its option substitute, and, in the event that there shall not
      be
      sufficient shares of Common Stock issued but not outstanding or authorized
      but
      unissued to permit an exchange of Rights for Common Stock as contemplated in
      accordance with this Section 24, the Company shall substitute to the extent
      of
      such insufficiency, for each share of Common Stock that would otherwise be
      issuable upon exchange of a Right, a number of shares of Preferred Stock or
      fraction thereof (or equivalent preferred shares, as such term is defined in
      Section 11(b)) such that the current per share market price (determined pursuant
      to Section 11(d) hereof) of one share of Preferred Stock (or equivalent
      preferred share) multiplied by such number or fraction is equal to the current
      per share market price of one share of Common Stock (determined pursuant to
      Section 11(d) hereof) as of the date of such exchange. 

     

    Section
      25. Notice
      of Certain Events.
      

     

    (a) In
      case
      the Company shall at any time after the earlier of the Distribution Date or
      the
      Stock Acquisition Date propose (i) to pay any dividend payable in stock of
      any
      class to the holders of its Preferred Stock or to make any other distribution
      to
      the holders of its Preferred Stock (other than a regular quarterly cash
      dividend), (ii) to offer to the holders of its Preferred Stock rights or
      warrants to subscribe for or to purchase any additional shares of Preferred
      Stock or shares of stock of any class or any other securities, rights or
      options, (iii) to effect any reclassification of its Preferred Stock (other
      than
      a reclassification involving only the subdivision or combination of outstanding
      Preferred Stock), (iv) to effect the liquidation, dissolution or winding up
      of
      the Company, or (v) to pay any dividend on the Common Stock payable in Common
      Stock or to effect a subdivision, combination or consolidation of the Common
      Stock (by reclassification or otherwise than by payment of dividends in Common
      Stock), then, in each such case, the Company shall give to each holder of a
      Right Certificate, in accordance with Section 26 hereof, a notice of such
      proposed action, which shall specify the record date for the purposes of such
      dividend, or distribution or offering of rights or warrants, or the date on
      which such liquidation, dissolution, winding up, reclassification, subdivision,
      combination or consolidation is to take place and the date of participation
      therein by the holders of the Common Stock and/or Preferred Stock, if any such
      date is to be fixed, and such notice shall be so given in the case of any action
      covered by clause (i) or (ii) above at least 10 days prior to the record date
      for determining holders of the Preferred Stock for purposes of such action,
      and
      in the case of any such other action, at least 10 days prior to the date of
      the
      taking of such proposed action or the date of participation therein by the
      holders of the Common Stock and/or Preferred Stock, whichever shall be the
      earlier. 


    
      
        
        

      

      
        -31-

        
          

        

      

      
        
        

      

    


    (b) In
      case
      any event described in Section 11(a)(ii) or Section 13 shall occur then the
      Company shall as soon as practicable thereafter give to each holder of a Right
      Certificate (or if occurring prior to the Distribution Date, the holders of
      the
      Common Stock) in accordance with Section 26 hereof, a notice of the occurrence
      of such event, which notice shall describe such event and the consequences
      of
      such event to holders of Rights under Section 11(a)(ii) and Section 13 hereof.
      

     

    Section
      26. Notices.
      Notices
      or demands authorized by this Agreement to be given or made by the Rights Agent
      or by the holder of any Right 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: 

     

    Wilshire
      Enterprises, Inc.

    1
      Gateway
      Center

    Newark,
      NJ 07102 

    Attention:
      S. Wilzig Izak

    


    with
      a
      copy to: 

    


    Peter
      H.
      Ehrenberg, Esq.

    Lowenstein
      Sandler PC

    65
      Livingston Avenue

    Roseland,
      NJ 07068

    


    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 Right
      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

    Attention:
      Chairman of the Board 

    


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

     

    Section
      27. Supplements
      and Amendments.
      Except
      as provided in the penultimate sentence of this Section 27, for so long as
      the
      Rights are then redeemable, the Company may in its sole and absolute discretion,
      and the Rights Agent shall if the Company so directs, supplement or amend any
      provision of this Agreement in any respect without the approval of any holders
      of the Rights. At any time when the Rights are no longer redeemable, except
      as
      provided in the penultimate sentence of this Section 27, the Company may, and
      the Rights Agent shall, if the Company so directs, supplement or amend this
      Agreement without the approval of any holders of Rights, provided that no such
      supplement or amendment may (a) adversely affect the interests of the holders
      of
      Rights as such (other than an Acquiring Person or an Affiliate or Associate
      of
      an Acquiring Person), (b) cause this Agreement again to become amendable other
      than in accordance with this sentence or (c) cause the Rights again to become
      redeemable. Notwithstanding anything contained in this Agreement to the
      contrary, no supplement or amendment shall be made which changes the Redemption
      Price. Upon the delivery of a certificate from an appropriate officer of the
      Company which states that the proposed supplement or amendment is in compliance
      with the terms of this Section 27, the Rights Agent shall execute such
      supplement or amendment, provided that any supplement or amendment that does
      not
      amend Sections 18, 19, 20 or 21 hereof or this Section 27 in a manner adverse
      to
      the Rights Agent shall become effective immediately upon execution by the
      Company, whether or not also executed by the Rights Agent. 


    
      
        
        

      

      
        -32-

        
          

        

      

      
        
        

      

    


    Section
      28. Successors.
      All the
      covenants and provisions of this Agreement by or for the benefit of the Company
      or the Rights Agent shall bind and inure to the benefit of their respective
      successors and assigns hereunder. 

