Exhibit 4.1


 


 





MEDIABISTRO INC.


 


and


 


AMERICAN STOCK TRANSFER & TRUST COMPANY,
LLC


 


as Rights Agent,


 


Rights Agreement


 


Dated as of July 3, 2013


 


 






    	 



    	 



    

 


Table of Contents


 


 








	Section 1. Definitions

                                                                       
	1
	Section 2. Appointment of Rights Agent

                                                           
	5
	Section 3. Issue of Rights Certificates

                                                           
	5
	Section 4. Form of Rights Certificates

                                                           
	6
	Section 5. Countersignature and Registration

                                                           
	7
	Section 6. Transfer, Split Up, Combination and Exchange of Rights Certificates; Mutilated, Destroyed, Lost or Stolen Rights Certificates

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

                                                           
	8
	Section 8. Cancellation and Destruction of Rights Certificates

                                                           
	10
	Section 9. Reservation and Availability of Capital Stock

                                                           
	10
	Section 10. Preferred Stock Record Date

                                                           
	11
	Section 11. Adjustment of Purchase Price, Number and Kind of Shares or Number of Rights

                                                           
	11
	Section 12. Certificate of Adjusted Purchase Price or Number of Shares

                                                           
	16
	Section 13. Consolidation, Merger or Sale or Transfer of Assets, Cash Flow or Earning Power

                                                           
	16
	Section 14. Fractional Rights and Fractional Shares

                                                           
	18
	Section 15. Rights of Action

                                                           
	19
	Section 16. Agreement of Rights Holders

                                                           
	19
	Section 17. Rights Certificate Holder Not Deemed a Stockholder

                                                           
	19
	Section 18. Concerning the Rights Agent

                                                           
	20
	Section 19. Merger or Consolidation or Change of Name of Rights Agent

                                                           
	20
	Section 20. Duties of Rights Agent

                                                           
	21
	Section 21. Change of Rights Agent

                                                           
	22
	Section 22. Issuance of New Rights Certificates

                                                           
	23
	Section 23. Redemption and Termination

                                                           
	23
	Section 24. Exchange

                                                           
	24
	Section 25. Notice of Certain Events

                                                           
	25
	Section 26. Notices	25



 


 






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	Section 27. Supplements and Amendments

                                                                       
	26
	Section 28. Successors

                                                           
	26
	Section 29. Determination and Actions by the Board of Directors, etc.

                                                           
	26
	Section 30. Benefits of this Agreement

                                                           
	27
	Section 31. Severability

                                                           
	27
	Section 32. Governing Law; Submission to Jurisdiction

                                                           
	27
	Section 33. Counterparts

                                                           
	27
	Section 34. Descriptive Headings; Interpretation

                                                           
	27
	Section 35. Force Majeure	27



 

 




	Exhibit A	—	Form of Certificate of Designation
	 	 	 
	Exhibit B	—	Form of Rights Certificate
	 	 	 
	Exhibit C	—	Summary of Rights to Purchase Preferred Stock








 







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RIGHTS AGREEMENT


 


This RIGHTS AGREEMENT, dated as of July
3, 2013 (this “Agreement”), by and between Mediabistro Inc., a Delaware corporation (the “Company”),
and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the “Rights Agent”).


 


W I T N E S S E T H:


 


WHEREAS, on July 3, 2013 (the “Rights
Dividend Declaration Date”), the board of directors of the Company (the “Board of Directors”) authorized
the issuance and declared a dividend distribution of one Right (as hereinafter defined) for each share of Common Stock (as hereinafter
defined) outstanding at the Close of Business (as hereinafter defined) on July 15, 2013 (the “Record Date”),
each Right initially representing the right to purchase one one-thousandth of a share of Series A Junior Participating Preferred
Stock of the Company having the rights, powers and preferences set forth in the form of the Certificate of Designation attached
hereto as Exhibit A, upon the terms and subject to the conditions hereinafter set forth (the “Rights”),
and has further authorized the issuance of one Right (as such number may hereinafter be adjusted pursuant to the provisions of
Section 11(p)) for each share of Common Stock that shall become outstanding between the Record Date (whether originally
issued or delivered from the Company’s treasury) and the earlier of the Distribution Date and the Expiration Date (as such
terms are hereinafter defined) or, in certain circumstances provided in Section 22, after the Distribution Date;


 


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


 


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


 


“Acquiring Person” means
any Person and such Person’s Group who, alone or together, is or becomes the Beneficial Owner of 30% or more of the shares
of Common Stock then outstanding, but shall not include (i) the Company, (ii) any Subsidiary of the Company, (iii) any
employee benefit plan of the Company or of any Subsidiary of the Company, (iv) any Person organized, appointed or established
by the Company for or pursuant to the terms of any such plan, (v) any Person who, as of immediately prior to the first public
announcement of the adoption of this Agreement, is the Beneficial Owner of 30% or more of the outstanding shares of Common Stock,
until such time as such Person shall become the Beneficial Owner (other than pursuant to a dividend or distribution paid or made
by the Company on the outstanding Common Stock or pursuant to a split or subdivision of the outstanding Common Stock) of any additional
shares of Common Stock while such Person is the Beneficial Owner of 30% or more of the outstanding shares of Common Stock, or (vi)
Mr. Alan M. Meckler, together with any of his Associates, Affiliates and any Person with whom he is Acting in Concert (as defined
below). The foregoing notwithstanding, no Person shall become an “Acquiring Person” as the result of an acquisition
of shares of Common Stock by the Company which, by reducing the number of shares outstanding, increases the proportionate number
of shares beneficially owned by such Person to 30% or more of the shares of Common Stock then outstanding; provided, however,
that if a Person, other than those Persons excepted in clauses (i), (ii), (iii), (iv), (v) or (vi) of the preceding sentence,
shall become the Beneficial Owner of 30% or more of the shares of Common Stock then outstanding by reason of acquisitions of Common
Stock by the Company and shall, after such purchases by the Company, become the Beneficial Owner of any additional shares of Common
Stock (other than pursuant to a dividend or distribution paid or made by the Company on the outstanding Common Stock or pursuant
to a split or subdivision of the outstanding Common Stock), then such Person shall be deemed to be an “Acquiring Person”.
The foregoing notwithstanding, if the Board of Directors determines in good faith that a Person who would otherwise be an “Acquiring
Person” 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”, then such Person shall not be deemed to
be an “Acquiring Person” for any purposes of this Agreement.


