SEARCHLIGHT
MINERALS CORP.

     

    and

     

    EMPIRE
STOCK TRANSFER

     

    Rights
Agent

     

    
      
        

      

       

    

    RIGHTS
AGREEMENT

     

    Dated
as of August 24, 2009


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      TABLE OF
CONTENTS

    

     

    
      
        
          
            
              
                
                  
                    
                      	 	 	
                              Page

                            
	 	 	 
	
                              1.

                            	
                              Certain
      Definitions

                            	
                              1

                            
	
                              2.

                            	
                              Appointment
      of Rights Agent

                            	
                              4

                            
	
                              3.

                            	
                              Issue
      of Right Certificates

                            	
                              5

                            
	
                              4.

                            	
                              Form
      of Right Certificates.

                            	
                              6

                            
	
                              5.

                            	
                              Countersignature
      and Registration

                            	
                              7

                            
	
                              6.

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

                            	
                              8

                            
	
                              7.

                            	
                              Exercise
      of Rights; Purchase Price; Expiration Date of Rights

                            	
                              9

                            
	
                              8.

                            	
                              Cancellation
      and Destruction of Right Certificates

                            	
                              10

                            
	
                              9.

                            	
                              Reservation
      and Availability of Common Stock

                            	
                              11

                            
	
                              10.

                            	
                              Common
      Stock Record Date

                            	
                              12

                            
	
                              11.

                            	
                              Adjustment
      of Purchase Price, Number of Shares of Stock or Number of
      Rights

                            	
                              12

                            
	
                              12.

                            	
                              Certificate
      of Adjusted Purchase Price or Number of Shares of Stock

                            	
                              18

                            
	
                              13.

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

                            	
                              19

                            
	
                              14.

                            	
                              Fractional
      Rights and Fractional Shares

                            	
                              21

                            
	
                              15.

                            	
                              Rights
      of Action

                            	
                              22

                            
	
                              16.

                            	
                              Agreement
      of Right Holders

                            	
                              22

                            
	
                              17.

                            	
                              Right
      Certificate Holder Not Deemed a Stockholder

                            	
                              23

                            
	
                              18.

                            	
                              Concerning
      the Rights Agent

                            	
                              23

                            
	
                              19.

                            	
                              Merger
      or Consolidation or Change of Name of Rights Agent

                            	
                              24

                            
	
                              20.

                            	
                              Duties
      of Rights Agent

                            	
                              24

                            
	
                              21.

                            	
                              Change
      of Rights Agent

                            	
                              26

                            
	
                              22.

                            	
                              Issuance
      of New Right Certificates

                            	
                              27

                            
	
                              23.

                            	
                              Redemption

                            	
                              27

                            
	
                              24.

                            	
                              Exchange

                            	
                              28

                            
	
                              25.

                            	
                              Notice
      of Certain Events

                            	
                              29

                            
	
                              26.

                            	
                              Notices

                            	
                              30

                            
	
                              27.

                            	
                              Supplements
      and Amendments

                            	
                              31

                            


                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
        -i-

        
          

        

      

      
         


      

    

    
       

      
        TABLE OF
CONTENTS

        (continued)

      

       

    

    
      
        
          
            
              
                
                  
                    
                      	 	 	
                              Page

                            
	 	 	 
	
                              28.

                            	
                              Determinations
      and Actions by the Board of Directors

                            	
                              31

                            
	
                              29.

                            	
                              Three
      Year Independent Director Evaluation

                            	
                              32

                            
	
                              30.

                            	
                              Successors

                            	
                              32

                            
	
                              31.

                            	
                              Benefits
      of this Agreement

                            	
                              32

                            
	
                              32.

                            	
                              Severability

                            	
                              32

                            
	
                              33.

                            	
                              Governing
      Law

                            	
                              32

                            
	
                              34.

                            	
                              Counterparts

                            	
                              33

                            
	
                              35.

                            	
                              Descriptive
      Headings

                            	
                              33

                            
	
                              36.

                            	
                              Interpretation;
      Absence of Presumption.

                            	
                              33

                            


                    

                  

                

              

            

          

        

      

    

     

    Exhibit A
— Form of Right Certificate

     

    Exhibit B
— Summary of Common Stock Purchase Rights

     

    
      
         


      

      
        -ii-

        
          

        

      

      
         


      

    

     

    RIGHTS
AGREEMENT

     

    THIS AGREEMENT, dated as of
August 24, 2009, between
SEARCHLIGHT MINERALS
CORP. , a Nevada corporation (the “Company”), and EMPIRE STOCK TRANSFER INC., a
Nevada corporation(the “Rights
Agent”).

     

    WHEREAS, the Board of
Directors of the Company has authorized and declared a dividend of one common
stock purchase right (a “Right”) for each
share of Common Stock (as hereinafter defined) of the Company outstanding upon
the Close of Business (as hereinafter defined) on August 24, 2009 (the “Record Date”) payable
upon the Close of Business on September 1, 2009 (the “Payment Date”), and
has authorized and directed the issuance of one Right with respect to each share
of Common Stock that shall become outstanding between the Record Date and the
earliest of the Distribution Date, the Redemption Date and the Final Expiration
Date (as such terms are hereinafter defined), each Right representing the right
to purchase one share of Common Stock of the Company upon the terms and subject
to the conditions hereinafter set forth;

     

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

     

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

     

    (a)           “Acquiring
Person” shall mean any Person (as such term is hereinafter defined) who or
which, together with all Affiliates and Associates (as such terms are
hereinafter defined) of such Person, without prior written approval of the Board
of Directors, shall be the Beneficial Owner (as such term is hereinafter
defined) of 15% or more of the Common Stock of the Company then outstanding, but
does not include (i) the Company, (i) any Subsidiary (as such term is
hereinafter defined) of the Company, (iii) any employee benefit plan of the
Company or any Subsidiary of the Company, or (iv) any Person or entity holding
Common Stock for or pursuant to the terms of any such plan, or any trustee,
administrator or fiduciary of such a plan (the Persons described in clauses (i)
through (iv) above are referenced herein as “Exempt Persons”) provided,
however, that the term “Acquiring Person” shall not include any
Grandfathered Person, unless such Grandfathered Person becomes the Beneficial
Owner of a percentage of the shares of Common Stock of the Company then
outstanding equal to or exceeding such Grandfathered Person’s Grandfathered
Percentage.

     

    
      Notwithstanding
the foregoing, no Person who, at the Close of Business on the date hereof, shall
be the Beneficial Owner of 15% (or in the case of a Grandfathered Person, the
Grandfathered Percentage, or greater, applicable to such Grandfathered Person)
or more of the shares of Common Stock of the Company then outstanding shall be
deemed an “Acquiring Person”; provided, however, that if a
Person is, at the Close of Business on the date hereof, the Beneficial Owner of
15% (or in the case of a Grandfathered Person, the Grandfathered Percentage, or
greater, applicable to such Grandfathered Person) or more of the shares of
Common Stock of the Company then outstanding and shall thereafter become the
Beneficial Owner of additional shares of Common Stock of the Company at any time
that the Person is or thereby becomes the Beneficial Owner of 15% (or in the
case of a Grandfathered Person, the Grandfathered Percentage, or greater,
applicable to such Grandfathered Person) or more of the shares of Common Stock
of the Company then outstanding (other than Common Stock acquired solely as a
result of corporate action of the Company not caused, directly or indirectly, by
such Person), then such Person shall be deemed to be an “Acquiring Person”; and
no Person shall become an “Acquiring Person” as a result of an acquisition of
shares of Common Stock by the Company which, by reducing the number of shares of
stock outstanding, increases the proportionate number of stock beneficially
owned by such Person to 15% (or in the case of a Grandfathered Person, the
Grandfathered Percentage, or greater, applicable to such Grandfathered Person)
or more of the Common Stock of the Company then outstanding; provided, however, that if a
Person would, but for the foregoing, become an Acquiring Person by reason of
stock purchases by the Company and shall, after such stock purchases by the
Company, become the Beneficial Owner of any additional Common Stock of the
Company at any time that the Person is or thereby becomes the Beneficial Owner
of 15% (or in the case of a Grandfathered Person, the Grandfathered Percentage,
or greater, applicable to such Grandfathered Person) or more of the Common Stock
of the Company then outstanding (other than Common Stock acquired solely as a
result of corporate action of the Company not caused, directly or indirectly, by
such Person), then such Person shall be deemed to be an “Acquiring
Person.”

    

    

      
        
           


        

        
          1

          
            

          

        

        
           


        

      

    

     

    Notwithstanding
the foregoing, if the Board of Directors of the Company determines in good faith
that a Person who would otherwise be an “Acquiring Person,” as defined pursuant
to the foregoing provisions of this Section 1(a), has become such inadvertently,
and such Person divests as promptly as practicable a sufficient number of shares
of Common Stock so that such Person would no longer be an “Acquiring Person,” as
defined pursuant to the foregoing provisions of this Section 1(a), then
such Person shall not be deemed to be an “Acquiring Person” for any purposes of
this Agreement.

     

    (b)           “Affiliate”
and “Associate” shall have the respective meanings ascribed to such terms in
Rule 12b-2 of the Securities and Exchange Act of 1934, as amended (the
“Exchange
Act”), as in effect on the date of this Agreement.

     

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

     

    (i)           which
such Person or any of such Person’s Affiliates or Associates, directly or
indirectly, beneficially owns, or is deemed to beneficially own, as determined
pursuant to Rule 13d-3 of the Exchange Act, as in effect on the date of this
Agreement;

     

    (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 (other than these
Rights), warrants or options, or otherwise; provided, however, that a
Person shall not be deemed the Beneficial Owner of, or to beneficially own,
securities tendered pursuant to a tender or exchange offer made by or on behalf
of such Person or any of such Person’s Affiliates or Associates until such
tendered securities are accepted for purchase or exchange; or (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 if the agreement, arrangement or understanding to vote such security
(1) arises solely from a revocable proxy or consent given to such Person in
response to a public proxy or consent solicitation made pursuant to, and in
accordance with, the applicable rules and regulations of the Exchange Act and
(2) is not also then reportable on Schedule 13D under the Exchange Act (or
any comparable or successor report); or


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    (iii)           which
are beneficially owned, directly or indirectly, by any other Person with 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, or with respect to, acquiring,
holding, voting (except to the extent contemplated by the proviso to
Section 1(c)(ii)(B)) or disposing of any securities of the Company;
or

     

    (iv)           which
are the subject of a derivative transaction entered into by that Person to which
the Company is not a party, or a derivative security not issued by the Company
acquired by that Person, that: (A) gives that Person the economic equivalent of
ownership of shares of Common Stock because the value of the derivative is
explicitly determined by reference to the price or value of shares of Common
Stock, without regard to whether (1) such derivative conveys any voting rights
in Common Stock to such Person, (2) the derivative is required to be, or capable
of being, settled through delivery of shares of Common Stock, or (3) such Person
may have entered into other transactions that hedge the economic effect of such
derivative; and (B) is reported, or required to be reported, in a filing by that
Person or any of that Person’s Affiliates or Associates with the Securities and
Exchange Commission pursuant to Regulation 13D-G of Regulation 14D under the
Exchange Act in respect of which shares of Common Stock are the “subject
security” (as that term is described in those Regulations).  The
number of shares of Common Stock are deemed beneficially owned will be the
notional or other number of shares of Common Stock specified in the
documentation evidencing the derivative position as being subject to be acquired
upon the exercise or settlement of the applicable right or as the basis upon
which the value or settlement amount of such right, or the opportunity of the
holder of such right to profit or share in any profit, is to be calculated in
whole or in part or, if no such number of shares of Common Stock is specified in
such documentation, as determined by the Board of Directors in good faith to be
the number of shares of Common Stock to which the derivative position
relates.