     

    Section
      29. 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 Right Certificates
      (and, prior to the Distribution Date, the 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 Right Certificates (and, prior to the Distribution Date, the
      Common Stock). 

     

    Section
      30. Determinations
      and Actions by the Board of Directors.
      

     

    (a) The
      Board
      of Directors of the Company shall have the exclusive power and authority to
      administer this Agreement and to exercise the rights and powers specifically
      granted to the Board of Directors of the Company or to the Company, or as may
      be
      necessary or advisable in the administration of this Agreement, including,
      without limitation, the right and power to (i) interpret the provisions of
      this
      Agreement and (ii) make all determinations deemed necessary or advisable for
      the
      administration of this Agreement (including, without limitation, a determination
      whether: to exchange the outstanding Rights for Common Stock pursuant to Section
      24; an offer is a Qualified Offer; to redeem or not redeem the Rights; or to
      amend or not to amend this Agreement). All such actions, calculations,
      interpretations and determinations that are done or made by the Board of
      Directors of the Company in good faith, shall be final, conclusive and binding
      on the Company, the Rights Agent, the holders of the Rights, as such, and all
      other parties. 

     

    (b) Nothing
      contained in this Agreement shall be deemed to be in derogation of the
      obligation of the Board of Directors of the Company to exercise its fiduciary
      duty. Without limiting the foregoing, nothing contained herein shall be
      construed to suggest or imply that the Board of Directors shall not be entitled
      to reject any Qualified Offer or any other tender offer or other acquisition
      proposal, or to recommend that holders of Common Stock reject any Qualified
      Offer or any other tender offer or other acquisition proposal, or to take any
      other action (including, without limitation, the commencement, prosecution,
      defense or settlement of any litigation and the submission of additional or
      alternative offers or other proposals) with respect to any Qualified Offer
      or
      any other tender offer or other acquisition proposal that the Board of Directors
      believes is necessary or appropriate in the exercise of such fiduciary duty.
      


    
      
        
        

      

      
        -33-

        
          

        

      

      
        
        

      

    


    Section
      31. Severability.
      If any
      term, provision, covenant or restriction of this Agreement is held by a court
      of
      competent jurisdiction or other authority to be invalid, void or unenforceable,
      the remainder of the terms, provisions, covenants and restrictions of this
      Agreement shall remain in full force and effect and shall in no way be affected,
      impaired or invalidated. 

     

    Section
      32. Governing
      Law.
      This
      Agreement and each Right Certificate issued hereunder shall be deemed to be
      a
      contract made under the laws of the State of Delaware and for all purposes
      shall
      be governed by and construed in accordance with the laws of such State
      applicable to contracts to be made and performed entirely within such State.
      

     

    Section
      33. Counterparts.
      This
      Agreement may be executed in any number of counterparts and each of such
      counterparts shall for all purposes be deemed to be an original, and all such
      counterparts shall together constitute but one and the same instrument.


     

    Section
      34. Descriptive
      Headings.
      Descriptive headings of the several Sections of this Agreement are inserted
      for
      convenience only and shall not control or affect the meaning or construction
      of
      any of the provisions hereof. 

     

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

     

    
      	 	
              WILSHIRE
                ENTERPRISES, INC.

            
	 	 	 
	 	
              By: 

            	
              /s/
                S. Wilzig Izak

            
	 	 	
              S.
                Wilzig Izak

            
	 	 	
              Chairman
                of the Board and 

            
	 	 	
              Chief
                Executive Officer

            
	 	 	 
	 	
              CONTINENTAL
                STOCK TRANSFER &

            
	 	
              TRUST
                COMPANY,
                as Rights Agent

            
	 	 	 
	 	
              By:

            	
              /s/
                Michael
                G. Mullings

            
	 	 	
              Michael
                G. Mullings

            
	 	 	
              Vice
                President

            


    


    
      
        
        

      

      
        -34-

        
          

        

      

      
        
        

      

    

    


    Exhibit
      A

     

    FORM
      OF

    CERTIFICATE
      OF DESIGNATION

    


    of

    


    SERIES
      B JUNIOR PARTICIPATING PREFERRED STOCK

    


    of

    


    WILSHIRE
      ENTERPRISES, INC.

    Pursuant
      to Section 151 of the General Corporation Law

    of
      the State of Delaware

     

    WILSHIRE
      ENTERPRISES, INC., a corporation organized and existing under the General
      Corporation Law of the State of Delaware, in accordance with the provisions
      of
      Section 103 thereof, DOES HEREBY CERTIFY: 

     

    That
      pursuant to the authority vested in the Board of Directors in accordance with
      the provisions of the Restated Certificate of Incorporation of the said
      Corporation, the said Board of Directors on December 3, 2008 adopted the
      following resolution creating a series of 50,000 shares of Preferred Stock
      designated as “Series B Junior Participating Preferred Stock”: 

     

    RESOLVED,
      that
      pursuant to the authority vested in the Board of Directors of this Corporation
      in accordance with the provisions of the Restated Certificate of Incorporation,
      a series of Preferred Stock, par value $1.00 per share, of the Corporation
      be
      and hereby is created, and that the designation and number of shares thereof
      and
      the voting and other powers, preferences and relative, participating, optional
      or other rights of the shares of such series and the qualifications, limitations
      and restrictions thereof are as follows: 

     

    SERIES
      B JUNIOR PARTICIPATING PREFERRED STOCK 

     

    1. Designation
      and Amount.
      There
      shall be a series of Preferred Stock that shall be designated as “Series B
      Junior Participating Preferred Stock,” and the number of shares constituting
      such series shall be 50,000. Such number of shares may be increased or decreased
      by resolution of the Board of Directors; provided, however, that no decrease
      shall reduce the number of shares of Series B Junior Participating Preferred
      Stock to less than the number of shares then issued and outstanding plus the
      number of shares issuable upon exercise of outstanding rights, options or
      warrants or upon conversion of outstanding securities issued by the Corporation.
      