 


A Person shall be deemed to be “Acting
in Concert” with another Person if such Person knowingly acts (whether or not pursuant to an express agreement, arrangement
or understanding) in concert with such other Person in, or towards a common goal relating to, changing control of the Company or
in connection with or as a participant in any transaction having that purpose or effect, or in parallel with such other Person
where at least one additional factor supports a determination by the Board of Directors that such Person intended to act in concert
or in parallel with the other Person, which such additional factors may include, without limitation, exchanging information, attending
meetings, conducting discussions, or making or soliciting invitations to act in concert or in parallel. A Person who or which is
Acting in Concert with another Person shall also be deemed to be Acting in Concert with any third party who is also Acting in Concert
with such other Person.


 






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“Act” means the Securities
Act of 1933, as amended.


 


“Adjustment Shares” has
the meaning set forth in Section 11(a)(ii).


 


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


 


“Agreement” has the meaning
set forth in the preamble.


 


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
Group, owns directly or indirectly or has the right to acquire (whether such right is exercisable immediately or only after the
passage of time or upon the satisfaction of conditions, whether or not within the control of such Person, or any of such Person’s
Group, pursuant to any agreement, arrangement or understanding (whether or not in writing and other than customary agreements with
and between underwriters and selling group members with respect to a bona fide public offering of securities) or upon the exercise
of conversion rights, exchange rights, rights (other than the Rights), warrants or options, or otherwise; provided, however,
that a Person shall not be deemed the “Beneficial Owner” of, or to “beneficially own,” (A) securities
tendered pursuant to a tender or exchange offer made by or on behalf of such Person or any of such Person’s Group until such
tendered securities are accepted for purchase or exchange, or (B) securities issuable upon exercise of Rights at any time
prior to the occurrence of a Triggering Event, or (C) securities issuable upon exercise of Rights from and after the occurrence
of a Triggering Event which Rights were acquired by such Person or any of such Person’s Group prior to the Distribution Date
or pursuant to Section 3(a) or Section 22 (the “Original Rights”) or pursuant to Section 11(i)
in connection with an adjustment made with respect to any Original Rights;


 


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


 


(iii) which are beneficially owned, directly
or indirectly, by any other Person, or such other Person’s Group, with which such Person, or any of such Person’s Group,
has any agreement, arrangement or understanding (whether or not in writing and other than customary agreements with and between
underwriters and selling group members with respect to a bona fide public offering of securities), for the purpose of acquiring,
holding, voting (except pursuant to a revocable proxy or consent as described in the proviso to subparagraph (ii) of this
definition) or disposing of any voting securities of the Company; or


 


(iv) which such Person, or any of such Person’s
Group, is determined to Constructively Own;


 


provided, however, that (x) nothing in this
definition shall cause a Person engaged in business as an underwriter of securities to be the “Beneficial Owner” of,
or to “beneficially own,” any securities acquired through such Person’s participation in good faith in a firm
commitment underwriting until the expiration of 40 days after the date of such acquisition and (y) no officer or director
of the Company shall be deemed to Beneficially Own any securities of any other Person solely by virtue of any actions that such
officer or director takes in such capacity.


 






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“Board of Directors”
has the meaning set forth in the recitals of this Agreement.


 


“Business Day” means
any day other than a Saturday, a Sunday or a day on which banking institutions in the City of New York, New York or the state in
which the principal office of the Rights Agent is located are authorized or obligated by law or executive order to close.


 


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


 


“Common Stock” means
the common stock, par value $0.01 per share, of the Company, except that “Common Stock” when used with reference to
any Person other than the Company shall mean the capital stock of such Person with the greatest voting power, or the equity securities
or other equity interest having power to control or direct the management, of such Person.


 


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


 


“Company” has the meaning
set forth in the preamble to this Agreement.


 


A Person shall be deemed to “Constructively
Own” shares of Common Stock in respect of which such Person, or such Person’s Group, has or has the right to acquire
a Synthetic Long Position, calculated in the manner set forth below. The number of shares of Common Stock in respect of a Synthetic
Long Position that shall be deemed to be Constructively Owned is the notional or other number of shares of Common Stock in respect
of such Synthetic Long Position that is specified in a filing by such Person, or such Person’s Group, with the SEC or in
the documentation evidencing such Synthetic Long Position as the basis upon which the value or settlement amount of such Synthetic
Long Position, or the opportunity of the holder of such Synthetic Long Position to profit or share in any profit, is to be calculated
in whole or in part, and in any case (or if no such number of shares of Common Stock is specified in any filing or documentation),
as determined by the Board of Directors in good faith to be the number of shares of Common Stock to which such Synthetic Long Position
relates.


 


“Current Market Price”
has the meaning set forth in Section 11(d)(i).


 


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


 


“Derivative” means any
option, warrant, convertible security, stock appreciation right, swap agreement or other security, contract right or derivative
position other than any interest, right, option or other security described in Rule 16a-1(c)(1)-(5) or (7) of the General
Rules and Regulations under the Exchange Act.


 


“Distribution Date” has
the meaning set forth in Section 3(a).


 


“Equivalent Preferred Stock”
has the meaning set forth in Section 11(b).


 


“Exchange Act” means
the Securities and Exchange Act of 1934, as amended.


 


“Exchange Ratio” has
the meaning set forth in Section 24(a).


 


“Expiration Date” has
the meaning set forth in Section 7(a).


 


“OTCBB” has the meaning
set forth in Section 11(d)(i).


 






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“Person” means any individual,
partnership, firm, corporation, limited liability company, association, trust, unincorporated organization or other entity, and
shall include any successor (by merger or otherwise) of such entity, as well as any group under Rule 13d-5(b)(1) of the Exchange
Act.


 


“Person’s Group”
means, with respect to any Person, all Affiliates and Associates of such Person, together with any other Person with whom such
Person is Acting in Concert (or any Affiliate or Associate thereof).


 


“Preferred Stock” means
the Series A Junior Participating Preferred Stock, par value $0.01 per share, of the Company having the rights and preferences
set forth in the Form of Certificate of Designation attached to this Agreement as Exhibit A, and, to the extent that there
is not a sufficient number of shares of Series A Junior Participating Preferred Stock authorized to permit the full exercise of
the Rights, any other series of preferred stock, par value $0.01 per share, of the Company designated for such purpose containing
terms substantially similar to the terms of the Series A Junior Participating Preferred Stock.


 


“Principal Party” has
the meaning set forth in Section 13(b).


 


“Purchase Price” has
the meaning set forth in Section 4(a).


 


“Record Date” has the
meaning set forth in the recitals of this Agreement.


 


“Redemption Price” has
the meaning set forth in Section 23(a).


 


“Rights” has the meaning
set forth in the recitals of this Agreement.


 


“Rights Agent” has the
meaning set forth in the first paragraph of this Agreement.


 


“Rights Certificates”
has the meaning set forth in Section 3(a).


 


“Rights Dividend Declaration Date”
has the meaning set forth in the recitals of this Agreement.


 


“SEC” means the Securities
and Exchange Commission.