     

    Notwithstanding
anything in this definition of Beneficial Ownership to the contrary, the phrase
“then outstanding,” when used with reference to a Person’s Beneficial Ownership
of securities of the Company, shall mean the number of such securities then
issued and outstanding together with the number of such securities not then
actually issued and outstanding which such Person would be deemed to own
beneficially hereunder.

     

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

     

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

     

    (f)           “Common
Stock” when used with reference to the Company shall mean the shares of common
stock, $0.001 par
value, of the Company, or shares having equivalent rights, privileges and
preferences to common stock.  “Common Stock” when used with reference
to any Person other than the Company shall mean the capital stock (or 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 that
ultimately control such first-mentioned Person.


    
      
         


      

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

     

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

     

    (i)           “Person”
means any individual, corporation, partnership, limited liability company, joint
venture, association, joint stock company, trust, business trust, government or
political subdivision, unincorporated organization, or any other association or
entity, and includes, without limitation, an unincorporated group of persons
who, by formal or informal agreement, have taken any action with a common
purpose, as well as any syndicate or group that may be considered a single
“person” under Section 14(d)(2) of the Exchange Act.

     

    (j)           “Purchase
Price” shall have the meaning set forth in
Section 7(b)  hereof.

     

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

     

    (l)           “Stock
Acquisition Date” means the date of the first public announcement (which for
purposes of this definition includes, without limitation, the issuance of a
press release or the filing of a publicly-available report or other document
with the Securities and Exchange Commission or any other governmental agency)
that a Person has become an Acquiring Person, whether that public announcement
is made by the Company or otherwise.

     

    (m)           “Subsidiary”
of any Person shall mean any corporation or other entity of which a majority of
the voting power of the voting equity securities or equity interest is owned,
directly or indirectly, by such Person.

     

    
      (n)           “Grandfathered
Percentage” shall mean, with respect to any Grandfathered Person, the percentage
of the outstanding shares of Common Stock of the Company that such Grandfathered
Person, together with all Affiliates and Associates of such Grandfathered
Person, Beneficially Owns as of the Grandfathered Time, plus additional shares
of Common Stock up to a maximum of 20%;
provided,
however, that, in the event any Grandfathered Person shall sell,
transfer, or otherwise dispose of any outstanding shares of Common Stock after
the Grandfathered Time,
the Grandfathered
Percentage shall, subsequent to such sale, transfer or disposition, mean, with
respect to such Grandfathered Person, the lesser of (i) the
Grandfathered Percentage
as in effect immediately prior to such sale, transfer or disposition or (ii) the
percentage of outstanding shares of Common Stock that such Grandfathered Person Beneficially Owns
immediately following such sale, transfer or disposition, plus an additional 1%;
provided
further that in no event shall the
Grandfathered Percentage exceed 20%.

       

      (o)           
“Grandfathered Person” shall mean any Person who or which, together with all
Affiliates and Associates of such Person, is, as of the Grandfathered Time, the
Beneficial Owner of 15% or more shares of Common Stock of the Company then
outstanding.   Notwithstanding anything
in this Agreement to the contrary, any Grandfathered Person who after the Grandfathered Time becomes the
Beneficial Owner of less than 15% of the outstanding shares of Common Stock
shall cease to be a Grandfathered Person and shall be subject to all of the
provisions of this Agreement in the same manner as any Person who is not and was
not a Grandfathered
Person.

       

      (p)           “Grandfathered
Time” shall mean 5:00 p.m., Eastern Time, on August 24, 2009.

       

    

    2.    Appointment
of Rights Agent.  The Company hereby appoints the Rights Agent
to act as agent for the Company and the holders of the Rights (who, in
accordance with Section 3 hereof, shall prior to the Distribution Date also
be the holders of the shares of Common Stock of the Company) 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.  If the Company appoints one or
more co-Rights Agents, the respective duties of the Rights Agents and any
co-Rights Agents will be as the Company determines.


    
      
         


      

      
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    3.    Issue of
Right Certificates.

     

    (a)           Until
the earlier of (i) the Close of Business on the tenth calendar day after the
Stock Acquisition Date or (ii) the Close of Business on the tenth Business Day
(or such later date as may be determined by action of the Company’s Board of
Directors prior to such time as any Person becomes an Acquiring Person) after
the date that the commencement of a tender or exchange offer within the meaning
of Rule 14d-2 of the Exchange Act or any successor rule, by any Person, other
than an Exempt Person, is first published, sent or given within the meaning of
Rule 14d-4 of the Exchange Act, or any successor rule, if, upon consummation
thereof, that Person would be the Beneficial Owner of 15% or more of the shares
of Common Stock then outstanding (including in either case any such date which
is after the date of this Agreement and prior to the Payment Date) (the earliest
of (i) and (ii), the “Distribution Date,”
provided, however, that
if the Stock Acquisition Date or the tenth Business Day after the commencement
of a tender or exchange offer, occurs before the Record Date, “Distribution
Date” shall mean the Record Date); (x) the Rights will be evidenced (subject to
the provisions of Section 3(b) hereof) by the certificates for shares of
Common Stock of the Company registered in the names of the holders thereof
(which certificates shall also be deemed to be Right Certificates) and not by
separate Right Certificates, and (y) the right to receive Right Certificates
will be transferable only in connection with the transfer of shares of Common
Stock of the Company.  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), at the Company’s expense, by first-class, insured,
postage-prepaid mail, to each record holder of shares of Common Stock of the
Company as of the Close of Business on the Distribution Date, at the address of
such holder shown on the records of the Company, a Right Certificate, in
substantially the form of Exhibit A hereto (a
“Right
Certificate”), evidencing one Right for each share of Common Stock so
held.  If an adjustment in the number of Rights per share of Common
Stock of the Company has been made pursuant to Section 11(a), the Company may
make the necessary and appropriate rounding adjustments (in accordance with
Section 14(a)) at the time of distribution of the Right Certificates, so that
Right Certificates representing only whole numbers of Rights are distributed,
and, if applicable, cash is paid in lieu of any fractional
Rights.  After the Close of Business on the Distribution Date, the
Rights will be evidenced solely by such Right Certificates.

     

    (b)           The
Company has prepared a Summary of Rights to Purchase Common Stock, attached as
Exhibit B
hereto (the “Summary
of Rights”), a copy of which is available free of charge from the
Company. With respect to certificates for shares of Common Stock of the Company
issued and outstanding prior to the Close of Business on the Record Date, until
the Distribution Date, the Rights will be evidenced by such certificates
registered in the names of the holders thereof, and the registered holders of
the shares of Common Stock shall also be the registered holders of the
associated Rights. Until the Distribution Date (or the earlier of the Redemption
Date or the Final Expiration Date), the surrender for transfer of any
certificate for shares of Common Stock of the Company outstanding on the Record
Date, with or without a copy of the Summary of Rights attached thereto, shall
also constitute the transfer of the Rights associated with the shares of Common
Stock represented thereby.

     

    (c)           Certificates
for shares of Common Stock of the Company that were issued and outstanding
(including, without limitation, certificates for reacquired shares of Common
Stock referred to in the last sentence of this Section 3(c) and certificates
issued on the transfer of shares of Common Stock) after the Record Date but
prior to the earliest of the Distribution Date, the Redemption Date or the Final
Expiration Date shall have impressed on, printed on, written on or otherwise
affixed to them a legend in substantially the following form:


    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    This
certificate also evidences and entitles the holder hereof to certain rights as
set forth in a Rights Agreement between Searchlight Minerals Corp., a Nevada
corporation, and Empire Stock Transfer Inc., a Nevada corporation, dated as of
August 24, 2009, and as
such agreement may be amended and supplemented or otherwise modified 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
Searchlight Minerals Corp.  Under certain circumstances set forth in
the Rights Agreement, such Rights will be evidenced by separate certificates and
will no longer be evidenced by this certificate.  Searchlight Minerals
Corp. may redeem the Rights at a redemption price of $0.001 per Right, subject
to adjustment, under the terms of the Rights Agreement.  Searchlight
Minerals Corp. will mail to the holder of this certificate a copy of the Rights
Agreement without charge after receipt of a written request
therefor.  Under certain circumstances set forth in the Rights
Agreement, such Rights issued to, or held by, an Acquiring Person or any
Affiliate or Associate thereof (as such terms are defined in the Rights
Agreement), whether held by such person or any subsequent holder, shall become
null and void.  The Rights are not exercisable, and are void so long
as held, by a holder in any jurisdiction where the requisite qualification to
the issuance to such holder, or the exercise by such holder, of the Rights in
such jurisdiction has not been obtained.

    


    With
respect to such certificates containing the foregoing legend, until the
Distribution Date, the Rights associated with the shares of Common Stock
represented by such certificates shall be evidenced by such certificates alone,
and the surrender for transfer of any such certificate shall also constitute the
transfer of the Rights associated with the shares of Common Stock represented
thereby.  In the event that the Company purchases or acquires any
shares of Common Stock after the Record Date but prior to the Distribution Date,
any Rights associated with such shares of Common Stock shall be deemed cancelled
and retired so that the Company shall not be entitled to exercise any Rights
associated with the shares of Common Stock which are no longer
outstanding.  The failure to print the foregoing legend on any
certificate representing shares of Common Stock or any defect therein will not
affect in any manner whatsoever the application or interpretation of Section
7(e).

     

    4.    Form of
Right Certificates.

     

    (a)           The
Right Certificates (and the forms of election to purchase Common Stock and of
assignment to be printed on the reverse thereof) shall be substantially the same
as Exhibit A
hereto and may have such marks of identification or designation and such
legends, summaries or endorsements printed thereon as the Company may deem
appropriate and as are not inconsistent with the provisions of this Agreement,
or as may be required to comply with any applicable law or with any rule or
regulation made pursuant thereto or with any rule or regulation of any stock
exchange on which the Rights may from time to time be listed, or to conform to
usage.  Subject to the provisions of Section 22 hereof, the Right
Certificates shall entitle the holders thereof to purchase such number of shares
of Common Stock as shall be set forth therein at the Purchase Price per share of
Common Stock set forth therein, but the amount and type of securities
purchasable upon exercise of each Right and such Purchase Price shall be subject
to adjustment as provided herein.


    
      
         


      

      
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    (b)           Any
Right Certificate issued pursuant to Section 3(a) or Section 22 that represents
Rights beneficially owned by (i) an Acquiring Person or any Associate or
Affiliate of an Acquiring Person, (ii) a transferee of an Acquiring Person (or
of any Associate or Affiliate of an Acquiring Person) who becomes a transferee
after the Acquiring Person becomes such, or (iii) a transferee of an
Acquiring Person (or of any such Associate or Affiliate) who becomes a
transferee prior to or concurrently with the Acquiring Person becoming such and
receives such Rights pursuant to either (A) a transfer (whether or not for
consideration) from the Acquiring Person to holders of equity interests in such
Acquiring Person or to any Person with whom the Acquiring Person has any
continuing agreement, arrangement or understanding (whether or not in writing)
regarding the transferred Rights, the shares of Common Stock associated with
such Rights or the Company or (B) a transfer that the Board of Directors, in its
sole discretion, has determined is part of a plan, arrangement or understanding
that has as a primary purpose or effect the avoidance of Section 7(e); and any
Right Certificate issued pursuant to Section 6, Section 11 or Section 22 upon
transfer, exchange, replacement or adjustment of any other Right Certificate
referred to in this sentence, will inserted following the first sentence of the
existing legend on such Right Certificate the following:

     

    The
Rights represented by this Right Certificate are or were beneficially owned by a
Person who was or became an Acquiring Person or an Affiliate or an Associate of
an Acquiring Person (as those terms are defined in the Rights
Agreement).  This Right Certificate and the Rights represented hereby
may become null and void under certain circumstances as specified in Section
7(e) of the Rights Agreement.