    
      
        
        

      

      
        A-1

        
          

        

      

      
        
        

      

    


    2. Dividends
      and Distribution.
      

     

    (A) Subject
      to the prior and superior rights of the holders of any shares of any class
      or
      series of stock of the Corporation ranking prior and superior to the shares
      of
      Series B Junior Participating Preferred Stock with respect to dividends, the
      holders of shares of Series B Junior Participating Preferred Stock, in
      preference to the holders of shares of any class or series of stock of the
      Corporation ranking junior to the Series B Junior Participating Preferred Stock
      in respect thereof, shall be entitled to receive, when, as and if declared by
      the Board of Directors out of funds legally available for the purpose, quarterly
      dividends payable in cash on the first day of January, April, July and October,
      in each year (each such date being referred to herein as a “Quarterly Dividend
      Payment Date”), commencing on the first Quarterly Dividend Payment Date after
      the first issuance of a share or fraction of a share of Series B Junior
      Participating Preferred Stock, in an amount per share (rounded to the nearest
      cent) equal to the greater of (a) $10.00 or (b) the Adjustment Number (as
      defined below) times the aggregate per share amount of all cash dividends,
      and
      the Adjustment Number 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, par
      value $1.00 per share, of the Corporation (the “Common Stock”) since the
      immediately preceding Quarterly Dividend Payment Date, or, with respect to
      the
      first Quarterly Dividend Payment Date, since the first issuance of any share
      or
      fraction of a share of Series B Junior Participating Preferred Stock. The
“Adjustment Number” shall initially be 1,000. In the event the Corporation shall
      at any time after December 15, 2008 (i) declare and pay any dividend on Common
      Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common
      Stock or (iii) combine the outstanding Common Stock into a smaller number of
      shares, then in each such case the Adjustment Number in effect immediately
      prior
      to such event shall be adjusted by multiplying such Adjustment Number by a
      fraction the numerator of which is the number of shares of Common Stock
      outstanding immediately after such event and the denominator of which is the
      number of shares of Common Stock that were outstanding immediately prior to
      such
      event. 

     

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

     

    (C) Dividends
      shall begin to accrue and be cumulative on outstanding shares of Series B Junior
      Participating Preferred Stock from the Quarterly Dividend Payment Date next
      preceding the date of issue of such shares of Series B Junior Participating
      Preferred Stock, unless the date of issue of such shares is prior to the record
      date for the first Quarterly Dividend Payment Date, in which case dividends
      on
      such shares shall begin to accrue from the date of issue of such shares, or
      unless the date of issue is a Quarterly Dividend Payment Date or is a date
      after
      the record date for the determination of holders of shares of Series B Junior
      Participating Preferred Stock entitled to receive a quarterly dividend and
      before such Quarterly Dividend Payment Date, in either of which events such
      dividends shall begin to accrue and be cumulative from such Quarterly Dividend
      Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends
      paid on the shares of Series B Junior Participating Preferred Stock in an amount
      less than the total amount of such dividends at the time accrued and payable
      on
      such shares shall be allocated pro rata on a share-by-share basis among all
      such
      shares at the time outstanding. The Board of Directors may fix a record date
      for
      the determination of holders of shares of Series B Junior Participating
      Preferred Stock entitled to receive payment of a dividend or distribution
      declared thereon, which record date shall be no more than 60 days prior to
      the
      date fixed for the payment thereof. 


    
      
        
        

      

      
        A-2

        
          

        

      

      
        
        

      

    


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

     

    (A) Each
      share of Series B Junior Participating Preferred Stock shall entitle the holder
      thereof to a number of votes equal to the Adjustment Number on all matters
      submitted to a vote of the stockholders of the Corporation. 

     

    (B) Except
      as
      otherwise provided herein, in any other Certificate of Designation creating
      a
      series of Preferred Stock or any similar stock, or by law, the holders of shares
      of Series B Junior Participating Preferred Stock and the holders of shares
      of
      Common Stock and any other capital stock of the Corporation having general
      voting rights shall vote together as one class on all matters submitted to
      a
      vote of stockholders of the Corporation. 

     