 


“Section 11(a)(ii) Event”
has the meaning set forth in Section 11(a)(ii).


 


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


 


“Section 13 Event” has
the meaning set forth in Section 13.


 


“Spread” has the meaning
set forth in Section 11(a)(iii).


 


“Stock Acquisition Date”
means the first date of public announcement (which, for purposes of this definition, shall include a report filed pursuant to Section 13(d)
under the Exchange Act) by the Company or an Acquiring Person that an Acquiring Person has become such.


 


“Subsidiary” means, with
reference to any Person, any corporation or other entity of which an amount of voting securities sufficient to elect at least a
majority of the directors of such corporation or other entity is beneficially owned, directly or indirectly, by such Person, or
otherwise controlled by such Person.


 


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


 


“Summary of Rights” has
the meaning set forth in Section 3(b).


 


“Synthetic Long Position”
means any Derivative, whether or not presently exercisable, that has an exercise or conversion privilege or a settlement payment
or mechanism at a price related to the value of the Common Stock or a value determined in whole or in part with reference to, or
derived in whole or in part from, the value of the Common Stock and that increases in value as the value of the Common Stock increases
or that provides to the holder an opportunity, directly or indirectly, to profit or share in any profit derived from any increase
in the value of the Common Stock, in any case without regard to whether (i) such Derivative conveys any voting rights in the
Common Stock to such Person or such Person’s Group, (ii) such Derivative is required to be, or capable of being, settled
through delivery of Common Stock or (iii) such Person or such Person’s Group may have entered into other transactions
that hedge the economic effect of such Derivative.


 






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“Trading Day” has the
meaning set forth in Section 11(d)(i).


 


“Triggering Event” means
a Section 11(a)(ii) Event or any Section 13 Event.


 


“Trust” has the meaning
set forth in Section 24(a).


 


“Trust Agreement” has
the meaning set forth in Section 24(a).


 


Section 2. Appointment of Rights Agent.
The Company hereby appoints the Rights Agent to act as agent for the Company in accordance with the express terms and conditions
of this Agreement (and no implied terms or conditions), 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. The Rights Agent shall have no duty to supervise,
and shall in no event be liable for the acts or omissions of, any such co-Rights Agents.


 


Section 3. Issue of Rights Certificates.


 


(a)Until the earlier of (i) the Stock
Acquisition Date (or, if the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or
(ii) the Close of Business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors
prior to such time as any Person becomes an Acquiring Person) after the date that a tender or exchange offer by any Person (other
than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company,
or any Person organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first published
or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation
thereof, such Person would become an Acquiring Person (the earlier of (i) and (ii) being herein referred to as the “Distribution
Date”), (x) the Rights, unless earlier expired, redeemed or terminated, will be evidenced (subject to the provisions
of paragraph (b) of this Section 3) by the certificates for the Common Stock registered in the names of the holders
of the Common Stock (or, in the case of uncertificated Common Stock by the book-entry account that evidences record ownership of
such Common Stock) (which certificates or book-entries for Common Stock shall be deemed also to be certificates for Rights) and
not by separate certificates and (y) the Rights will be transferable only in connection with the transfer of the underlying
shares of Common Stock (including a transfer to the Company). The Company must promptly notify the Rights Agent of a Distribution
Date and request its transfer agent to give the Rights Agent a stockholder list together with all other relevant information and
documents. If notification of the Distribution Date to the Rights Agent is given orally, the Company shall confirm the same in
writing on or prior to the next Business Day. Until such notice has been received by the Rights Agent, the Rights Agent may presume
conclusively for all purposes that the Distribution Date has not occurred. As soon as practicable after the Rights Agent is notified
of the Distribution Date and receives such information and documents, the Rights Agent will, if requested, send, at the expense
of the Company, by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business
on the Distribution Date, at the address of such holder shown on the records of the Company, one or more Rights certificates, in
substantially the form of Exhibit B (the “Rights Certificates”), evidencing one Right for each share
of Common Stock so held, subject to adjustment as provided herein. In the event that any adjustment in the number of Rights per
share of Common Stock has been made pursuant to Section 11, at the time of distribution of the Rights Certificates,
the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a)) so that
Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights.
As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.






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(b)The Company will make available, as
promptly as practicable, a copy of a Summary of Rights, in substantially the form attached as Exhibit C (the “Summary
of Rights”), to any holder of Rights who so requests from time to time prior to the Expiration Date. With respect to
certificates for the Common Stock outstanding as of the Record Date, or which become outstanding subsequent to the Record Date,
until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof.
With respect to uncertificated Common Stock outstanding as of the Record Date or which becomes outstanding subsequent to the Record
Date, until the Distribution Date, the Rights will be evidenced by the book-entry account that evidences record ownership of such
Common Stock in the name of the holders thereof. Until the earlier of the Distribution Date or the Expiration Date, the surrender
for transfer of any certificate representing shares of Common Stock (or, in the case of uncertificated shares of Common Stock,
a transfer recorded in the book-entry accounts that evidence record ownership) in respect of which Rights have been issued shall
also constitute the transfer of the Rights associated with such shares of Common Stock.


 


(c)Rights shall be issued in respect of
all shares of Common Stock issued (whether originally issued or from the Company’s treasury) after the Record Date but prior
to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in Section 22,
after the Distribution Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for
Rights, and shall bear a legend substantially in the following form:


 


This certificate
also evidences and entitles the holder hereof to certain rights as set forth in the Rights Agreement between Mediabistro Inc. (the
“Company”) and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC (the “Rights Agent”) dated as of July 3,
2013, as the same may be amended from time to time (the “Rights Agreement”), the terms of which are hereby incorporated
herein by reference and a copy of which is on file at the principal offices of the Company. Under circumstances set forth in the
Rights Agreement, such Rights (as defined in the Rights Agreement) will be evidenced by separate certificates and will no longer
be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in
effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under circumstances set forth
in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person (as such TERM IS defined
in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and
void.


 


Until the earlier of (i) the Distribution
Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by certificates or by book-entries
that evidence record ownership shall be evidenced by such certificates or book-entries alone and registered holders of Common Stock
shall also be the registered holders of the associated Rights, and the transfer of any Common Stock represented by such certificates
or book-entries shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates
or book-entries. In the event 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 shall be deemed cancelled and retired so that the Company shall not be
entitled to exercise any Rights associated with shares of Common Stock that are no longer outstanding. The omission of any legend
described in this Section 3 shall not affect the status, validity or enforceability of any part of this Agreement or
the rights of any holder of the Rights.


 


Section 4. Form of Rights Certificates.