    


    The
Company shall give notice to the Rights Agent promptly after it becomes aware of
the existence and identity of any Acquiring Person or any Associate or Affiliate
thereof.  The Company shall instruct the Rights Agent in writing of
the Rights that should be so legended.  The failure to print the
foregoing legend on any such Right Certificate or any defect therein will not
affect in any manner whatsoever the application or interpretation of the
provisions of Section 7(e).

     

    5.    Countersignature
and Registration.

     

    (a)           The
Right Certificates shall be executed on behalf of the Company by its Chief
Executive Officer or President or any Vice President either manually or by
facsimile signature, shall have affixed thereto the Company’s seal or a
facsimile thereof, and shall be attested by the Treasurer, an Assistant
Treasurer, the Secretary or an Assistant 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 individual 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 individual 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 Rights Agreement any such individual was not such an
officer.

     

    (b)           Following
the Distribution Date, the Rights Agent will keep or cause to be kept, at its
principal office, 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.


    
      
         


      

      
        7

        
          

        

      

      
         


      

    

     

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

     

    (a)           Subject
to the provisions of Section 4(b), Section 7(e), and Section 14 hereof, at
any time after the Close of Business on the Distribution Date, and at or prior
to the Close of Business on the earlier of the Redemption Date or the Final
Expiration Date, any Right Certificate or Right Certificates (other than Right
Certificates representing Rights that have become void pursuant to
Section 11(a)(ii) hereof or that have been exchanged pursuant to
Section 24 hereof) 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  shares of Common 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 principal office of the Rights Agent, with the form of
assignment and certificate duly executed, at the office or offices of the Rights
Agent designated for that purpose.  Neither the Rights Agent nor the
Company is obligated to take any action whatsoever with respect to the transfer
of any such surrendered Right Certificate until the registered holder has
completed and signed the certificate contained in the form of assignment on the
reverse side of that Right Certificate and has provided such additional evidence
of the identity of the Beneficial Owner (or former Beneficial Owner) or
Affiliates or Associates thereof as the Company reasonably
requests.  Thereupon the Rights Agent shall, subject to Section 4(b),
Section 7(e) and Section 14, countersign and deliver to the Person entitled
thereto a Right Certificate or Certificates, as the case may be, as so
requested.  The Company may require payment by the registered holder
of a Right Certificate 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.

     

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

     


    
      
         


      

      
        8

        
          

        

      

      
         


      

    


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

     

    (a)           As
provided herein, and subject to Section 7(e), each Right shall be exercisable to
purchase one share of Common Stock, subject to further
adjustment.  The registered holder of any Right Certificate may
exercise the Rights evidenced thereby (except as otherwise provided herein) in
whole or in part at any time after the Distribution Date 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 principal office of the Rights
Agent, together with payment of the Purchase Price for each share of Common
Stock as to which the Rights are exercised, at or prior to the earliest of (i)
the Close of Business on August
24, 2019, subject to extension (the “Final Expiration
Date”), (ii) the time at which the Rights are redeemed as provided in
Section 23 hereof (the “Redemption Date”),
and (iii) the time at which such Rights are exchanged as provided in
Section 24 hereof; provided, however, that if
the number of Rights exercised would entitle the holder thereof to receive any
fraction of one share of Common Stock, then the holder thereof shall not be
entitled to exercise such Rights unless such holder concurrently purchases from
the Company (and in such event the Company shall sell to such holder), at a
price in proportion to the Purchase Price, an additional fraction of a share of
Common Stock which, when added to the number of shares of Common Stock to be
received upon such exercise, will equal an integral number of shares of Common
Stock.

     

    (b)           The
Purchase Price for each share of Common Stock pursuant to the exercise of a
Right shall initially be $12.00, shall be subject to adjustment from time to
time as provided in Sections 11 and 13 hereof and shall be payable in
lawful money of the United States of America in accordance with Section 7(c)
below.

     

    (c)           Upon
receipt of a Right Certificate representing exercisable Rights, with the form of
election to purchase duly executed, accompanied by payment of the Purchase Price
for the Common 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, as set forth below, the Rights Agent
shall thereupon promptly (i) requisition from any transfer agent of the Common
Stock certificates for the number of shares of Common Stock to be purchased and
the Company hereby irrevocably authorizes its transfer agent to comply with all
such requests, (ii) when appropriate, requisition from the Company the amount of
cash to be paid in lieu of issuance of fractional shares of Common Stock in
accordance with Section 14 hereof, (iii) after receipt of such
certificates, 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,
deliver such cash to or upon the order of the registered holder of such Right
Certificate.  The payment of the Purchase Price (as such amount may be
reduced pursuant to Section 11(a)(iii) hereof) shall be made by certified
check, cashier’s check, bank draft or money order payable to the order of the
Company, except that, if so provided by the Board of Directors of the Company,
the payment of the Purchase Price following the occurrence of a
Section 11(a)(ii) Event (as hereinafter defined) and until the first
occurrence of a Section 13 Event (as hereinafter defined) may be made
wholly or in part by delivery of a certificate or certificates (with appropriate
stock powers executed in blank attached thereto) evidencing a number of shares
of Common Stock of the Company equal to the then Purchase Price divided by the
closing price (as determined pursuant to Section 11(d) hereof) per share of
Common Stock on the Trading Day (as such term is hereinafter defined)
immediately preceding the date of such exercise.  If the Company is
obligated to issue other securities of the Company, pay cash and/or distribute
other property pursuant to Section 11(a) hereof, the Company will make all
arrangements necessary so that such other securities, cash and/or other property
are available for distribution by the Rights Agent, if and when
appropriate.


    
      
         


      

      
        9

        
          

        

      

      
         


      

    

     

    (d)           In
case the registered holder of any Right Certificate shall exercise less than all
the Rights evidenced thereby, a new Right Certificate evidencing Rights
equivalent to the 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, from and after the first occurrence
of a Section 11(a)(ii) Event or Section 13 Event, any Rights beneficially owned
by (i) an Acquiring Person or any Associate or Affiliate of an Acquiring Person,
(ii) a transferee of an Acquiring Person (or of any Associate or Affiliate of an
Acquiring Person) who becomes a transferee after the Acquiring Person becomes
such, or (iii) a transferee of an Acquiring Person (or of any Associate or
Affiliate of an Acquiring Person) who becomes a transferee prior to or
concurrently with the Acquiring Person becoming an Acquiring Person and receives
those Rights pursuant to either (A) a transfer (whether or not for
consideration) from the Acquiring Person to holders of equity interests in that
Acquiring Person or to any Person with whom the Acquiring Person has any
continuing agreement, arrangement or understanding regarding the transferred
Rights, the shares of Common Stock associated with such Rights or the Company,
or (B) a transfer that the Board of Directors, in its sole discretion, has
determined is part of a plan, arrangement or understanding which has as a
primary purpose or effect the avoidance of this Section 7(e), will be null and
void without any further action and no holder of such Rights will have any
rights whatsoever with respect to such Rights, whether under any provision of
this Agreement or otherwise.  The Company will use all reasonable
efforts to ensure that the provisions of this Section 7(e) and Section 4(b) are
complied with, but will have no liability to any holder of Right Certificates or
other Person as a result of its failure to make any determination with respect
to an Acquiring Person or any Affiliate or Associate of an Acquiring Person or
any transferee of any of them hereunder.

     

    (f)           Notwithstanding
anything in this Agreement to the contrary, neither the Rights Agent nor the
Company shall be obligated to take any action with respect to a registered
holder of a Right Certificate upon the occurrence of any purported transfer,
assignment or exercise as set forth in this Section 7 unless such
registered holder shall have (i) completed and signed the certificate following
the form of assignment or election to purchase set forth on the reverse of the
Right Certificate surrendered for such transfer, assignment or exercise, and
(ii) provided such additional evidence of the identity of the Beneficial Owner
(or former Beneficial Owner) or Affiliates or Associates thereof as the Company
shall reasonably request.

     

    8.    Cancellation
and Destruction of 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 cancelled form, or if
surrendered to the Rights Agent, shall be cancelled by it, and no Right
Certificates shall be issued in lieu thereof except as expressly permitted by
any of the provisions of this Rights 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 cancelled Right Certificates to the Company or
shall, at the written request of the Company, destroy such cancelled Right
Certificates, and in such case shall deliver a certificate of destruction
thereof to the Company.  Subject to applicable law and regulation, the
Rights Agent shall maintain in a retrievable database electronic records of all
cancelled or destroyed Right Certificates which have been canceled or destroyed
by the Rights Agent.  The Rights Agent shall maintain such electronic
records or physical records for the time period required by applicable law and
regulation.  Upon written request of the Company (and at the expense
of the Company), the Rights Agent shall provide to the Company or its designee
copies of such electronic records or physical records relating to Right
Certificates cancelled or destroyed by the Rights Agent.

     


    
      
         


      

      
        10

        
          

        

      

      
         


      

    

     

    9.    Reservation
and Availability of Common 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 Common Stock or any
authorized and issued shares of Common Stock held in its treasury the number of
shares of Common Stock that will be sufficient to permit the exercise in full of
all outstanding Rights in accordance with Section 7.

     

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

     

    (c)           The
Company covenants and agrees that it will take all such action as may be
necessary to ensure that all shares of Common Stock delivered upon exercise of
Rights shall, at the time of delivery of the certificates for such shares
(subject to payment of the Purchase Price), be duly and validly authorized and
issued and fully paid and nonassessable shares (except as otherwise provided by
any corporation law applicable to the Company).

     

    (d)           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 Common 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 for the shares of Common Stock in a name
other than that of, the registered holder of the Right Certificate evidencing
Rights surrendered for exercise or to issue or to deliver any certificates for
shares of Common Stock upon the exercise of any Rights until any such tax shall
have been paid (any such tax being payable by the 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.


    
      
         


      

      
        11

        
          

        

      

      
         


      

    


    (e)           The
Company shall use its best efforts to (i) file, as soon as practicable following
the earliest date after the occurrence of a Section 11(a)(ii) Event on which the
consideration to be delivered by the Company upon exercise of the Rights has
been determined in accordance with Section 11(a)(iii), or as soon as required by
law following the Distribution Date, as the case may be, a registration
statement under the Securities Act of 1933, as amended (the “Securities Act”),
with respect to the securities purchasable upon exercise of the Rights on an
appropriate form, (ii) cause that registration statement to become effective as
soon as practicable after such filing, and (iii) cause that registration
statement to remain effective (with a prospectus that at all times meets the
requirements of the Securities Act) until the earlier of (A) the date as of
which the Rights are no longer exercisable for such securities, or (B) the
Expiration Date.  The Company will also take any action that is
appropriate to ensure compliance with the securities or “blue sky” laws of the
various states in connection with the exercisability of the Rights. The Company
may temporarily suspend, for a period of time not to exceed ninety (90) days
after the date determined in accordance with the first sentence of this Section
9(e), the exercisability of the Rights in order to prepare and file such
registration statement and permit it to become effective.  Upon 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 when the suspension is no longer in effect, in each case with
prompt written notice to the Rights Agent.  Notwithstanding any
provision of this Agreement to the contrary, the Rights are not exercisable in
any jurisdiction unless the requisite qualification in that jurisdiction has
been obtained.