    (C) If,
      at
      the time of any annual meeting of stockholders for the election of directors,
      the equivalent of six quarterly dividends (whether or not consecutive) payable
      on any share or shares of Series B Junior Participating Preferred Stock are
      in
      default, the number of directors constituting the Board of Directors of the
      Corporation shall be increased by two. In addition to voting together with
      the
      holders of Common Stock for the election of other directors of the Corporation,
      the holders of record of the Series B Junior Participating Preferred Stock,
      voting separately as a class to the exclusion of the holders of Common Stock,
      shall be entitled at said meeting of stockholders (and at each subsequent annual
      meeting of stockholders), unless all dividends in arrears have been paid or
      declared and set apart for payment prior thereto, to vote for the election
      of
      two additional directors of the Corporation, the holders of any Series B Junior
      Participating Preferred Stock being entitled to cast that number of votes per
      share of Series B Junior Participating Preferred Stock as specified in clause
      (A) of this Section 3. Each such additional director shall not be a member
      of
      Class I, Class II or Class III of the Board of Directors of the Corporation,
      but
      shall serve until the next annual meeting of stockholders for the election
      of
      directors, or until his successor shall be elected and shall qualify, or until
      his right to hold such office terminates pursuant to the provisions of this
      Section 3(C). Until the default in payments of all dividends which permitted
      the
      election of said directors shall cease to exist, any director who shall have
      been so elected pursuant to the next preceding sentence may be removed at any
      time without cause only by the affirmative vote of the holders of the shares
      of
      Series B Junior Participating Preferred Stock at the time entitled to cast
      a
      majority of the votes entitled to be cast for the election of any such director
      at a special meeting of such holders called for that purpose, and any vacancy
      thereby created may be filled by the vote of such holders. If and when such
      default shall cease to exist, the holders of the Series B Junior Participating
      Preferred Stock shall be divested of the foregoing special voting rights,
      subject to revesting in the event of each and every subsequent like default
      in
      payments of dividends. Upon the termination of the foregoing special voting
      rights, the terms of office of all persons who may have been elected directors
      pursuant to said special voting rights shall forthwith terminate, and the number
      of directors constituting the Board of Directors shall be reduced by two. The
      voting rights granted by this Section 3(C) shall be in addition to any other
      voting rights granted to the holders of the Series B Junior Participating
      Preferred Stock in this Section 3. 

     

    (D) Except
      as
      required by law, by Section 3(C) and by Section 10 hereof, holders of Series
      B
      Junior Participating Preferred Stock shall have no special voting rights and
      their consent shall not be required (except to the extent they are entitled
      to
      vote with holders of Common Stock as set forth herein) for taking any corporate
      action. 


    
      
        
        

      

      
        A-3

        
          

        

      

      
        
        

      

    


    4. Certain
      Restrictions.
      

     

    (A) Whenever
      quarterly dividends or other dividends or distributions payable on the Series
      B
      Junior Participating Preferred Stock as provided in Section 2 are in arrears,
      thereafter and until all accrued and unpaid dividends and distributions, whether
      or not declared, on shares of Series B Junior Participating Preferred Stock
      outstanding shall have been paid in full, the Corporation shall not:


     

    (i) declare
      or pay dividends on, make any other distributions on, or redeem or purchase
      or
      otherwise acquire for consideration any shares of stock ranking junior (either
      as to dividends or upon liquidation, dissolution or winding up) to the Series
      B
      Junior Participating Preferred Stock; 

     

    (ii) declare
      or pay dividends on or make any other distributions on any shares of stock
      ranking on a parity (either as to dividends or upon liquidation, dissolution
      or
      winding up) with the Series B Junior Participating Preferred Stock, except
      dividends paid ratably on the Series B Junior Participating Preferred Stock
      and
      all such parity stock on which dividends are payable or in arrears in proportion
      to the total amounts to which the holders of all such shares are then entitled;
      or 

     

    (iii) purchase
      or otherwise acquire for consideration any shares of Series B Junior
      Participating Preferred Stock, or any shares of stock ranking on a parity with
      the Series B Junior Participating Preferred Stock, except in accordance with
      a
      purchase offer made in writing or by publication (as determined by the Board
      of
      Directors) to all holders of Series B Junior Participating Preferred Stock,
      or
      to such holders and holders of any such shares ranking on a parity therewith,
      upon such terms as the Board of Directors, after consideration of the respective
      annual dividend rates and other relative rights and preferences of the
      respective series and classes, shall determine in good faith will result in
      fair
      and equitable treatment among the respective series or classes. 

     

    (B) The
      Corporation shall not permit any subsidiary of the Corporation to purchase
      or
      otherwise acquire for consideration any shares of stock of the Corporation
      unless the Corporation could, under paragraph (A) of this Section 4, purchase
      or
      otherwise acquire such shares at such time and in such manner. 

     

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


    
      
        
        

      

      
        A-4

        
          

        

      

      
        
        

      

    


    6. Liquidation,
      Dissolution or Winding Up.
      (A)
      Upon any liquidation, dissolution or winding up of the Corporation, voluntary
      or
      otherwise, no distribution shall be made to the holders of shares of stock
      ranking junior (either as to dividends or upon liquidation, dissolution or
      winding up) to the Series B Junior Participating Preferred Stock unless, prior
      thereto, the holders of shares of Series B Junior Participating Preferred Stock
      shall have received an amount per share (the “Series B Liquidation Preference”)
      equal to the greater of (i) $1.00 plus an amount equal to accrued and unpaid
      dividends and distributions thereon, whether or not declared, to the date of
      such payment, or (ii) the Adjustment Number times the per share amount of all
      cash and other property to be distributed in respect of the Common Stock upon
      such liquidation, dissolution or winding up of the Corporation. 

     

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

     

    (C) Neither
      the merger or consolidation of the Corporation into or with another entity
      nor
      the merger or consolidation of any other entity into or with the Corporation
      shall be deemed to be a liquidation, dissolution or winding up of the
      Corporation within the meaning of this Section 6. 

     

    7. Consolidation,
      Merger, Etc.
      In case
      the Corporation shall enter into any consolidation, merger, combination or
      other
      transaction in which the outstanding 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 each share of Series B Junior Participating Preferred Stock shall
      at the same time be similarly exchanged or changed in an amount per share equal
      to the Adjustment Number times the aggregate amount of stock, securities, cash
      and/or any other property (payable in kind), as the case may be, into which
      or
      for which each share of Common Stock is changed or exchanged. 