 


(a)The Rights Certificates (and the forms
of election to purchase and of assignment to be printed on the reverse thereof), when and if issued, shall each be substantially
in the form set forth in Exhibit B and may have such changes or marks of identification or designation and such legends,
summaries or endorsements printed thereon as the Company deems appropriate (but which do not affect the rights, duties, obligations
or immunities of the Rights Agent) and as are not inconsistent with the provisions of this Agreement, or as 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 are listed, or to conform to customary usage. Subject to the provisions of Section 11 and Section 22,
the Rights Certificates, whenever distributed, shall be dated as of the Record Date or, in the case of Rights with respect to shares
of Common Stock issued or becoming outstanding after the Record Date, the same date as the date of the stock certificate (or, with
respect to uncertificated shares of Common Stock, dated the date of issuance of the shares indicated in the books of the registrar
and transfer agent) evidencing such shares, and on their face shall entitle the holders thereof to purchase such number of one
one-thousandth of a share of Preferred Stock as shall be set forth therein at the price set forth therein (such exercise price
per one one-thousandth of a share, the “Purchase Price”), but the amount and type of securities purchasable
upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment from time to time as provided in
Section 11 and Section 13(a).


 






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(b)Any Rights Certificate issued pursuant
to Section 3(a), Section 11(a)(ii) or Section 22 that represents Rights beneficially owned
by any Person or any of such Person’s Group known to be: (i) an Acquiring Person, (ii) any Person or any of such
Person’s Group with whom such Acquiring Person was or is Acting in Concert, (iii) a transferee of an Acquiring Person who
becomes a transferee after the Acquiring Person becomes such, or (iv) a transferee of an Acquiring Person 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 or any of such Person’s Group with whom such Acquiring Person has any continuing agreement, arrangement or understanding
regarding the transferred Rights or (B) a transfer which the Board of Directors has determined is part of a plan, arrangement
or understanding which has as a primary purpose or effect avoidance of Section 7(e), and any Rights Certificate issued
pursuant to Section 6 or Section 11 upon transfer, exchange, replacement or adjustment of any other Rights
Certificate referred to in this sentence, shall contain (to the extent the Rights Agent has notice thereof and to the extent feasible)
a legend in substantially the following form:


 


The Rights represented
by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or
Associate of an Acquiring Person or a person with whom such acquiring person was or is acting in concert (as such terms are defined
in the Rights Agreement). Accordingly, this Rights Certificate and the Rights represented hereby may become null and void in the
circumstances specified in Section 7(e) of such Agreement.


 


The absence of the foregoing legend on any
Rights Certificate shall in no way affect any of the other provisions of this Agreement, including the provisions of Section 7(e).


 


Section 5. Countersignature and Registration.


 


(a)The Rights Certificates shall be executed
on behalf of the Company by its Chairman of the Board, its Chief Executive Officer, its President or any Vice President, either
manually or by facsimile signature. The Rights Certificates shall be countersigned manually or by facsimile signature by the Rights
Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed
or attested any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights
Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, may be countersigned by the Rights Agent
and issued and delivered by the Company with the same force and effect as though the person who signed or attested such Rights
Certificates had not ceased to be such officer of the Company; and any Rights Certificates may be signed or attested on behalf
of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of
the Company to sign or attest such Rights Certificate, although at the date of the execution of this Rights Agreement any such
person was not such an officer.


 


(b)Following the Distribution Date, and
upon receipt by the Rights Agent of written notice to that effect and all other relevant information and documentation referred
to in Section 3(a) hereof, the Rights Agent will keep or cause to be kept, at its office or offices designated for
such purpose, books for registration and transfer of the Rights Certificates issued hereunder. Such books shall show the names
and addresses of the respective holders of the Rights Certificates, the number of Rights evidenced on its face by each of the Rights
Certificates and the certificate number and the date of each of the Rights Certificates.


 


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


 






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(a)Subject to the provisions of Section 4(b),
Section 7(e) and Section 14, at any time after the Close of Business on the Distribution Date, and at or
prior to the Close of Business on the Expiration Date, any Rights Certificate or Certificates (other than Rights Certificates representing
Rights that have become null and void pursuant to Section 7(e) or that have been exchanged pursuant to Section 24)
may be transferred, split up, combined or exchanged for another Rights Certificate or Certificates, entitling the registered holder
to purchase a like number of one one-thousandth of a share of Preferred Stock (or, following a Triggering Event, Common Stock,
other securities, cash or other assets, as the case may be) as the Rights Certificate or Certificates surrendered then entitled
such holder (or former holder in the case of a transfer) to purchase. Any registered holder desiring to transfer, split up, combine
or exchange any Rights Certificate or Certificates shall make such request in writing delivered to the Rights Agent, and shall
surrender the Rights Certificate or Certificates to be transferred, split up, combined or exchanged at the office of the Rights
Agent designated for such purpose. The Right Certificates are transferable only on the registry books of the Rights Agent. Neither
the Rights Agent nor the Company shall be obligated to take any action whatsoever with respect to the transfer of any such surrendered
Rights Certificate until the registered holder shall have properly completed and duly signed, with signature guaranteed, the certificate
contained in the form of assignment on the reverse side of such Rights Certificate and shall have provided such additional evidence
of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof (or any other Person or
any of such other Person’s Group with whom such Person or any of such Person’s Group is Acting in Concert (or any Affiliate
or Associate thereof)) as the Company or the Rights Agent shall reasonably request. Thereupon the Rights Agent shall, subject to
Section 4(b), Section 7(e), Section 14 and Section 24, countersign, either manually
or by facsimile, and deliver to the Person entitled thereto a Rights Certificate or Rights Certificates, as the case may be, as
so requested. The Company may require payment of a sum sufficient to cover any tax or charge that may be imposed in connection
with any transfer, split up, combination or exchange of Rights Certificates. If and to the extent that the Company does require
payment of any such taxes or charges, the Company shall give the Rights Agent prompt written notice thereof and the Rights Agent
shall not deliver any Rights Certificate unless and until it is satisfied that all such payments have been made, and the Rights
Agent shall forward any such sum collected by it to the Company or to such Persons as the Company may specify by written notice.
The Rights Agent shall have no duty or obligation to take any action under any Section of this Agreement which requires the payment
by a Rights holder of applicable taxes and charges unless and until the Rights Agent is satisfied that all such taxes/and or charges
have been paid.


 


(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 valid Rights Certificate,
and, in case of loss, theft or destruction, of indemnity or security satisfactory to them, and reimbursement to the Company and
the Rights Agent of all reasonable expenses incidental thereto, and upon surrender to the Rights Agent and cancellation of the
Rights Certificates if mutilated, the Company will prepare, execute and deliver a new Rights Certificate of like tenor to the Rights
Agent for countersignature and delivery to the registered owner in lieu of the Rights Certificate so lost, stolen, destroyed or
mutilated.