     

    10.    Common
Stock Record Date.  Each Person in whose name any certificate
for shares of Common 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 Common
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 Common 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 Common Stock transfer books of the
Company are open.  Prior to the exercise of the Right evidenced
thereby, the holder of a Right Certificate is not entitled to any rights of a
stockholder of the Company with respect to shares for which the Rights are
exercisable, including, without limitation, the right to vote, to receive
dividends or other distributions or to exercise any preemptive rights, and will
not be entitled to receive any notice of any proceedings of the Company, except
as provided herein.

     

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

     

    (a)           (i)In
the event the Company, at any time after the date of this Agreement (A) declares
a dividend on the shares of Common Stock payable in Common Stock, (B) splits or
subdivides the outstanding shares of Common Stock, (C) combines the outstanding
shares of Common Stock into a smaller number of shares of Common Stock or (D)
issues any shares of its capital stock in a reclassification of the shares of
Common Stock (including any such reclassification in connection with a
consolidation or merger in which the Company is the continuing or surviving
corporation), except as otherwise provided in this Section 11(a) or Section
7(e), 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 Common Stock transfer
books of the Company were open, such holder would have owned upon such exercise
and been entitled to receive by virtue of such dividend, subdivision,
combination or reclassification; 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, if any, of the shares of capital stock of the
Company issuable upon exercise of one Right.  If an event occurs which
would require an adjustment under both Section 11(a)(i) and
Section 11(a)(ii), the adjustment provided for in this
Section 11(a)(i) shall be in addition to, and shall be made prior to, any
adjustment required pursuant to Section 11(a)(ii).


    
      
         


      

      
        12

        
          

        

      

      
         


      

    

     

    (ii)           Subject
to Sections 23 and 24, in the event any Person, alone or together with its
Affiliates and Associates, shall become an Acquiring Person (a “Section 11(a)(ii)
Event”), then promptly following that occurrence, proper provision shall
be made so that each holder of a Right, except as provided in Section 7(e),
thereafter has a right to receive, upon exercise thereof at the then current
Purchase Price per full share of Common Stock in accordance with this Agreement,
such number of shares of Common Stock of the Company as equals the result
obtained by (x) multiplying the then current Purchase Price per full share of
Common Stock by the number of shares of Common Stock for which a Right was
exercisable immediately prior to the first occurrence of a Section 11(a)(ii)
Event, whether or not such Right was then exercisable, and dividing that product
by (y) 50% of the then current per share market price (as defined herein) of the
shares of Common Stock (determined in accordance with Section 11(d)) on the date
of the occurrence of that Section 11(a)(ii) Event (such number of shares being
referred to as the “Adjustment
Shares”).

     

    (iii)           In
the event that there shall not be sufficient shares of Common Stock of the
Company issued but not outstanding or authorized but unissued (and not reserved
for issuance for purposes other than upon exercise of the Rights) to permit the
exercise in full of the Rights in accordance with the foregoing subparagraph
(ii), the Company shall: (A) determine the excess of (1) the value of the
Adjustment Shares issuable upon the exercise of a Right (the “Current Value”) over
(2) the Purchase Price (such excess, the “Spread”), and (B)
with respect to each Right, make adequate provision to substitute for the
Adjustment Shares, upon payment of the applicable Purchase Price, (1) cash, (2)
a reduction in the Purchase Price, (3) equity securities of the Company
(including, without limitation, shares, or units of shares, of preferred stock,
if any, which the Board of Directors of the Company has deemed to have the same
value as shares of Common Stock (such shares of preferred stock, hereinafter
referred to as “common
stock equivalents”)), (4) debt securities of the Company, (5) other
assets or (6) any combination of the foregoing, having an aggregate value equal
to the Current Value, where such aggregate value has been determined by the
Board of Directors of the Company based upon the advice of a nationally
recognized investment banking firm selected by the Board of Directors of the
Company; provided,
however, if the Company shall not have made adequate provision to
substitute for the Adjustment Shares pursuant to clause (B) above within thirty
(30) days following the occurrence of a Section 11(a)(ii) Event (the “Section 11(a)(ii)
Trigger Date”), then the Company shall be obligated to deliver, upon the
surrender for exercise of a Right and without requiring payment of any portion
of the Purchase Price, shares of Common Stock (to the extent available) and
then, if necessary, cash, which shares and/or cash have an aggregate value equal
to the Spread.  If the Board of Directors of the Company shall
determine in good faith that it is likely that sufficient additional shares of
Common Stock might be authorized for issuance for exercise in full of the
Rights, the thirty (30) day period set forth above may be extended to the extent
necessary, but not more than ninety (90) days after the Section 11(a)(ii)
Trigger Date, in order that the Company may seek stockholder approval for the
authorization of such additional shares (such period, as it may be extended, the
“Substitution
Period”).  To the extent that the Company determines that some
action need be taken pursuant to the first and/or second sentences of this
Section 11(a)(iii), the Company (x) shall provide, subject to Section 7(e),
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 to seek any authorization of additional shares and/or to
decide the appropriate form of distribution to be made pursuant to such first
sentence and to determine the value thereof.  In the event of any such
suspension, the Company shall issue a public announcement stating that the
exercisability of the Rights has been temporarily suspended, as well as a public
announcement at such time as the suspension is no longer in
effect.  For purposes of this Section 11(a)(iii), the value of
the Common Stock shall be the current per share market price (as determined
pursuant to Section 11(d) hereof) of the Common Stock on the
Section 11(a)(ii) Trigger Date and the value of any “common stock
equivalent” shall be deemed to have the same value as the Common Stock on such
date.

     


    
      
         


      

      
        13

        
          

        

      

      
         


      

    


    


     

    (b)           In
case the Company shall fix a record date for the issuance of rights, options or
warrants to all holders of shares of Common Stock entitling them (for a period
expiring within 45 calendar days after such record date) to subscribe for or
purchase shares of Common Stock (or securities convertible into Common Stock) at
a price per share of Common Stock (or having a conversion price per share, if a
security convertible into Common Stock) less than the then current per share
market price of the shares of Common Stock (as defined in Section 11(d)) 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 Common Stock outstanding on such record date plus the number of shares of
Common Stock which the aggregate offering price of the total number of shares of
Common Stock so to be offered (and/or the aggregate initial conversion price of
the convertible securities so to be offered) would purchase at such current
market price and the denominator of which shall be the number of shares of
Common Stock outstanding on such record date plus the number of additional
shares of Common Stock to be offered for subscription or purchase (or into which
the convertible securities so to be offered are initially convertible); provided, however, in no
event shall the consideration to be paid upon the exercise of one Right be less
than the aggregate par value, if any, 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 Common Stock owned by or held for the account of the
Company shall not be deemed outstanding for the purpose of any such
computation.  Such adjustment shall be made successively whenever such
a record date is fixed.  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.


    
      
         


      

      
        14

        
          

        

      

      
         


      

    

     

    (c)           In
case the Company shall fix a record date for the making of a distribution to all
holders of the Common 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 shares of Common Stock)
or subscription rights or warrants (excluding those referred to in
Section 11(b)), 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 shares of Common Stock (as defined in
Section 11(d)) 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 Common Stock
and the denominator of which shall be such current per share market price of the
Common Stock; provided,
however, in no event shall the consideration to be paid upon the exercise
of one Right be less than the aggregate par value, if any, 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. 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.

     

    (d)           For
the purpose of any computation hereunder, the “current per share market price”
of the shares of Common Stock on any date shall be deemed to be the average of
the daily closing prices per share of Common Stock 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
shares of Common Stock is determined during a period following the announcement
by the issuer of such Common Stock of (i) a dividend or distribution on such
shares of Common Stock payable in shares of Common Stock or securities
convertible into Common Stock, or (ii) any subdivision, combination or
reclassification of Common Stock 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 of Common Stock.  The
closing price for each Trading 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 principal national securities exchange on which the
Common Stock is listed or admitted to trading or, if the Common Stock 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 the OTC Bulletin Board or
such other system then in use.  If a security is not publicly held or
not so listed or traded or quoted by any such organization, the current per
share market price shall mean the fair value per share of stock per other unit
of such security, determined reasonably and with utmost good faith to the
holders of the Rights by the Board of Directors, but if at the time of such
determination there is an Acquiring Person, the current per share market price
of such security on such date shall be determined by a nationally recognized
investment banking firm selected by the Board of Directors, which determination
shall be described in a statement filed with the Rights Agent and shall be
binding on the Rights Agent and the holders of the Rights.  The term
“Trading Day” shall mean a day on which the principal national securities
exchange on which the Common Stock is listed or admitted to trading is open for
the transaction of business or, if the Common Stock is not listed or admitted to
trading on any national securities exchange, a Business Day.


    
      
         


      

      
        15

        
          

        

      

      
         


      

    

     

    (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 ten-thousandth of a share as the case may be, or
to such other figure as the Board of Directors considers
appropriate.  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 date of the expiration of
the right to exercise any Rights.

     

    (f)           If,
as a result of an adjustment made pursuant to Section 11(a), the holder of
any Right thereafter exercised shall become entitled to receive any shares of
capital stock of the Company other than Common Stock, thereafter the number of
such other shares so receivable upon exercise of any 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 shares of Common Stock
contained in Sections 11(a) through (c), inclusive, and the provisions of
Sections 7, 9, 10, 13 and 14 with respect to the Common 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 shares of Common Stock purchasable from time to
time hereunder upon exercise of the Rights, all subject to further adjustment as
provided herein.

     

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

     

    
      
        
        

      

      
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    (i)           The
Company may elect on or after the date of any adjustment of the Purchase Price
to adjust the number of Rights, in substitution for any adjustment in the number
of shares of Common 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 shares of Common Stock
for which a Right was exercisable immediately prior to such
adjustment.  Each Right held of record prior to such adjustment of the
number of Rights shall become that number of Rights (calculated to the nearest
one ten-thousandth) obtained by dividing the Purchase Price in effect
immediately prior to adjustment of the Purchase Price by the Purchase Price in
effect immediately after adjustment of the Purchase Price.  The
Company shall make a public announcement of its election to adjust the number of
Rights, indicating the record date for the adjustment, and, if known at the
time, the amount of the adjustment to be made.  This record date may
be the date on which the Purchase Price is adjusted or any day thereafter, but,
if the 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 shall, 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.

     

    (j)           Irrespective
of any adjustment or change in the Purchase Price or the number of shares of
Common Stock issuable upon the exercise of the Rights, the Right Certificates
theretofore and thereafter issued may continue to express the Purchase Price and
the number of shares of Common 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 par value, if any, of the shares of Common Stock issuable upon
exercise of the Rights, the Company shall take any corporate action which may,
in the opinion of its counsel, be necessary in order that the Company may
validly and legally issue fully paid and nonassessable (except as otherwise
provided by any corporation law applicable to the Company) shares of Common
Stock at such adjusted Purchase Price.

     

    (l)           In
any case in which this Section 11 shall require that an adjustment in the
Purchase Price be made effective as of a record date for a specified event, the
Company may elect to defer until the occurrence of such event the issuance to
the holder of any Right exercised after such record date of the Common Stock and
other capital stock or securities of the Company, if any, issuable upon such
exercise over and above the number of shares of Common 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.

     

    
      
        
        

      

      
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    (m)           Anything
in this Section 11 to the contrary notwithstanding, the Company shall be
entitled to make such reductions in the Purchase Price, in addition to those
adjustments expressly required by this Section 11, as and to the extent that it
in its good faith judgment, a majority of the Board of Directors shall determine
to be advisable in order that any consolidation or subdivision of the Common
Stock, issuance wholly for cash of any shares of Common Stock at less than the
current market price, issuance wholly for cash of shares of Common Stock or
securities which by their terms are convertible into or exchangeable for shares
of Common Stock, dividends on shares of Common Stock payable in shares of Common
Stock or issuance of rights, options or warrants referred to in this Section 11,
hereafter made by the Company to holders of the Common Stock, shall not be
taxable to such stockholder.