     

    8. No
      Redemption.
      Shares
      of Series B Junior Participating Preferred Stock shall not be subject to
      redemption by the Company. 

     

    9. Ranking.
      The
      Series B Junior Participating Preferred Stock shall rank junior to all other
      series of the Preferred Stock as to the payment of dividends and as to the
      distribution of assets upon liquidation, dissolution or winding up, unless
      the
      terms of any such series shall provide otherwise, and shall rank senior to
      the
      Common Stock as to such matters. 

     

    10. Amendment.
      At any
      time that any shares of Series B Junior Participating Preferred Stock are
      outstanding, the Restated Certificate of Incorporation of the Corporation shall
      not be amended, by merger, consolidation or otherwise, in any manner which
      would
      materially alter or change the powers, preferences or special rights of the
      Series B Junior Participating Preferred Stock so as to affect them adversely
      without the affirmative vote of the holders of two-thirds of the outstanding
      shares of Series B Junior Participating Preferred Stock, voting separately
      as a
      class. 


    
      
        
        

      

      
        A-5

        
          

        

      

      
        
        

      

    


    11. Fractional
      Shares.
      Series
      B Junior Participating Preferred Stock may be issued in fractions of a share
      that shall entitle the holder, in proportion to such holder’s fractional shares,
      to exercise voting rights, receive dividends, participate in distributions
      and
      to have the benefit of all other rights of holders of Series B Junior
      Participating Preferred Stock. 

     

    IN
      WITNESS WHEREOF, the undersigned has executed this Certificate this 4th day
      of
      December, 2008. 

     

    
      	 	
              WILSHIRE
                ENTERPRISES, INC.

            
	 	 	 
	 	
              By: 

            	 
	 	
              Name: 

            
	 	
              Title:

            


    

    



    
      
        
        

      

      
        A-6

        
          

        

      

      
        
        

      

    

    


    Exhibit
      B

     

    Form
      of Right Certificate

     

    
      	
              Certificate
                No. R-______

            	
              _________
                Rights

            


    

     

    NOT
      EXERCISABLE AFTER December 4, 2018 OR EARLIER IF REDEMPTION OR EXCHANGE OCCURS.
      THE RIGHTS ARE SUBJECT TO REDEMPTION AT $.01 PER RIGHT AND TO EXCHANGE ON THE
      TERMS SET FORTH IN THE RIGHTS AGREEMENT. UNDER CERTAIN CIRCUMSTANCES, AS SET
      FORTH IN THE RIGHTS AGREEMENT (AS DEFINED BELOW), RIGHTS OWNED BY OR TRANSFERRED
      TO ANY PERSON WHO IS OR BECOMES AN ACQUIRING PERSON (AS DEFINED IN THE RIGHTS
      AGREEMENT) AND CERTAIN TRANSFEREES THEREOF WILL BECOME NULL AND VOID AND WILL
      NO
      LONGER BE TRANSFERABLE.

     

    RIGHT
      CERTIFICATE

     

    WILSHIRE
      ENTERPRISES, INC.

     

    This
      certifies that ____________________________ or registered assigns, is the
      registered owner of the number of Rights set forth above, each of which entitles
      the owner thereof, subject to the terms, provisions and conditions of the
      Qualified Offer Plan Rights Agreement, dated as of December 4, 2008, as the
      same
      may be amended from time to time (the “Rights Agreement”), between Wilshire
      Enterprises, Inc., a Delaware corporation (the “Company”), and Continental Stock
      Transfer & Trust Company, as Rights Agent (the “Rights Agent”), to purchase
      from the Company at any time after the Distribution Date (as such term is
      defined in the Rights Agreement) and prior to 5:00 P.M., New York City time,
      on
      December 4, 2018 at the office or agency of the Rights Agent designated for
      such purpose, or of its successor as Rights Agent, one one-thousandth of a
      fully
      paid non-assessable share of Series B Junior Participating Preferred Stock,
      par
      value $1.00 per share (the “Preferred Stock”), of the Company at a purchase
      price of $6.50 per one one-thousandth of a share of Preferred Stock (the
“Purchase Price”), upon presentation and surrender of this Right Certificate
      with the Form of Election to Purchase duly executed. The number of Rights
      evidenced by this Rights Certificate (and the number of one one-thousandths
      of a
      share of Preferred Stock which may be purchased upon exercise hereof) set forth
      above, and the Purchase Price set forth above, are the number and Purchase
      Price
      as of December 4, 2008, based on the Preferred Stock as constituted at such
      date. As provided in the Rights Agreement, the Purchase Price, the number of
      one
      one-thousandths of a share of Preferred Stock (or other securities or property)
      which may be purchased upon the exercise of the Rights and the number of Rights
      evidenced by this Right Certificate are subject to modification and adjustment
      upon the happening of certain events. 


    
      
        
        

      

      
        B-1

        
          

        

      

      
        
        

      

    


    This
      Right Certificate is subject to all of the terms, provisions and conditions
      of
      the Rights Agreement, which terms, provisions and conditions are hereby
      incorporated herein by reference and made a part hereof and to which Rights
      Agreement reference is hereby made for a full description of the rights,
      limitations of rights, obligations, duties and immunities hereunder of the
      Rights Agent, the Company and the holders of the Right Certificates. Copies
      of
      the Rights Agreement are on file at the principal executive offices of the
      Company and the above-mentioned office or agency of the Rights Agent. The
      Company will mail to the holder of this Right Certificate a copy of the Rights
      Agreement without charge after receipt of a written request therefor.