 


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


 


(a)Subject to Section 7(e),
the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein
including the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a))
in whole or in part at any time after the Close of Business on the Distribution Date upon surrender of the Rights Certificate,
with the form of election to purchase and the certificate on the reverse side thereof properly completed and duly executed with
signature guaranteed, to the Rights Agent at the office of the Rights Agent designated for such purpose, together with payment
of the aggregate Purchase Price with respect to the total number of one one-thousandth of a share of Preferred Stock (or Common
Stock, other securities, cash or other assets, as the case may be) as to which such surrendered Rights are then exercisable, at
or prior to the earliest of (i) the Close of Business on the third anniversary of the Record Date, (ii) the time at which
the Rights are redeemed as provided in Section 23, (iii) the time at which such Rights are exchanged pursuant
to Section 24 and (iv) the first anniversary of the Record Date if a holders of a majority of the Company’s
outstanding stock have not approved this Agreement prior to such time (the earliest of such dates being herein referred to
as the “Expiration Date”).


 


(b)The Purchase Price for each one one-thousandth
of a share of Preferred Stock pursuant to the exercise of a Right shall initially be $9.50, and shall be subject to adjustment
from time to time as provided in Section 11 and Section 13(a) and shall be payable in accordance with paragraph
(c) below.


 






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(c)Upon receipt of a Rights Certificate
representing exercisable Rights, with the form of election to purchase and the certificate properly completed and duly executed
with signature guaranteed, accompanied by payment, with respect to each Right so exercised, of the Purchase Price per one one-thousandth
of a share of Preferred Stock (or other shares, securities, cash or other assets, as the case may be) to be purchased as set forth
below and an amount equal to any applicable transfer tax or charge required to be paid by the holder of the Rights Certificate
in accordance with Section 9(e), the Rights Agent shall, subject to Section 20(k), thereupon promptly (i) (A) requisition
from any transfer agent of the shares of Preferred Stock (or make available, if the Rights Agent is the transfer agent for such
shares) certificates for the total number of one one-thousandth of a share of Preferred Stock to be purchased and the Company hereby
irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit
the total number of shares of Preferred Stock issuable upon exercise of the Rights hereunder with a depositary agent, requisition
from the depositary agent depositary receipts representing such number of one one-thousandth of a share of Preferred Stock as are
to be purchased (in which case certificates for the shares of Preferred Stock represented by such receipts shall be deposited by
the transfer agent with the depositary agent) and the Company will direct the depositary agent to comply with such request, (ii) requisition
from the Company the amount of cash, if any, to be paid in lieu of fractional shares in accordance with Section 14,
(iii) after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the
registered holder of such Rights Certificate, registered in such name or names as may be designated by such holder, and (iv) after
receipt thereof, deliver such cash, if any, to or upon the order of the registered holder of such Rights Certificate. The payment
of the Purchase Price (as such amount may be reduced pursuant to Section 11(a)(iii)) shall be made in cash or by certified
bank check or bank draft payable to the order of the Company. In the event that the Company is obligated to issue other securities
(including Common Stock) of the Company, pay cash and/or distribute other property pursuant to Section 11(a), 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 necessary to comply with the terms of this Agreement. The Company reserves the right to require prior
to the occurrence of a Triggering Event that, upon any exercise of Rights, a number of Rights be exercised so that only whole shares
of Preferred Stock would be issued.


 


(d)In case the registered holder of any
Rights Certificate shall exercise less than all the Rights evidenced thereby, a new Rights Certificate evidencing Rights equivalent
to the Rights remaining unexercised shall be issued by the Rights Agent and delivered to, or upon the order of, the registered
holder of such Rights Certificate, registered in such name or names as may be designated by such holder, subject to the provisions
of Section 14.


 


(e)Anything in this Agreement to the contrary
notwithstanding, from and after the first occurrence of a Section 11(a)(ii) Event, any Rights beneficially owned by (i) an
Acquiring Person or an Affiliate or Associate of an Acquiring Person, (ii) any Person or any of such Person’s Group
with whom such Acquiring Person was or is Acting in Concert, (iii) a transferee of an Acquiring Person, or a Person or member of
such Acquiring Person’s Group, who becomes a transferee after the Acquiring Person becomes such, or (iv) a transferee
of an Acquiring Person, or a Person or member of such Acquiring Person’s Group, 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 or any of such Person’s
Group with whom the Acquiring Person is Acting in Concert, or has any continuing agreement, arrangement or understanding, whether
or not in writing, regarding the transferred Rights or (B) a transfer which the Board of Directors has determined is part
of an agreement, arrangement or understanding which has as a primary purpose or effect the avoidance of this Section 7(e),
shall become null and void without any further action and no holder of such Rights shall have any rights whatsoever with respect
to such Rights, whether under any provision of this Agreement or otherwise. The Company shall notify the Rights Agent in writing
when this Section 7(e) applies and shall use all reasonable efforts to ensure that the provisions of this Section 7(e)
and Section 4(b) are complied with, but neither the Company nor the Rights Agent shall have any liability to any holder
of Rights Certificates or other Person as a result of the Company’s or the Rights Agent’s failure to make any determinations
with respect to an Acquiring Person or any of its Affiliates, Associates or transferees hereunder.


 


(f)Anything in this Agreement to the contrary
notwithstanding, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered
holder upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall
have (i) properly completed and duly signed, with signature guaranteed, the certificate contained in the form of election
to purchase set forth on the reverse side of the Rights Certificate surrendered for such exercise, and (ii) provided such
additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates (or any other
Person or any of such other Person’s Group with whom such Person is Acting in Concert (or any Associate or Affiliate thereof))
thereof as the Company or the Rights Agent shall reasonably request.


 






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


 


Section 9. Reservation and Availability
of Capital Stock.


 


(a)The Company covenants and agrees that
it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock (and, following the
occurrence of a Triggering Event, out of its authorized and unissued shares of Common Stock and/or other securities or out of its
authorized and issued shares held in its treasury), the number of shares of Preferred Stock (and, following the occurrence of a
Triggering Event, Common Stock and/or other securities) that, as provided in this Agreement, including Section 11(a)(iii),
will be sufficient to permit the exercise in full of all outstanding Rights.


 


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


 


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


 


(d)The Company covenants and agrees that
it will take all such actions as may be necessary to ensure that all one one-thousandth of a share of Preferred Stock (and, following
the occurrence of a Triggering Event, shares of Common Stock and/or other securities) delivered upon exercise of Rights shall,
at the time of delivery of the certificates for such shares (subject to payment of the Purchase Price), be duly and validly authorized
and issued and fully paid and nonassessable.