     

    (n)           The
Company covenants and agrees that it shall not, at any time after the earlier of
the Distribution Date or the Stock Acquisition Date and so long as the rights
have not been redeemed pursuant to Section 23 or exchanged pursuant to Section
24, (i) consolidate with any other Person (other than a Subsidiary of the
Company in a transaction which complies with Section 11(o) hereof), (ii)
merge with or into any other Person (other than a Subsidiary of the Company in a
transaction which complies with Section 11(o) hereof), (iii) sell or
transfer (or permit any Subsidiary to sell or transfer), in one transaction, or
a series of related transactions, assets or earning power aggregating more than
50% of the assets or earning power of the Company and its Subsidiaries (taken as
a whole) to any other Person or Persons (other than the Company and/or any of
its Subsidiaries in one or more transactions each of which complies with
Section 11(o) hereof) or (iv) consummate a share exchange with any other
Person, if (A) at the time of or immediately after such consolidation, merger,
sale or share exchange 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, (B) prior to, simultaneously with or immediately after such
consolidation, merger, sale or share exchange the stockholders of the Person who
constitute, 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 and Associates or (C)
the form or nature of organization of the Principal Party would preclude or
limit the exercisability of the Rights.

     

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

     

    12.          Certificate
of Adjusted Purchase Price or Number of Shares.  Whenever an
adjustment is made as provided in Sections 11 and 13 hereof, the Company
shall promptly (a) prepare a certificate setting forth such adjustment, and
a brief statement of the facts accounting for such adjustment, (b) file with the
Rights Agent and with each transfer agent for the shares of Common 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.

     

    
      
        
        

      

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

     

    (a)           In
the event that, following the Stock Acquisition Date, directly or indirectly and
without prior written approval of the Board of Directors of the Company, (x) the
Company shall consolidate with, or merge with and into, any other Person (other
than a Subsidiary of the Company in a transaction which complies with
Section 11(o) hereof), and the Company shall not be the continuing or
surviving corporation of such consolidation or merger; (y) any Person (other
than a Subsidiary of the Company in a transaction that complies with
Section 11(o) hereof) shall consolidate with, or merge with or into, the
Company, and the Company shall be the continuing or surviving corporation of
such consolidation or merger, or any Person or Persons (other than a Subsidiary
of the Company in a transaction that complies with Section 11(o) hereof)
shall consummate a share exchange with the Company, and, in connection with such
consolidation, merger or share exchange, all or part of the outstanding shares
of Common Stock of the Company shall be changed into or exchanged for stock or
other securities of any other Person (or the Company) or cash or any other
property; or (z) the Company shall sell or otherwise transfer (or one or more of
its Subsidiaries shall sell or otherwise transfer), in one transaction or a
series of related transactions, assets or earning power aggregating more than
50% of the assets or earning power of the Company and its Subsidiaries (taken as
a whole) to any Person or Persons (other than the Company or any Subsidiary of
the Company in one or more transactions each of which complies with
Section 11(o) hereof), then in each such case proper provision shall be
made so that: (i) each holder of a Right (except as otherwise provided in
Section 7(e)) shall thereafter have the right to receive, upon the exercise
thereof at a price equal to the then current Purchase Price per full share of
Common Stock, (or, if a Section 11(a)(ii) Event has occurred prior to the
first occurrence of any of the events described in clauses (x), (y) or (z) above
(a “Section 13
Event”), the Purchase Price per full share of Common Stock in effect
immediately prior to the first occurrence of a Section 11(a)(ii) Event), in
accordance with the terms of this Agreement, such number of validly authorized
and issued, fully paid, nonassessable (except as otherwise required by any
corporation law applicable to the Principal Party (as such term is hereinafter
defined)) and freely tradeable shares of Common Stock of the Principal Party,
not subject to any liens, encumbrances, rights of first refusal or other adverse
claims, as shall be equal to the result obtained by (1) multiplying the then
current Purchase Price per full share of Common Stock by the number of shares of
Common Stock for which a Right is exercisable immediately prior to the first
occurrence of a Section 13 Event, whether or not such Right was then
exercisable (or, if a Section 11(a)(ii) Event has occurred prior to the
first occurrence of a Section 13 Event, multiplying the number of such
shares for which a Right was exercisable immediately prior to the first
occurrence of a Section 11(a)(ii) Event, whether or not such Right was then
exercisable, by the Purchase Price per full share of Common Stock in effect
immediately prior to such first occurrence), and dividing that product (which,
following the first occurrence of a Section 13 Event, shall be referred to
as the “Purchase Price” for each Right and for all purposes of this Agreement)
by (2) 50% of the current per share market price (determined pursuant to
Section 11(d) hereof) of Common Stock of such Principal Party on the date
of consummation of such Section 13 Event; (ii) such Principal Party shall
thereafter be liable for, and shall assume, by virtue of such Section 13
Event, all the obligations and duties of the Company pursuant to this Agreement;
(iii) the term “Company” shall thereafter be deemed to refer to such Principal
Party, it being specifically intended that the provisions of Section 11
hereof shall apply only to such Principal Party following the first occurrence
of a Section 13 Event; (iv) such Principal Party shall take such steps
(including, but not limited to, the reservation of a sufficient number of its
shares of Common Stock) in connection with the consummation of any such
transaction as may be necessary to assure that the provisions hereof shall
thereafter be applicable, as nearly as reasonably may be, in relation to its
shares of Common Stock thereafter deliverable upon the exercise of the Rights;
and (v) the provisions of Section 11(a)(ii) hereof shall be of no effect
following the first occurrence of any Section 13 Event.  The
Rights Agent will be fully protected in relying on any such certificate and on
any adjustment contained therein and will not be considered to have knowledge of
any such adjustment unless and until it has received such
certificate.

     

    
      
        
        

      

      
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    (b)           Principal
Party” shall mean:

     

    (i)           in
the case of any transaction described in clause (x) or (y) of the first sentence
of Section 13(a), the Person that is the issuer of any securities into
which shares of Common Stock of the Company are converted in such merger,
consolidation or share exchange, or, if there is more than one such issuer, the
issuer of Common Stock that has the highest aggregate current per share market
price (determined pursuant to Section 11(d)), and if no securities are so
issued, (A) the Person that is the other party to the merger, consolidation or
share exchange and that survives such merger or consolidation, or, if there is
more than one such Person, the Person the shares of Common Stock of which have
the highest aggregate current per share market price of shares outstanding or
(B) if the Person that is the other party to the merger or consolidation does
not survive the merger or consolidation, the Person that does survive the merger
or consolidation (including the Company if it survives); and

     

    (ii)          in
the case of any transaction described in clause (z) of the first sentence of
Section 13(a), the Person that is the party receiving the greatest portion
of the assets or earning power transferred pursuant to such transaction or
transactions; provided,
however, that in any such case, (1) if the shares of Common Stock of such
Person are not at such time and have not been continuously over the preceding
twelve (12) month-period registered under Section 12 of the Exchange Act,
and such Person is a direct or indirect Subsidiary of another Person the shares
of Common Stock of which are and have been so registered, “Principal Party”
shall refer to such other Person; and (2) in case such Person is a Subsidiary,
directly or indirectly, of more than one Person, the shares of Common Stock of
two or more of which are and have been so registered, “Principal Party” shall
refer to whichever of such Persons is the issuer of the shares of Common Stock
having the greatest aggregate market value.

     

    (c)           The
Company shall not consummate any such consolidation, merger, share exchange,
sale or transfer unless the Principal Party shall have a sufficient number of
authorized shares of Common Stock which have not been issued or reserved for
issuance to permit the exercise in full of the Rights in accordance with this
Section 13 and unless prior thereto the Company and such Principal Party
shall have executed and delivered to the Rights Agent a supplemental agreement
providing for the terms set forth in Sections 13(a) and (b) and further
providing that, as soon as practicable after the date of any consolidation,
merger, share exchange or sale of assets mentioned in Section 13(a), the
Principal Party will:

     

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

     

    
      
        
        

      

      
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    (ii)          qualify
or register the Rights and the securities purchasable upon exercise of the
Rights under the blue sky laws of such jurisdictions as may be necessary or
appropriate; and

     

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

     

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

     

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

     

    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.  If the Company
elects not to issue such fractional Rights, the Company shall pay 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, or the number of
Rights to be issued shall be rounded up to the nearest whole number, in the
Company’s sole discretion.  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 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
the OTC Bulletin Board or such other system then in use.  If the
Rights are not publicly held or not so listed or traded or quoted by any such
organization, the current market value of a Right shall be determined reasonably
and with utmost good faith to the holders of the Rights by the Board of
Directors, but if at the time of such determination there is an Acquiring
Person, the current market value of the Right on such date shall be determined
by a nationally recognized investment banking firm selected by the Board of
Directors, which determination shall be described in a statement filed with the
Rights Agent and shall be binding on the Rights Agent and the holders of the
Rights.

     

    
      
        
        

      

      
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    (b)           The
Company shall not be required to issue fractions of shares of Common Stock upon
exercise of the Rights or to distribute certificates which evidence
fractional  shares of Common Stock.  In lieu of fractional
shares of Common Stock, the Company shall pay to the registered holders of Right
Certificates at the time such Rights are exercised as herein provided an amount
in cash equal to the same fraction of the current per share market price of one
share of Common Stock, or the number of shares of Common Stock to be issued
shall be rounded up to the nearest whole number, in the Company’s sole
discretion.  Any exercise of Rights that would entitle the holder
thereof to receive any fraction of a share of Common Stock shall be governed by
Section 7(a) hereof.  For purposes of this Section 14(b), the
current per share market price of a share of Common Stock shall be the closing
price of the Common Stock (as determined pursuant to the second sentence of
Section 11(d) hereof) for the Trading Day immediately prior to the date of
such exercise.

     

    (c)           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 of a Right
(except as provided above).

     

    15.          Rights of
Action.  All rights of action in respect of this Agreement,
excepting the rights of action given to the Rights Agent under Sections 18
and 20 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), may, in his own behalf and for his own
benefit, enforce, and may institute and maintain any suit, action or proceeding
against the Company to enforce, or otherwise act in respect of, his right to
exercise the Rights evidenced by such Right Certificate in the manner provided
in such Right Certificate and in this Agreement.  Without limiting the
foregoing or any remedies available to the holders of Rights, it is specifically
acknowledged that the holders of Rights would not have an adequate remedy at law
for any breach of this Agreement and will be entitled to specific performance of
the obligations under, and injunctive relief against actual or threatened
violations of the obligations of any Person subject to, this
Agreement.

     

    16.          Agreement
of 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:

     

    
      
        
        

      

      
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    (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 principal office of the
Rights Agent, duly endorsed or accompanied by a proper instrument of
transfer;

     

    (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 associated Common
Stock certificate) is registered as the absolute owner thereof and of the Rights
evidenced thereby (notwithstanding any notations of ownership or writing on the
Right Certificates or the associated Common Stock certificate made by anyone
other than the Company or the Rights Agent) for all purposes whatsoever, and
neither the Company nor the Rights Agent shall be affected by any notice to the
contrary; and

     

    (d)           notwithstanding
anything in this Agreement to the contrary, neither the Company nor the Rights
Agent shall have any liability to any holder of a Right or other Person as a
result of its inability to perform any of its obligations under this Agreement
by reason of any preliminary or permanent injunction or other order, decree or
ruling issued by a court or competent jurisdiction or by a governmental,
regulatory or administrative agency or commission, or any statute, rule,
regulation or executive order promulgated or enacted by any governmental
authority, prohibiting or otherwise restraining performance of such obligation;
provided, however, the
Company must use its best efforts to have any such order, decree or ruling
lifted or otherwise overturned as soon as possible.