     

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

     

    Subject
      to the provisions of the Rights Agreement, the Rights evidenced by this
      Certificate (i) may be redeemed by the Company at a redemption price of $.01
      per
      Right or (ii) may be exchanged in whole or in part for shares of the Company’s
      Common Stock, par value $1.00 per share, or shares of Preferred Stock.


     

    No
      fractional shares of Preferred Stock or Common Stock will be issued upon the
      exercise or exchange of any Right or Rights evidenced hereby (other than
      fractions of Preferred Stock which are integral multiples of one one-thousandth
      of a share of Preferred Stock, which may, at the election of the Company, be
      evidenced by depository receipts), but in lieu thereof a cash payment will
      be
      made, as provided in the Rights Agreement. 

     

    No
      holder
      of this Right Certificate, as such, shall be entitled to vote or receive
      dividends or be deemed for any purpose the holder of the Preferred Stock or
      of
      any other securities of the Company which may at any time be issuable on the
      exercise or exchange hereof, nor shall anything contained in the Rights
      Agreement or herein be construed to confer upon the holder hereof, as such,
      any
      of the rights of a stockholder of the Company or any right to vote for the
      election of directors or upon any matter submitted to stockholders at any
      meeting thereof, or to give or withhold consent to any corporate action, or
      to
      receive notice of meetings or other actions affecting stockholders (except
      as
      provided in the Rights Agreement) or to receive dividends or subscription
      rights, or otherwise, until the Right or Rights evidenced by this Right
      Certificate shall have been exercised or exchanged as provided in the Rights
      Agreement. 

     

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


    
      
        
        

      

      
        B-2

        
          

        

      

      
        
        

      

    


    WITNESS
      the facsimile signature of the Chairman of the Board and Chief Executive Officer
      and the Secretary of the Company and its corporate seal. 

     

    Dated
      as
      of _______________. 

     

    
      	 	
              WILSHIRE
                ENTERPRISES, INC.

            
	 	 	 
	 	
              By: 

            	 
	 	
              Name: 

            
	 	
              Title:
                

            


    

    


    ATTEST:
      

    


    
      	 
	
              Secretary
                

            


    

    


    Countersigned:
      

    


    CONTINENTAL
      STOCK TRANSFER 

    &
      TRUST COMPANY, as Rights Agent 

    


    
      	
              By: 

            	 
	
              Its
                

            	 


    


    
      
        
        

      

      
        B-3

        
          

        

      

      
        
        

      

    

     

    Form
      of Reverse Side of Right Certificate

     

    FORM
      OF ASSIGNMENT

     

    (To
      be
      executed by the registered holder if such 

     

    holder
      desires to transfer the Right Certificate)

     

    FOR
      VALUE
      RECEIVED __________________________ hereby sells, assigns and transfers unto
      ______________________________________________________ (Please print name and
      address of transferee) _______ Rights represented by this Right Certificate,
      together with all right, title and interest therein, and does hereby irrevocably
      constitute and appoint ___________________________ Attorney, to transfer said
      Rights on the books of the within-named Company, with full power of
      substitution. 

     

    Dated:
      ____________________________ 

     

    Signature

     

    Signature
      Guaranteed: 

     

    Signatures
      must be guaranteed by a bank, trust company, broker, dealer or other eligible
      institution participating in a recognized signature guarantee medallion program.
      

    


     

    (To
      be
      completed)

     

    The
      undersigned hereby certifies that the Rights evidenced by this Right Certificate
      are not beneficially owned by, were not acquired by the undersigned from, and
      are not being assigned to an Acquiring Person or an Affiliate or Associate
      thereof (as defined in the Rights Agreement). 

     

    Signature


    
      
        
        

      

      
        B-4

        
          

        

      

      
        
        

      

    


    Form
      of Reverse Side of Right Certificate - continued

     

    FORM
      OF ELECTION TO PURCHASE

     

    (To
      be
      executed if holder desires to exercise Rights represented by the Rights
      Certificate)

     

    To
      WILSHIRE ENTERPRISES INC.: 

     

    The
      undersigned hereby irrevocably elects to exercise ________ Rights represented
      by
      this Right Certificate to purchase the shares of Preferred Stock (or other
      securities or property) issuable upon the exercise of such Rights and requests
      that certificates for such shares of Preferred Stock (or such other securities)
      be issued in the name of: 

     

    (Please
      print name and address)

     

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

     

    Please
      insert social security or other identifying number 

     

    (Please
      print name and address)

     

    Dated:________________________
      

     

    Signature

     

    (Signature
      must conform to holder specified on Right Certificate) 

     

    Signature
      Guaranteed: 

     

    Signature
      must be guaranteed by a bank, trust company, broker, dealer or other eligible
      institution participating in a recognized signature guarantee medallion program.
      


    
      
        
        

      

      
        B-5

        
          

        

      

      
        
        

      

    


    Form
      of
      Reverse Side of Right Certificate - continued

     

    (To
      be
      completed)

     

    The
      undersigned certifies that the Rights evidenced by this Right Certificate are
      not beneficially owned by, and were not acquired by the undersigned from, an
      Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights
      Agreement). 