 


 






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(e)The Company further covenants and agrees
that it will pay, when due and payable, any and all taxes and charges which may be payable in respect of the issuance or delivery
of the Rights Certificates and of any certificates for a number of one one-thousandths of a share of Preferred Stock (or Common
Stock and/or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to
pay any tax or charge which may be payable in respect of any transfer or delivery of Rights Certificates to a Person other than,
or the issuance or delivery of a number of one one-thousandths of a share of Preferred Stock (or Common Stock and/or other securities,
as the case may be) in respect of a name other than that of, the registered holder of the Rights Certificates evidencing Rights
surrendered for exercise or to issue or deliver any certificates for a number of one one-thousandths of a share of Preferred Stock
(or Common Stock and/or other securities, as the case may be) in a name other than that of the registered holder upon the exercise
of any Rights until such tax shall have been paid (any such tax being payable by the holder of such Rights Certificate at the time
of surrender) or until it has been established to the Company’s satisfaction that no such tax or charge is due.


 


Section 10. Preferred Stock Record Date.
Each Person in whose name any certificate for a number of one one-thousandths of a share of Preferred Stock (or Common Stock and/or
other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the
holder of record of such fractional shares of Preferred Stock (or Common Stock and/or other securities, as the case may be) represented
thereby on, and such certificate shall be dated, the date upon which the Rights Certificate evidencing such Rights was duly surrendered
and payment of the Purchase Price (and all applicable transfer taxes) was made; provided, however, that if the date
of such surrender and payment is a date upon which the Preferred Stock (or Common Stock and/or other securities, as the case may
be) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares (fractional
or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Stock (or Common
Stock and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights
evidenced thereby, the holder of a Rights Certificate shall not be entitled to any rights of a stockholder of the Company with
respect to shares or other securities for which the Rights shall be exercisable, including the right to vote, to receive dividends
or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings
of the Company, except as provided herein.


 


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


 


(a)(i)In the event the Company shall
at any time after the date of this Agreement (A) declare a dividend on the Preferred Stock payable in shares of Preferred
Stock, (B) subdivide the outstanding Preferred Stock, (C) combine the outstanding Preferred Stock into a smaller number
of shares, or (D) issue any shares of its capital stock in a reclassification of the Preferred Stock (including any such reclassification
in connection with a consolidation or merger in which the Company is the continuing or surviving corporation), except as otherwise
provided in this Section 11(a) and Section 7(e), the Purchase Price in effect at the time of the record
date for such dividend or of the effective date of such subdivision, combination or reclassification, and the number and kind of
shares of Preferred Stock or capital stock, as the case may be, issuable on such date, shall be proportionately adjusted so that
the holder of any Right exercised after such time shall be entitled to receive, upon payment of the Purchase Price then in effect,
the aggregate number and kind of shares of Preferred Stock or capital stock, as the case may be, which, if such Right had been
exercised immediately prior to such date and at a time when the Preferred Stock transfer books of the Company were open, such holder
would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination or reclassification.
If an event occurs which would require an adjustment under both this Section 11(a)(i) and Section 11(a)(ii),
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).


 


(ii)Subject
to Section 24, in the event any Person becomes an Acquiring Person, other than pursuant to any transaction set forth
in Section 13(a), then promptly following the occurrence of such event (a “Section 11(a)(ii) Event”),
each holder of a Right (except as provided below and in Section 7(e)) shall, for a period of 60 days after
the later of such time any Person becomes an Acquiring Person or the effective date of an appropriate registration statement filed
under the Act pursuant to Section 9 hereof (provided, however that, if at any time prior to the expiration or termination
of the Rights there shall be a temporary restraining order, a preliminary injunction, an injunction, or temporary suspension by
the Board of Directors, or similar obstacle to exercise of the Rights (the “Injunction”) which prevents exercise
of the Rights, a new 60-day period shall commence on the date the Injunction is removed), have the right
to receive, upon exercise thereof at a price equal to the then current Purchase Price in accordance with the terms of this Agreement,
in lieu of a number of one one-thousandths of a share of Preferred Stock, such number of shares of Common Stock of the Company
as shall equal the result obtained by (x) multiplying the then current Purchase Price by the then number of one one-thousandths
of a share of Preferred Stock for which a Right was exercisable immediately prior to the first occurrence of a Section 11(a)(ii)
Event and (y) dividing that product (which, following such first occurrence shall thereafter be referred to as the “Purchase
Price” for each Right and for all purposes of this Agreement) by fifty percent (50%) of the current market price (determined
pursuant to Section 11(d)) per share of Common Stock on the date of such first occurrence (such number of shares,
the “Adjustment Shares”).


 






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(iii)In the event that the number of
shares of Common Stock which are authorized by the Company’s Certificate of Incorporation, as amended, but not outstanding
or reserved for issuance for purposes other than upon exercise of the Rights, is not sufficient to permit the exercise in full
of the Rights in accordance with the foregoing subparagraph (ii) of this Section 11(a), the Company shall: (A) determine
the value of the Adjustment Shares issuable upon the exercise of a Right (the “Current Value”), and (B) with
respect to each Right, make adequate provision to substitute for the Adjustment Shares, upon the exercise of a Right and payment
of the applicable Purchase Price, (1) cash, (2) a reduction in the Purchase Price, (3) Common Stock or other equity
securities of the Company (including shares, or units of shares, of preferred stock, such as the Preferred Stock, which the Board
of Directors has deemed to have substantially the same value or economic rights as shares of Common Stock (such shares or units
of shares of preferred stock, “common stock equivalents”)), (4) debt securities of the Company, (5) other
assets, or (6) any combination of the foregoing, having an aggregate value equal to the Current Value (less the amount of
any reduction in the Purchase Price), where such aggregate value has been determined by the Board of Directors based upon the advice
of a nationally recognized investment banking firm selected by the Board of Directors; provided, however, if the
Company shall not have made adequate provision to deliver value pursuant to clause (B) above within thirty (30) days
following the later of (x) the first occurrence of a Section 11(a)(ii) Event and (y) the date on which the Company’s
right of redemption pursuant to Section 23(a) expires (the later of (x) and (y) being referred to herein
as the “Section 11(a)(ii) Trigger Date”), then the Company shall be obligated to deliver, upon the surrender
for exercise of a Right and without requiring payment of the Purchase Price, shares of Common Stock (to the extent available) and
then, if necessary, cash, which shares and/or cash have an aggregate value equal to the Spread. For purposes of the preceding sentence,
the term “Spread” shall mean the excess of (i) the Current Value over (ii) the Purchase Price. If the Board
of Directors shall determine in good faith that it is likely that sufficient additional shares of Common Stock could be authorized
for issuance upon exercise in full of the Rights, the thirty (30) day period set forth above may be extended to the extent
necessary, but not more than ninety (90) days after the Section 11(a)(ii) Trigger Date, in order that the Company may
seek stockholder approval for the authorization of such additional shares (such thirty (30) day period, as it may be extended,
the “Substitution Period”). To the extent the Company determines that action should be taken pursuant to the
first and/or third 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 in order to seek such stockholder approval for such authorization of additional shares
and/or to decide the appropriate form of distribution to be made pursuant to such first sentence and to determine the value thereof.
In the event of any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights
has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect (with prompt
notice of such announcements to the Rights Agent). For purposes of this Section 11(a)(iii), the value of each Adjustment
Share shall be the current market price (as determined pursuant to Section 11(d)) per share of Common Stock on
the Section 11(a)(ii) Trigger Date and the value of any common stock equivalent shall be deemed to equal the current market
price (as determined pursuant to Section 11(d)) per share of the Common Stock on such date.