     

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

     

    18.          Concerning
the Rights Agent.

     

    (a)           The
Company agrees to pay to the Rights Agent such compensation as is agreed to in
writing between the Company and the Rights Agent for all services rendered by it
hereunder and, from time to time, on demand of the Rights Agent, its reasonable
expenses 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 in the premises.  This Section 18(a) will survive the
expiration of the Rights and the termination of this Agreement.

     

    
      
        
        

      

      
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    (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 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.

     

    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 business of the Rights Agent or any successor Rights Agent,
shall be the successor to the Rights Agent under this Agreement without the
execution or filing of any paper or any further act on the part of any of the
parties hereto, provided 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.

     

    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.

     

    
      
        
        

      

      
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    (b)           Whenever
in the performance of its duties under this Agreement the Rights Agent considers
it necessary or desirable that any fact or matter be proved or established by
the Company prior to taking or suffering any action hereunder (including,
without limitation, the identity of any Acquiring Person and the determination
of the then current per share market price), 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 Chief
Executive Officer or the President or any Vice President and by the Treasurer or
any Assistant Treasurer or the Secretary or any Assistant Secretary of the
Company and delivered to the Rights Agent; and such certificate shall be full
authorization to the Rights Agent for any action taken or suffered in good faith
by it under the provisions of this Agreement in reliance upon such
certificate.

     

    (c)           The
Rights Agent shall be liable hereunder to the Company and any other Person only
for its own 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
authorization, execution and delivery 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 adjustment in the terms of the Rights
(including the manner, method or amount thereof) provided for in Section 3,
11, 13, 23 or 24, or the ascertaining of the existence of facts that would
require any such change or adjustment (except with respect to the exercise of
Rights evidenced by Right Certificates after actual notice that such change or
adjustment is required); nor shall it by any act hereunder be deemed to make any
representation or warranty as to the authorization or reservation of any shares
of Common Stock or other securities to be issued pursuant to this Agreement or
any Right Certificate or as to whether any shares of Common 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.

     

    (g)           The
Rights Agent is hereby authorized and directed to accept instructions with
respect to the performance of its duties hereunder from any one of the Chief
Executive Officer, the President, any Vice President, the Secretary, any
Assistant Secretary, the Treasurer or any Assistant Treasurer of the Company,
and to apply to such officers for advice or instructions in connection with its
duties, and it shall not be liable for any action taken or suffered by it in
good faith in accordance with instructions of any such officer.

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

     

    (h)           The
Rights Agent and any stockholder, director, officer or employee of the Rights
Agent may buy, sell or deal in, or act as the transfer agent for, any of the
Rights, Common Stock, 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 Right Certificate surrendered to the Rights Agent for
exercise or transfer, the certificate attached to the form of assignment or form
of election to purchase, as the case may be, has either not been completed or
indicates an affirmative response to clause (1) or clause (2) thereof, the
Rights Agent shall not take any further action with respect to such requested
exercise or transfer without first consulting with the Company.

     

    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 by registered or certified mail, and, if
separate Right Certificates have been issued as of the date of such notice as
contemplated by Section 3, 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 by registered or certified mail, and, if separate Right
Certificates have been issued as of the date of such notice as contemplated by
Section 3, 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 of any state of the United States so long as such corporation is
authorized to do business in the State of Nevada, is in good standing, 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.
After appointment, the successor Rights Agent shall be vested with the same
powers, rights, duties and responsibilities as if it had been originally named
as Rights Agent without further act or deed; but the predecessor Rights Agent
shall deliver and transfer to the successor Rights Agent any property at the
time held by it hereunder, and execute and deliver any further assurance,
conveyance, act or deed necessary for the purpose.  Not later than the
effective date of any such appointment the Company shall file notice thereof in
writing with the predecessor Rights Agent and each transfer agent of the Common
Stock, and, if separate Right Certificates have been issued as of the date of
such notice as contemplated by Section 3, 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.

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

     

    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 form 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 redemption or expiration of the Rights, the Company (a) shall, with respect
to Common Stock so issued or sold pursuant to the exercise of stock options or
under any employee plan or arrangement, or upon the exercise, conversion or
exchange of securities hereafter issued by the Company, and (b) may, in any
other case, if considered necessary or appropriate by the Board of Directors,
issue Right Certificates representing the appropriate number of Rights in
connection with such issuance or sale; however, (i) no such Right Certificate
will be issued if, and to the extent that, the Company will be advised by
counsel that such issuance would create a significant risk of material adverse
tax consequences to the Company or the person to whom such Right Certificate
would be issued, and (ii) no such Right Certificate will be issued if, and to
the extent that, appropriate adjustments otherwise have been made in lieu of the
issuance thereof.

     

    23.          Redemption.

     

    (a)           The
Rights may be redeemed by action of the Board of Directors pursuant to
Section 23(b) and shall not be redeemed in any other manner.

     

    (b)           The
Board of Directors of the Company may, at its option, at any time prior to the
earlier of (x) such time as any Person becomes an Acquiring Person, or (y) the
Close of Business on the Final Expiration Date, redeem all but not less than all
the then outstanding Rights at a redemption price of $0.001 per Right, appropriately
adjusted to reflect any stock split, stock dividend or similar transaction
occurring after the date hereof (such redemption price being hereinafter
referred to as the “Redemption Price”).
The redemption 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. Notwithstanding anything contained in this
Agreement to the contrary, the Rights shall not be exercisable after the first
occurrence of a Section 11(a)(ii) Event until such time as the Company’s right
of redemption hereunder has expired.

     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

     

    (c)           Immediately
upon the effectiveness of the action of the Board of Directors of the Company
ordering the redemption of the Rights pursuant to Section 23(b), 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 the effectiveness of the action of the
Board of Directors ordering the redemption of the Rights pursuant to Section
23(b), 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 will state
the method by which the payment of the Redemption Price will be
made.  Neither the Company nor any of its Affiliates or Associates may
redeem, acquire or purchase for value any Rights at any time in any manner other
than that specifically set forth in this Section 23 or in Section 24
hereof, and other than in connection with the purchase of Common Stock prior to
the Distribution Date.

     

    (d)           The
Company may, at its option, pay the Redemption Price in cash, Common Stock
(based on the current per share market price of the Common Stock as of the time
of redemption) or any other form of consideration considered appropriate by the
Board of Directors.

     

    24.          Exchange.

     

    (a)           The
Board of Directors of the Company may, at its option, at any time after any
Person becomes an Acquiring Person, exchange all or part of the then outstanding
and exercisable Rights (which shall not include Rights that have become void
pursuant to the provisions of Section 7(e) hereof) for Common Stock of the
Company at an exchange ratio of one share of Common Stock per Right,
appropriately adjusted to reflect any stock split, stock dividend or similar
transaction occurring after the date hereof (such exchange ratio being
hereinafter referred to as the “Exchange
Ratio”).  Notwithstanding the foregoing, the Board of Directors
shall not be empowered to effect such exchange at any time after any Person
(other than the Company, any Subsidiary of the Company, any employee benefit
plan of the Company or any such Subsidiary, any entity holding Common Stock for
or pursuant to the terms of any such plan, or any trustee, administrator or
fiduciary of such a plan), together with all Affiliates and Associates of such
Person, becomes the Beneficial Owner of 50% or more of the Common Stock of the
Company then outstanding.

     

    (b)           Immediately
upon the action of the Board of Directors of the Company ordering the exchange
of any Rights pursuant to Section 24(a) 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 promptly shall mail a notice of any such exchange to
all of the holders of such Rights at their last addresses as they appear upon
the registry books of the Rights Agent.  Any notice which is mailed in
the manner herein provided shall be deemed given, whether or not the holder
receives the notice.  Each such notice of exchange will state the
method by which the exchange of the Common Stock for Rights will be effected
and, in the event of any partial exchange, the number of Rights which will be
exchanged.  Any partial exchange shall be effected pro rata based on
the number of Rights (other than Rights which have become void pursuant to the
provisions of Section 7(e) hereof) held by each holder of
Rights.

     

    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

     

    (c)           In
any exchange pursuant to this Section 24, the Company, at its option, may
substitute common stock equivalents (as such term is defined in Section
11(a)(iii) hereof) for some or all of the shares of Common Stock exchangeable
for Rights.

     

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

     

    (e)           The
Company shall not be required to issue fractions of shares of Common Stock or to
distribute certificates which evidence fractional shares of Common
Stock.  In lieu of fractional shares of Common Stock, the Company
shall pay to the registered holders of Right Certificates with regard to which
such fractional shares of Common Stock would otherwise be issued, an amount in
cash equal to the same fraction of the current per share market price of a whole
share of Common Stock, or the number of shares of Common Stock to be issued
shall be rounded up to the nearest whole number, in the Company’s sole
discretion.  For the purposes of this Section 24(e), the current per
share market price of a whole share of Common Stock shall be the closing price
of a share of Common Stock (as determined pursuant to the second sentence of
Section 11(d) hereof) for the Trading Day immediately prior to the date of
exchange pursuant to this Section 24.

     

    25.          Notice of
Certain Events.

     

    (a)           In
case the Company shall propose, after the Distribution Date, (i) to pay any
dividend payable in stock of any class to the holders of Common Stock or to make
any other distribution to the holders of Common Stock (other than a regular
quarterly cash dividend), (ii) to offer to the holders of Common Stock rights or
warrants to subscribe for or to purchase any additional shares of Common Stock
or shares of stock of any class or any other securities, rights or options,
(iii) to effect any reclassification of Common Stock (other than a
reclassification involving only the subdivision of outstanding shares of Common
Stock), (iv) to effect any consolidation or merger into or with (other than a
merger of a Subsidiary into or with the Company), to effect any share exchange
with or to effect any sale or other transfer (or to permit one or more of its
Subsidiaries to effect any sale or other transfer), in one or more transactions,
of 50% or more of the assets or earning power of the Company and its
Subsidiaries (taken as a whole) to, any other Person, or (v) to effect the
liquidation, dissolution or winding up of the Company, then, in each such case,
the Company shall give to each holder of a 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 stock dividend, or distribution of
rights or warrants, or the date on which such reclassification, consolidation,
merger, share exchange, sale, transfer, liquidation, dissolution, or winding up
is to take place and the date of participation therein by the holders of the
Common 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 Common 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, whichever shall be the
earlier.  No notice shall be required pursuant to this Section 25 if
any Subsidiary of the Company effects a consolidation or merger with or into, or
effects a sale or other transfer of assets or earnings power to, any other
Subsidiary of the Company in a manner not inconsistent with the provisions of
this Agreement.

     

    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    

     

    (b)           In
case any of Section 11(a)(ii) Event or Section 13 Event shall occur,
then, in any such case, (i) the Company shall as soon as practicable thereafter
give to each holder of a Right Certificate, in accordance with Section 26
hereof, a notice of the occurrence of such event, which notice shall include a
brief summary of the Section 11(a)(ii) Event or Section 13 Event, as
the case may be, and the consequences thereof to holders of Rights.

     

    26.          Notices.

     

    (a)           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:

     

    Searchlight
Minerals Corp.

    #120-2441
West Horizon Ridge Pkwy.

    Henderson,
Nevada 89052

    Attention:
Carl Ager

    Telephone
No.:  (702) 939-5247

    Facsimile
No.:  (702) 939-5249

    


    (b)           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:

     

    Empire
Stock Transfer Inc.