     

    Signature

     

    NOTICE

     

    The
      signature in the Form of Assignment or Form of Election to Purchase, as the
      case
      may be, must conform to the name as written upon the face of this Right
      Certificate in every particular, without alteration or enlargement or any change
      whatsoever. 

     

    In
      the
      event the certification set forth above in the Form of Assignment or the Form
      of
      Election to Purchase, as the case may be, is not completed, such Assignment
      or
      Election to Purchase will not be honored. 


    
      
        
        

      

      
        B-6

        
          

        

      

      
        
        

      

    

     

    Exhibit
      C

     

    UNDER
      CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT (AS DEFINED BELOW),
      RIGHTS OWNED BY OR TRANSFERRED TO ANY PERSON WHO IS OR BECOMES AN ACQUIRING
      PERSON (AS DEFINED IN THE RIGHTS AGREEMENT) AND CERTAIN TRANSFEREES THEREOF
      WILL
      BECOME NULL AND VOID AND WILL NO LONGER BE TRANSFERABLE. 

     

    SUMMARY
      OF RIGHTS TO PURCHASE

     

    SHARES
      OF PREFERRED STOCK OF

     

    WILSHIRE
      ENTERPRISES, INC.

     

    On
      December 3, 2008, the Board of Directors of Wilshire Enterprises, Inc. (the
      “Company”) declared a dividend of one preferred share purchase right (a “Right”)
      for each outstanding share of common stock, par value $1.00 per share, of the
      Company (the “Common Stock”). The dividend is payable on December 15, 2008 (the
“Record Date”) to the stockholders of record on that date. Each Right entitles
      the registered holder to purchase from the Company one one-thousandth of a
      share
      of Series B Junior Participating Preferred Stock, par value $1.00 per share,
      of
      the Company (the “Preferred Stock”) at a price of $6.50 per one one-thousandth
      of a share of Preferred Stock (the “Purchase Price”), subject to adjustment. The
      description and terms of the Rights are set forth in a Qualified Offer Plan
      Rights Agreement dated as of December 4, 2008, as the same may be amended from
      time to time (the “Rights Agreement”), between the Company and Continental Stock
      Transfer & Trust Company, as Rights Agent (the “Rights Agent”). The Rights
      will expire on December 4, 2018 (the “Final Expiration Date”), unless the Final
      Expiration Date is advanced or extended or unless the Rights are earlier
      redeemed or exchanged by the Company, in either case as described below.


     

    In
      connection with the adoption of the Rights Agreement, the Board of Directors
      also adopted an annual independent director evaluation mechanism. Under this
      mechanism, an independent Board committee will review, on an ongoing basis,
      the
      Rights Agreement and developments in rights plans generally, and, if it deems
      appropriate, recommend modification or termination of the Rights Agreement.
      This
      independent committee will report to Wilshire Enterprises, Inc.’s Board at least
      once a year as to whether the Rights Agreement continues to be in the best
      interests of Wilshire Enterprises, Inc.’s stockholders. 

     

    The
      Rights are not exercisable until the “Distribution Date.” Under the Rights
      Agreement, a “Distribution Date” occurs upon the earlier of (i) 10 days
      following a public announcement that a person or group of affiliated or
      associated persons has become an “Acquiring Person” or (ii) 10 business days (or
      such later date as may be determined by action of the Board of Directors prior
      to such time as any person or group of affiliated or associated persons becomes
      an Acquiring Person) following the commencement of, or announcement of an
      intention to make, a tender offer or exchange offer the consummation of which
      would result in the beneficial ownership by a person or group of 20% or more
      of
      the outstanding shares of Common Stock. Except in certain situations, a person
      or group of affiliated or associated persons becomes an “Acquiring Person” upon
      acquiring beneficial ownership of 20% or more of the outstanding shares of
      Common Stock. Subject to certain exceptions, any person or group of affiliated
      or associated persons owning 20% or more of such shares at the time of the
      first
      public announcement of the Rights Agreement shall not be deemed an Acquiring
      Person unless and until such time as such person or group shall, after the
      time
      of such announcement, become the beneficial owner of any additional shares
      of
      Common Stock. Until the Distribution Date, the Rights will be evidenced, with
      respect to any of the Common Stock certificates outstanding as of the Record
      Date, by such Common Stock certificate together with a copy of this Summary
      of
      Rights. 


    
      
        
        

      

      
        C-1

        
          

        

      

      
        
        

      

    


    The
      Rights will not become exercisable in connection with a “Qualified Offer,” which
      is an all-cash tender offer for all outstanding Common Stock that is fully
      financed, remains open for a period of at least 60 business days, results in
      the
      offeror owning at least 85% of the Common Stock after consummation of the offer,
      assures a prompt second-step acquisition of shares not purchased in the initial
      offer at the same price as the initial offer and meets certain other
      requirements. 

     

    The
      Rights Agreement provides that, until the Distribution Date (or earlier
      expiration of the Rights), the Rights will be transferred with and only with
      the
      Common Stock. Until the Distribution Date (or earlier expiration of the Rights),
      new Common Stock certificates issued after the Record Date upon transfer or
      new
      issuances of Common Stock will contain a notation incorporating the Rights
      Agreement by reference. Until the Distribution Date (or earlier expiration
      of
      the Rights), the surrender for transfer of any certificates for shares of Common
      Stock outstanding as of the Record Date, even without such notation or a copy
      of
      this Summary of Rights, will also constitute the transfer of the Rights
      associated with the shares of Common Stock represented by such certificate.
      As
      soon as practicable following the Distribution Date, separate certificates
      evidencing the Rights (“Right Certificates”) will be mailed to holders of record
      of the Common Stock as of the close of business on the Distribution Date and
      such separate Right Certificates alone will evidence the Rights. 