 


(b)In case the Company shall fix a record
date for the issuance of rights (other than the Rights), options or warrants to all holders of Preferred Stock entitling them to
subscribe for or purchase (for a period expiring within forty-five (45) calendar days after such record date) Preferred Stock
(or shares having the same rights, privileges and preferences as the shares of Preferred Stock (“Equivalent Preferred Stock”))
or securities convertible into Preferred Stock or Equivalent Preferred Stock at a price per share of Preferred Stock or per share
of Equivalent Preferred Stock (or having a conversion price per share, if a security convertible into Preferred Stock or Equivalent
Preferred Stock) less than the current market price (as determined pursuant to Section 11(d)) per share of Preferred
Stock on such record date, the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase
Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of shares of Preferred
Stock outstanding on such record date, plus the number of shares of Preferred Stock which the aggregate offering price of the total
number of shares of Preferred Stock and/or Equivalent Preferred Stock so to be offered (and/or the aggregate initial conversion
price of the convertible securities so to be offered) would purchase at such current market price, and the denominator of which
shall be the number of shares of Preferred Stock outstanding on such record date, plus the number of additional shares of Preferred
Stock and/or Equivalent Preferred Stock to be offered for subscription or purchase (or into which the convertible securities so
to be offered are initially convertible). In case such subscription price may be paid by delivery of consideration part or all
of which may be in a form other than cash, the value of such consideration shall be as determined in good faith by the Board of
Directors, whose determination shall be described in a statement filed with the Rights Agent and shall be binding on the Rights
Agent and the holders of the Rights. Shares of Preferred Stock owned by or held for the account of the Company shall not be deemed
outstanding for the purpose of any such computation. Such adjustment shall be made successively whenever such a record date is
fixed, and in the event that such rights, 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.


 






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(c)In case the Company shall fix a record
date for a distribution to all holders of Preferred Stock (including any such distribution made in connection with a consolidation
or merger in which the Company is the continuing corporation) of evidences of indebtedness, cash (other than a regular periodic
cash dividend out of the earnings or retained earnings of the Company), assets (other than a dividend payable in Preferred Stock,
but including any dividend payable in stock other than Preferred Stock) or 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 current market
price (as determined pursuant to Section 11(d)) per share of Preferred Stock on such record date, less the fair
market value (as determined in good faith by the Board of Directors, whose determination shall be described in a statement filed
with the Rights Agent and shall be binding on the Rights Agent and the holders of the Rights) of the portion of the cash, assets
or evidences of indebtedness so to be distributed or of such subscription rights or warrants applicable to a share of Preferred
Stock and the denominator of which shall be such current market price (as determined pursuant to Section 11(d)) per
share of Preferred Stock. Such adjustments shall be made successively whenever such a record date is fixed, and in the event that
such distribution is not so made, the Purchase Price shall be adjusted to be the Purchase Price which would have been in effect
if such record date had not been fixed.


 


(d)(i)For the purpose of any computation
hereunder, other than computations made pursuant to Section 11(a)(iii), the “current market price” per
share of common stock (or similar equity interest) of an issuer on any date shall be deemed to be the average of the daily closing
prices per share of such common stock (or other security) for the thirty (30) consecutive Trading Days immediately prior to
but not including such date, and for purposes of computations made pursuant to Section 11(a)(iii), the “current
market price” per share of Common Stock on any date shall be deemed to be the average of the daily closing prices per share
of such Common Stock for the ten (10) consecutive Trading Days immediately following but not including such date; provided,
however, that in the event that the current market price per share of common stock (or other security) of an issuer is determined
during a period following the announcement by the issuer of such common stock (or other security) of (A) a dividend or distribution
on such common stock (or other security) payable in shares of such common stock (or other security) or securities convertible into
shares of such common stock (or other security) (other than the Rights), or (B) any subdivision, combination or reclassification
of such common stock (or other security), and the ex-dividend date for such dividend or distribution, or the record date for such
subdivision, combination or reclassification shall not have occurred prior to the commencement of the requisite thirty (30) Trading
Day or ten (10) Trading Day period, as set forth above, then, and in each such case, the “current market price”
shall be properly adjusted to take into account any trading during the period prior to such ex-dividend date or record date. The
closing price for each day shall be, if the common stock (or other security) is listed and admitted to trading on a national securities
exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal
national securities exchange on which such common stock (or other security) is listed or admitted to trading or, if such common
stock (or other security) is not listed or admitted to trading on any national securities exchange, the last quoted sales 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 Over-the-Counter
Bulletin Board (“OTCBB”) or such other system then in use, or, if on any such date such common stock (or other
security) is not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional
market maker making a market in such common stock (or other security) selected by the Board of Directors. If on any such date no
market maker is making a market in such common stock (or other security), the fair value of such shares on such date as determined
in good faith by the Board of Directors shall be used. The term “Trading Day” shall mean a day on which the
principal national securities exchange on which shares of an issuer’s common stock (or other security) are listed or admitted
to trading is open for the transaction of business or, if such shares of common stock (or other security) are not listed or admitted
to trading on any national securities exchange, a Business Day. If an issuer’s shares of common stock (or other security)
are not publicly held or not so listed or traded, “current market price” per share shall mean the fair value per share
as determined in good faith by the Board of Directors, whose determination shall be described in a statement filed with the Rights
Agent and shall be conclusive for all purposes.


 






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(ii)For the purpose of any computation
hereunder, the “current market price” per share of Preferred Stock shall be determined in the same manner as set forth
above for the Common Stock in clause (i) of this Section 11(d) (other than the last sentence thereof). If
the current market price per share of Preferred Stock cannot be determined in the manner provided above, or if the Preferred Stock
is not publicly held or listed or traded in a manner described in clause (i) of this Section 11(d), the “current
market price” per share of Preferred Stock shall be conclusively deemed to be an amount equal to 1,000 (as such number may
be appropriately adjusted for such events as stock splits, stock dividends and recapitalizations with respect to the Common Stock
occurring after the date of this Agreement) multiplied by the current market price per share of the Common Stock. If neither the
Common Stock nor the Preferred Stock is publicly held or so listed or traded, “current market price” per share of the
Preferred Stock shall mean the fair value per share as determined in good faith by the Board of Directors, whose determination
shall be described in a statement filed with the Rights Agent and shall be binding on the Rights Agent and the holders of the Rights.
For all purposes of this Agreement, the “current market price” of one one-thousandth of a share of Preferred Stock
shall be equal to the “current market price” of one share of Preferred Stock divided by 1,000.