    2470
Saint Rose Pkwy, Suite 304

    Henderson,
NV 89074

    Telephone
No.: (702) 818-5898

    Facsimile
No.: (702) 974-1444

    


    (c)           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.

     

    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    

     

    27.           Supplements
and Amendments.
Prior to the Distribution Date, the Company may and the Rights Agent
shall, if the Company so directs, supplement or amend any provision of this
Agreement without the approval of any holders of certificates representing
shares of Common Stock of the Company.  From and after the
Distribution Date, the Company and the Rights Agent shall, if the Company so
directs, supplement or amend this Agreement without the approval of any holders
of Right Certificates in order (i) to cure any ambiguity, (ii) to correct or
supplement any provision contained herein which may be defective or inconsistent
with any other provision herein, (iii) to shorten or lengthen any time period
hereunder, or (iv) to change or supplement the provisions hereunder in any
manner which the Company may deem necessary or desirable and which shall not
adversely affect the interests of the holders of Right Certificates (other than
an Acquiring Person or an Affiliate or Associate of an Acquiring Person); provided, that from and after
the Distribution Date, this Agreement may not be supplemented or amended to
lengthen, pursuant to clause (iii) of this sentence, (A) a time period relating
to when the Rights may be redeemed at such time as the Rights are not then
redeemable, or (B) any other time period unless such lengthening is for the
purpose of protecting, enhancing or clarifying the rights of, and/or the
benefits to, the holders of Rights.  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.  Prior to the Distribution Date, the interests of the
holders of Rights shall be deemed coincident with the interests of the holders
of Common Stock of the Company.

     

    28.           Determinations
and Actions by the Board of Directors.  For all purposes of
this Agreement, any calculation of the number of shares of Common Stock of the
Company 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 Exchange Act.  The
Board of Directors of the Company shall have the exclusive power and authority
to administer this Agreement and to exercise all rights and powers specifically
granted to the Board of Directors or to the Company, or as may be necessary or
advisable in the administration of this Agreement, including, without
limitation, the right and power to (a) interpret the provisions of this
Agreement, and (b) make all determinations deemed necessary or advisable for the
administration of this Agreement (including a determination to redeem or not
redeem the Rights or to amend the Agreement and any determination as to whether
actions or any Person shall be such as to cause such Person to beneficially own
shares held by another Person).  All such actions, calculations,
interpretations and determinations (including, for purposes of clause (ii)
below, all omissions with respect to the foregoing) which are done or made by
the Board of Directors of the Company in good faith, shall (i) be final,
conclusive and binding on the Company, the Rights Agent, the holders of the
Rights and all other parties, and (ii) not subject the Board of Directors of the
Company to any liability to the holders of the Rights or to any other
person.

     

    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    

     

    29.           Three
Year Independent Director Evaluation.  A committee of the
Company’s Board of Directors shall review this Rights Agreement in order to
consider whether the maintenance of this Rights Agreement continues to be in the
best interests of the Company and its stockholders. Such committee shall conduct
such review periodically when, as and in such manner as the committee deems
appropriate, after giving due regard to all relevant circumstances; provided, however, that the
committee shall take such action at least every three years following the date
hereof.  Following each such review, such committee will report its
conclusions to the full Board of Directors, including any recommendation in
light thereof as to whether this Rights Agreement should be modified or the
Rights should be redeemed.  Such committee shall be comprised only of
directors of the Company who shall have been determined by the Company’s Board
of Directors to be independent under NASDAQ listing standards, or, if the Common
Stock is listed on another national exchange, such national exchange’s listing
standards. Such committee is authorized to retain such legal counsel, financial
advisors and other advisors as the committee deems appropriate in order to
assist the committee in carrying out its foregoing responsibilities under this
Rights Agreement.  Such committee shall initially be the Audit
Committee of the Company’s Board of Directors, provided that the Board of
Directors may, at its discretion, delegate this review to another committee of
independent directors pursuant to this provision.

     

    30.           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.

     

    31.           Benefits
of this Agreement.  Nothing in this
Agreement shall be construed to give to any person or corporation other than the
Company, the Rights Agent and the registered holders of the Right Certificates
(and, prior to the Distribution Date, the Common Stock of the Company) 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 of the Company).

     

    32.           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 will remain in full force and effect and will in
no way be affected, impaired or invalidated; but notwithstanding anything in
this Agreement to the contrary, if any term, provision, covenant or restriction
is held by such court or authority to be invalid, void or unenforceable and the
Board of Directors determines in its good faith judgment that severing the
invalid language from the Agreement would adversely affect the purpose or effect
of the Agreement, the right of redemption set forth in Section 23 will be
reinstated and will not expire until the Close of Business on the tenth day
following the date of that determination by the Board of Directors.

     

    33.           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
Nevada 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.

     

    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    

     

    

      34.        
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.

       

      35.        
Descriptive
Headings. 
Descriptive headings of the several Sections of this Agreement are inserted
for convenience only and shall not control or affect the meaning or construction
of any of the provisions hereof.

       

      36.        
Interpretation;
Absence of Presumption.

       

      (a)           For
the purposes hereof, (i) words in the singular include the plural and vice versa and words of one
gender shall be held to include the other gender as the context requires, (ii)
the terms “hereof,” “herein,” and “herewith” and words of similar import, unless
otherwise stated, refer to this Agreement as a whole (including all of the
exhibits hereto) and not to any particular provision of this Agreement, and
section, paragraph, and exhibit references are to the sections, paragraphs and
exhibits in and to this Agreement unless otherwise specified, (iii)  the
word “including” and words of similar import when used in this Agreement mean
“including, without limitation,” unless otherwise specified, and (iv) the word
“or” shall not be exclusive, but means “and/or.”

       

      (b)           This
Agreement will be construed without regard to any presumption or rule requiring
construction or interpretation against the party drafting or causing any
instrument to be drafted.

       

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

      


      
        
          
            
              
                
                  	 
      	 
      	
                          SEARCHLIGHT
      MINERALS CORP.

                        
	 
      	 
      	 
      
	
                           

                        	 
      	
                          /s/
      Ian R.
      McNeil                                              
      

                        
	
                           

                        	 
      	
                          By:
      Ian R. McNeil

                        
	
                           

                        	 
      	
                          Title:
      President

                        
	 
      	 
      	 
      
	 
      	 
      	
                          EMPIRE
      STOCK TRANSFER INC.

                        
	 
      	 
      	 
      
	
                           

                        	 
      	
                          /s/
      Patrick
      Molcros                                           
      

                        
	
                           

                        	 
      	
                          By:
      Patrick Molcros

                        
	
                           

                        	 
      	
                          Title:
      President

                        


                

              

            

          

        

      


      
        
           


        

        
          33

          
            

          

        

        
           


        

      


      EXHIBIT
A

       

      [Form
of Right Certificate]

      


      
        	
                Certificate
      No. R-

              	
                _______
      Rights
       

              


      

      


      NOT EXERCISABLE AFTER AUGUST 24, 2019
(SUBJECT TO EXTENSION) OR EARLIER IF REDEMPTION OR EXCHANGE OCCURS. THE RIGHTS ARE
SUBJECT TO REDEMPTION AT $0.001 PER RIGHT AND TO EXCHANGE ON THE TERMS SET FORTH IN THE RIGHTS
AGREEMENT.

       

      Right
Certificate

       

      SEARCHLIGHT
MINERALS CORP.

       

      This
certifies that ________________, or registered assigns, is the registered owner
of the number of Rights set forth above, each of which entitles the owner
thereof, subject to the terms, provisions and conditions of the Rights
Agreement, dated as of August
24, 2009, and as such agreement may be amended (the “Rights Agreement”),
between Searchlight Minerals Corp., a Nevada corporation (the “Company”), and Empire
Stock Transfer Inc., a Nevada corporation (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., Henderson,
Nevada time, on August 24,
2019 subject to extension, at the principal office of the Rights Agent,
or at the office of its successor as Rights Agent, one fully paid nonassessable
(except as otherwise provided by any corporation law applicable to the Company)
share of common stock, $0.001  par value (“Common Stock”), of
the Company at a purchase price of $12.00 per share of Common 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 Right
Certificate (and the number of share of Common 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 _________, 20__, based on the shares of
Common Stock as constituted at such date.  As provided in the Rights
Agreement, the Purchase Price and the number of shares of Common Stock which may
be purchased upon the exercise of the Rights evidenced by this Right Certificate
are subject to modification and adjustment upon the happening of certain
events.

       

      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 offices of the Rights Agent.


      
        
           


        

        
          A-1

          
            

          

        

        
           


        

      

       

      This
Right Certificate, with or without other Right Certificates, upon surrender at
the principal office of the Rights Agent, 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 Common
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 may be redeemed by the Company at a redemption price of $0.001 per
Right.  The Board of Directors of the Company may, at its option, at
any time after any Person becomes an Acquiring Person, but prior to such
Person’s acquisition of 50% or more of the outstanding shares of Common Stock,
exchange the Rights evidenced by this Certificate for Common Stock, at an
exchange ratio of one share of Common Stock per Right, subject to adjustment, as
provided in the Rights Agreement.

       

      No
fractional shares of Common Stock will be issued upon the exercise of any Right
or Rights evidenced hereby.  In lieu thereof a cash payment may be
made, or the number of shares of Common Stock to be issued shall be rounded up
to the nearest whole number, in the Company’s sole discretion, as provided in
the Rights Agreement.   No Rights may be exercised that would
entitle the holder to any fraction of a share of Common Stock unless
concurrently therewith such holder purchases an additional fraction of a share
of Common Stock which, when added to the number of share of Common Stock to be
received upon such exercise, equals an integral number of shares of Common
Stock, as provided in the Rights Agreement.

       

      No holder
of this Right Certificate shall be entitled to vote or receive dividends or be
deemed for any purpose the holder of the Common Stock or of any other securities
of the Company which may at any time be issuable on the exercise hereof, nor
shall anything contained in the Rights Agreement or herein be construed to
confer upon the holder hereof, as such, any of the rights of a stockholder of
the Company or any right to vote for the election of directors or upon any
matter submitted to stockholders at any meeting thereof, or to give 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 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.


      
        
           


        

        
          A-2

          
            

          

        

        
           


        

      


      WITNESS the facsimile
signature of the proper officers of the Company. Dated as of ____________,
____.

       

      
        
          	 
      	
                  SEARCHLIGHT
      MINERALS CORP.

                
	 
      	 
      
	
                  ___________________________________

                	
                  Attest:_______________________________

                
	
                  By:________________________________

                	
                  By:_________________________________

                
	
                  Title:_______________________________

                	
                  Title:________________________________

                


        

      

       

      Countersigned:

      
        
          
            
              
                
                  
                    
                      
                        
                          	
                                  By:

                                	 
       
	 	
                                  Authorized
      Signature

                                


                        

                      

                    

                  

                

              

            

          

        

      


      
        
           


        

        
          A-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)

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

       

      Dated:
____________, ____

      
        
          
            	
                     

                  
	
                    Signature

                  


          

        

      

       

      Signature
Medallion Guaranteed:

       

      Signatures
must be guaranteed by a member firm of a registered national securities
exchange, a member of the Financial Industry Regulatory Authority, or a
commercial bank or trust company having an office or correspondent in the United
States.

       

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

      


      
        
          
            	
                     

                  
	
                    Signature

                  


          

        

      


      
        
           


        

        
          A-4

          
            

          

        

        
           


        

      

       

      [Form of
Reverse Side of Right Certificate — continued]

       

      FORM OF
ELECTION TO PURCHASE

       

      (To be
executed if holder desires to

      exercise
the Right Certificate.)