     

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

     

    The
      number of outstanding Rights is subject to adjustment in the event of a stock
      dividend on the Common Stock payable in shares of Common Stock or subdivisions,
      consolidations or combinations of the Common Stock occurring, in any such case,
      prior to the Distribution Date. 


    
      
        
        

      

      
        C-2

        
          

        

      

      
        
        

      

    


    Shares
      of
      Preferred Stock purchasable upon exercise of the Rights will not be redeemable.
      Each share of Preferred Stock will be entitled, when, as and if declared, to
      a
      minimum preferential quarterly dividend payment of $10.00 per share but will
      be
      entitled to an aggregate dividend of 1,000 times the dividend declared per
      share
      of Common Stock. In the event of liquidation, dissolution or winding up of
      the
      Company, the holders of the Preferred Stock will be entitled to a minimum
      preferential payment of $1.00 per share (plus any accrued but unpaid dividends)
      but will be entitled to an aggregate payment of 1,000 times the payment made
      per
      share of Common Stock. Each share of Preferred Stock will have 1,000 votes,
      voting together with the Common Stock. Finally, in the event of any merger,
      consolidation or other transaction in which outstanding shares of Common Stock
      are converted or exchanged, each share of Preferred Stock will be entitled
      to
      receive 1,000 times the amount received per share of Common Stock. These rights
      are protected by customary antidilution provisions. 

     

    Because
      of the nature of the Preferred Stock’s dividend, liquidation and voting rights,
      the value of the one one-thousandth interest in a share of Preferred Stock
      purchasable upon exercise of each Right should approximate the value of one
      share of Common Stock. 

     

    In
      the
      event that any person or group of affiliated or associated persons becomes
      an
      Acquiring Person, each holder of a Right, other than Rights beneficially owned
      by the Acquiring Person (which will thereupon become void), will thereafter
      have
      the right to receive upon exercise of a Right that number of shares of Common
      Stock having a market value of two times the exercise price of the Right.


     

    In
      the
      event that, after a person or group has become an Acquiring Person, the Company
      is acquired in a merger or other business combination transaction or 50% or
      more
      of its consolidated assets or earning power are sold, proper provisions will
      be
      made so that each holder of a Right (other than Rights beneficially owned by
      an
      Acquiring Person which will have become void) will thereafter have the right
      to
      receive upon the exercise of a Right that number of shares of common stock
      of
      the person with whom the Company has engaged in the foregoing transaction (or
      its parent) that at the time of such transaction have a market value of two
      times the exercise price of the Right. 

     

    At
      any
      time after any person or group becomes an Acquiring Person and prior to the
      earlier of one of the events described in the previous paragraph or the
      acquisition by such Acquiring Person of 50% or more of the outstanding shares
      of
      Common Stock, the Board of Directors of the Company may exchange the Rights
      (other than Rights owned by such Acquiring Person which will have become void),
      in whole or in part, for shares of Common Stock or Preferred Stock (or a series
      of the Company’s preferred stock having equivalent rights, preferences and
      privileges), at an exchange ratio of one share of Common Stock, or a fractional
      share of Preferred Stock (or other preferred stock) equivalent in value thereto,
      per Right. 

     

    With
      certain exceptions, no adjustment in the Purchase Price will be required until
      cumulative adjustments require an adjustment of at least 1% in such Purchase
      Price. No fractional shares of Preferred Stock or Common Stock will be issued
      (other than fractions of Preferred Stock which are integral multiples of one
      one-thousandth of a share of Preferred Stock, which may, at the election of
      the
      Company, be evidenced by depositary receipts), and in lieu thereof an adjustment
      in cash will be made based on the current market price of the Preferred Stock
      or
      the Common Stock. 


    
      
        
        

      

      
        C-3

        
          

        

      

      
        
        

      

    


    At
      any
      time prior to the time an Acquiring Person becomes such, the Board of Directors
      of the Company may redeem the Rights in whole, but not in part, at a price
      of
      $.01 per Right (the “Redemption Price”) payable, at the option of the Company,
      in cash, shares of Common Stock or such other form of consideration as the
      Board
      of Directors of the Company shall determine. The redemption of the Rights 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. Immediately upon any
      redemption of the Rights, the right to exercise the Rights will terminate and
      the only right of the holders of Rights will be to receive the Redemption Price.
      

     

    For
      so
      long as the Rights are then redeemable, the Company may, except with respect
      to
      the Redemption Price, amend the Rights Agreement in any manner. After the Rights
      are no longer redeemable, the Company may, except with respect to the Redemption
      Price, amend the Rights Agreement in any manner that does not adversely affect
      the interests of holders of the Rights. 

     

    Until
      a
      Right is exercised or exchanged, the holder thereof, as such, will have no
      rights as a stockholder of the Company, including, without limitation, the
      right
      to vote or to receive dividends. 

     

    A
      copy of
      the Rights Agreement is being filed with the Securities and Exchange Commission
      as an Exhibit to a Registration Statement on Form 8-A. A copy of the Rights
      Agreement is available free of charge from the Company. This summary description
      of the Rights does not purport to be complete and is qualified in its entirety
      by reference to the Rights Agreement, as the same may be amended from time
      to
      time, which is hereby incorporated herein by reference.


    
      
        
        

      

      
        C-4