       

      To SEARCHLIGHT MINERALS
CORP.:

       

      The
undersigned hereby irrevocably elects to exercise __________________ Rights
represented by this Right Certificate to purchase the shares of Common Stock
issuable upon the exercise of such Rights and requests that certificates for
such shares of Common Stock be issued in the name of:

       

      Please
insert social security

      or other
identifying number

       

      
        
          

        

      

      (Please
print name and address)

       

      
        
          

        

      

       

      If such
number of Rights shall not be all the Rights evidenced by this 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
Medallion Guaranteed:

       

      Signatures must be guaranteed by a
member firm of a registered national securities exchange, a member of the
Financial Industry Regulatory Authority, or a commercial bank or trust
company having an office or correspondent in the United States.


      
        
           


        

        
          A-5

          
            

          

        

        
           


        

      

       

      [Form of
Reverse Side of Right Certificate — continued]

       

      
        
          

        



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

      


      
        
          
            	 
	
                    Signature

                  


          

        

      

       

      
        
          

        

         
NOTICE

       

      The
signature in the foregoing Forms of Assignment and Election 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, the Company and the
Rights Agent will deem the beneficial owner of the Rights evidenced by this
Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof
(as defined in the Rights Agreement) and such Assignment or Election to Purchase
will not be honored.


      
        
           


        

        
          A-6

          
            

          

        

        
           


        

      


      CERTIFICATE

      (Applicable
to Form of Assignment)

      


      The
undersigned hereby certifies by checking the appropriate boxes
that:

      


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

      


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


      


      
        
          	
                  Dated:______________,___

                	 
      	 
      
	 
      	 
      	
                  Signature

                


        

      

      


      Signature
Guaranteed:

      


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

      


      NOTICE

      


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


      
        
           


        

        
          A-7

          
            

          

        

        
           


        

      


      EXHIBIT
B

       

      SEARCHLIGHT
MINERALS CORP.

       

      SUMMARY
OF COMMON STOCK PURCHASE RIGHTS

       

      On August
24, 2009, Searchlight Minerals Corp., a Nevada corporation (the “Company”), entered
into a Rights Agreement (“Rights Agreement”)
with Empire Stock Transfer Inc., a Nevada corporation, as Rights Agent (the
“Rights
Agent”), dated August 24, 2009.  A copy of the Rights Agreement
has been filed with the Securities and Exchange Commission as an Exhibit to a
Registration Statement on Form 8-A.  A copy of the Rights Agreement,
including Exhibit A thereto, is available free of charge from the
Company.  This summary description of the Rights (as defined below)
does not purport to be complete and is qualified in its entirety by reference to
the Rights Agreement, which is hereby incorporated herein by
reference.

       

      Rights
Dividend

       

      In
connection with the Rights Agreement, the Board of Directors of the Company
declared a dividend of one common stock purchase right (a “Right”) for each
outstanding share of common stock of the Company, $0.001 par value (the “Common
Stock”).  The dividend is payable on September 1, 2009 to the
stockholders of record as of the close of business on August 24, 2009 (the “Record
Date”).  Each Right entitles the registered holder to purchase
from the Company one share of Common Stock at a price of $12.00, subject to
adjustment (the “Purchase
Price”).  The description and terms of the Rights are set forth
in the Rights Agreement.

       

      Distribution
Date

       

      Initially,
the Rights are not exercisable and are attached to and trade with the Common
Stock outstanding as of, and all shares of Common Stock issued after, the Record
Date.  The Rights will separate from the Common Stock and become
exercisable upon the earlier to occur of: (i) the close of business on the 10th
calendar day following a public announcement that a person or group of
affiliated or associated persons (other than the Company, a subsidiary of the
Company or an employee benefit plan of the Company or a subsidiary) has acquired
beneficial ownership of 15% or more of the outstanding shares of Common Stock
(an “Acquiring
Person”) (the date of that announcement, the “Stock Acquisition
Date”) or (ii) 10 business days (or such later date as may be determined
by action of the Company’s Board of Directors prior to such time as any person
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 (other than the
Company, a subsidiary of the Company or an employee benefit plan of the Company
or a subsidiary) of 15% or more of such outstanding shares of Common Stock (the
earlier of (i) and (ii) the “Distribution
Date”).


      
        
           


        

        
          B-1

          
            

          

        

        
           


        

      


      The
Rights Agreement exempts from the definition of Acquiring Person any person who
the Board of Directors determines acquired in excess of 15% of the Common Stock
inadvertently, if that person promptly divests itself of enough Common Stock to
reduce the number of shares beneficially owned by that person to below the 15%
threshold.

       

      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 certificates, and (i) the Rights will be transferred with and only with
such Common Stock certificates, (ii) new Common Stock Certificates issued after
the Record Date will include a notation incorporating the Rights Agreement by
reference, and (iii) the surrender for transfer of any certificates for shares
of Common Stock, even without such notation, 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.

       

      Expiration
Date

       

      The
Rights are not exercisable until the Distribution Date.  The Rights
will expire on August 24,
2019 (the “Final Expiration
Date”), subject to extension, unless the Rights are earlier redeemed or
exchanged by the Company, in each case as described below.

       

      Adjustments

       

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

       

      With
certain exceptions, no adjustment in the Purchase Price will be required until
cumulative adjustments require an adjustment of at least 1% in such Purchase
Price.  No
fractional shares of Common Stock will be issued.  In lieu of fractional
shares of Common Stock, an adjustment in cash will be made based on the market
price of the Common Stock on the last trading day prior to the date of exercise
or the number of shares of Common Stock to be issued will be rounded up to the
nearest whole number, in the Company’s sole discretion.  No Rights may be
exercised that would entitle the holder thereof to any fractional shares of
Common Stock unless concurrently therewith such holder purchases an additional
fraction of a share of Common Stock which when added to the number of shares of
Common Stock to be received upon such exercise, equals an integral number of
shares of Common Stock.

       

      
        
          
          

        

        
          B-2

          
            

          

        

        
          
          

        

      

       

      Section
11 and Section 13 Triggering Events

       

      In the
event that any person becomes an Acquiring Person (a “Section 11(a)(ii)
Event”), each holder of a Right (except as otherwise provided in the
Rights Agreement) will thereafter have the right to receive upon exercise that
number of shares of Common Stock (or, in certain circumstances cash, property or
other securities of the Company or a reduction in the Purchase Price) having a
current per share market price of approximately two times the then current
Purchase Price.  Notwithstanding any of
the foregoing, following the occurrence of a Section 11(a)(ii) Event all Rights
that are, or (under certain circumstances specified in the Rights Agreement)
were, or subsequently become beneficially owned by an Acquiring Person, related
persons and transferees will be null and void. The current per share
market price of the shares of Common Stock on any date will be deemed to be the
average of the daily closing prices per share of Common Stock for the 30
consecutive trading days immediately prior to such date.

       

      In the
event that, at any time following the Stock Acquisition Date, (i) the Company
consolidates with, or merges with and into, any Acquiring Person or any
associate or affiliate thereof, and the Company is not the continuing or
surviving corporation, (ii) any Acquiring Person or any associate or affiliate
thereof consolidates with the Company, or merges with and into the Company and
the Company is the continuing or surviving corporation or such merger and, in
connection with such merger, all or part of the shares of Common Stock are
changed into or exchanged for stock or other securities of any other Person or
cash or any other property, or (iii) 50% or more of the Company’s assets or
earning power is sold, mortgaged or otherwise transferred (the events described
in clauses (i), (ii) and (iii) are herein referred to as “Section 13 Events”),
then each holder of a Right will thereafter have the right to receive, upon
exercise, Common Stock of the acquiring company having a current per share
market price equal to approximately two times the Purchase Price of the
Right.

       

      Each
holder of a Right will continue to have the Right to exercise upon a Section 13
Event whether or not that holder has exercised upon a Section 11(a)(ii) Event,
but rights that are or were beneficially owned by an Acquiring Person may (under
certain circumstances specified in the Rights Agreement ) become null and
void.

       

      Until a
Right is exercised, the holder will have no rights as a stockholder of the
Company (beyond those as an existing stockholder), including the right to vote
or to receive dividends.  While the distribution of the Rights will
not be taxable to stockholders or to the Company, stockholder may, depending
upon the circumstances, recognize taxable income if the Rights become
exercisable for shares of Common Stock, other securities of the Company or other
consideration, or for common stock of an acquiring company.

       

      The
Purchase Price is payable by certified check, cashier’s check, bank draft or
money order or, if so provided by the Company, the Purchase Price following the
occurrence of a Section 11(a)(ii) Event and until the first occurrence of a
Section 13 Event may be paid in shares of Common Stock having an equivalent
value.


      
        
           


        

        
          B-3

          
            

          

        

        
           


        

      


      Redemption

       

      The
Rights may be redeemed in whole but not in part, at a price of $0.001 per Right (payable in
cash, Common Stock, or other consideration deemed appropriate by the Board of
Directors) (the “Redemption Price”) by
the Board of Directors only until the earliest of (i) such date as any Person
becomes an Acquiring Person, or (ii) the expiration date of the Rights
Agreement.  Immediately upon any action of the Board of Directors
ordering the redemption of the Rights, the Rights will terminate and thereafter
the only right of the holders of Rights will be to receive the Redemption
Price.

       

      
        Grandfathered
Stockholder Provision

         

        
          Notwithstanding the foregoing, with
respect to any Person who or which, together with all Affiliates and Associates
of such Person, is, as of August 24, 2009,
the Beneficial Owner of 15% or more shares of Common Stock of the Company then
outstanding (such person or persons being referred to in the Rights Agreement as
a “Grandfathered
Person”), the Distribution Date will not occur unless such Grandfathered
Person has acquired beneficial ownership of shares of Common Stock representing
20% of the outstanding shares of Common Stock. However, in the event that any Grandfathered Person
sells, transfers or otherwise disposes of any outstanding shares of Common
Stock, the Grandfathered Percentage will become the lesser of the Grandfathered
Percentage as in effect immediately prior to such transfer, or the percentage of
outstanding shares of Common Stock that such Grandfathered Person beneficially
owns immediately following such sale, transfer or disposition, plus an
additional 1%.  In no event will the Grandfathered Percentage ever
exceed 20%, and in the event that the Grandfathered Person becomes the
beneficial owner of less than 15% of the outstanding shares of Common Stock, the
Grandfathered Person will cease to be a Grandfathered Person and will be subject
to all of the provisions of the Rights Agreement in the same manner as any
Person who is not and was not a Grandfathered
Person.  

        

      

       

      Exchange
Feature

       

      At any
time after a person becomes an Acquiring Person and prior to 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 any Acquiring Person which have become void), in whole or in part, at
an exchange ratio of one share of Common Stock per Right (subject to
adjustment).

       

      Independent
Review

       

      Following
the adoption of the Rights Agreement, a committee comprised of independent
members of the Company’s Board of Directors will review the Rights Agreement to
determine whether the maintenance of the Rights Agreement continues to be in the
best interests of the Company and its stockholders.  Such review will
occur periodically, but at least every three years.

       

      Amendments

       

      Other
than amendments that would change the Redemption Price or move to an earlier
date the Final Expiration Date of the Rights, the terms of the Rights may be
amended by the Board of Directors of the Company without the consent of the
holders of the Rights, with appropriate exceptions for any person then
beneficially owning a percentage of the number of shares of Common Stock then
outstanding equal to or in excess of the new threshold, except that from and
after the Distribution Date no such amendment may adversely affect the interests
of the holders of the Rights.


      
        
           


        

        
          B-4