 


(e)Anything herein to the contrary notwithstanding,
no adjustment in the Purchase Price shall be required unless such adjustment would require an increase or decrease of at least
one percent (1%) in the Purchase Price; provided, however, that any adjustments which by reason of this Section 11(e)
are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under
this Section 11 shall be made to the nearest cent or to the nearest one ten-thousandth of a share of Common Stock or
one one-millionth of a share of Preferred Stock or one ten-thousandth of any other share or security, as the case may be. The first
sentence of this Section 11(e) notwithstanding, any adjustment required by this Section 11 shall be made
no later than the earlier of (i) three (3) years from the date of the transaction which mandates such adjustment, or
(ii) the Expiration Date.


 


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


 


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


 


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


 






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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 lieu of any adjustment in the number of one one-thousandths
of a share of Preferred Stock purchasable upon the exercise of a Right. Each of the Rights outstanding after the adjustment in
the number of Rights shall be exercisable for the number of one one-thousandths of a share of Preferred Stock for which a Right
was exercisable immediately prior to such adjustment. Each Right held of record prior to such adjustment of the number of Rights
shall become that number of Rights (calculated to the nearest one-ten-thousandth) obtained by dividing the Purchase Price in effect
immediately prior to adjustment of the Purchase Price by the Purchase Price in effect immediately after adjustment of the Purchase
Price. The Company shall make a public announcement (with prompt notice thereof to the Rights Agent) of its election to adjust
the number of Rights, indicating the record date for the adjustment, and, if known at the time, the amount of the adjustment to
be made. This record date may be the date on which the Purchase Price is adjusted or any day thereafter, but, if the Rights Certificates
have been issued, shall be at least ten (10) days later than the date of the public announcement. If Rights Certificates have
been issued, upon each adjustment of the number of Rights pursuant to this Section 11(i), the Company shall, as promptly
as practicable, cause to be distributed to holders of record of Rights Certificates on such record date Rights Certificates evidencing,
subject to Section 14, the additional Rights to which such holders shall be entitled as a result of such adjustment,
or, at the option of the Company, shall cause to be distributed to such holders of record in substitution and replacement for the
Rights Certificates held by such holders prior to the date of adjustment, and upon surrender thereof, if required by the Company,
new Rights Certificates evidencing all the Rights to which such holders shall be entitled after such adjustment. Rights Certificates
so to be distributed shall be issued, executed and delivered by the Company and countersigned and delivered by the Rights Agent
in the manner provided for herein (and may bear, at the option of the Company, the adjusted Purchase Price) and shall be registered
in the names of the holders of record of Rights Certificates on the record date specified in the public announcement.


 


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


 


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


 


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


 


(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 the Board of Directors, in its good faith
judgment, shall determine to be advisable in order that any (i) consolidation or subdivision of the Preferred Stock, (ii) issuance
wholly for cash of any shares of Preferred Stock at less than the current market price, (iii) issuance wholly for cash of
shares of Preferred Stock or securities which by their terms are convertible into or exchangeable for shares of Preferred Stock,
(iv) stock dividends or (v) issuance of rights, options or warrants referred to in this Section 11, hereafter
made by the Company to holders of its Preferred Stock shall not be taxable to such stockholders.


 






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(n)The Company covenants and agrees that
it shall not, at any time after the Distribution Date, (i) consolidate with any other Person (other than a Subsidiary of the
Company in a transaction which complies with Section 11(o)), (ii) merge with or into any other Person (other than
a Subsidiary of the Company in a transaction which complies with Section 11(o)), or (iii) sell or transfer (or
permit any Subsidiary to sell or transfer), in one transaction, or a series of related transactions, assets, cash flow or earning
power aggregating more than fifty percent (50%) of the assets, cash flow or earning power of the Company and its Subsidiaries
(taken as a whole) to any other Person or Persons (other than the Company and/or any of its Subsidiaries in one or more transactions
each of which complies with Section 11(o)), if (x) at the time of or immediately after such consolidation, merger,
sale or transfer there are any rights, warrants or other instruments or securities outstanding or agreements in effect which would
substantially diminish or otherwise eliminate the benefits intended to be afforded by the Rights or (y) prior to, simultaneously
with or immediately after such consolidation, merger, sale or transfer, the stockholders of the Person who constitutes, or would
constitute, the “Principal Party” for purposes of Section 13(a) shall have received a distribution of Rights
previously owned by such Person or any of its Affiliates and Associates.


 


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


 


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


 


Section 12. Certificate of Adjusted Purchase
Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or Section 13,
the Company shall (a) promptly prepare a certificate setting forth such adjustment and a brief statement of the facts and
computations accounting for such adjustment, (b) promptly file with the Rights Agent, and with each transfer agent for the
Preferred Stock and the Common Stock, a copy of such certificate, and (c) if a Distribution Date has occurred, mail a brief
summary thereof to each holder of a Rights Certificate in accordance with Section 26. The Rights Agent shall be fully
protected and shall incur no liability in relying on any such certificate and on any adjustment therein contained and shall not
be deemed to have knowledge of such adjustment unless and until it shall have received such certificate.


 


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


 


(a)In the event that, following the Stock
Acquisition Date, directly or indirectly, (x) the Company shall consolidate with, or merge with and into, any other Person
(other than a Subsidiary of the Company in a transaction which complies with Section 11(o)), and the Company shall
not be the continuing or surviving corporation of such consolidation or merger, (y) any Person or any of such Person’s
Group (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)) shall engage in a
share exchange with or shall consolidate with, or merge with or into, the Company, and the Company shall be the continuing or surviving
corporation of such consolidation or merger and, in connection with such share exchange, consolidation or merger, all or part of
the outstanding shares of Common Stock shall be changed into or exchanged for stock or other securities of any other Person or
any of such other Person’s Group or cash or any other property, or (z) the Company shall sell or otherwise transfer
(or one or more of its Subsidiaries shall sell or otherwise transfer), in one transaction or a series of related transactions,
assets, cash flow or earning power aggregating more than 50% of the assets, cash flow or earning power of the Company and its Subsidiaries
(taken as a whole) to any Person or Persons or any of such Person’s Group (other than the Company or any Subsidiary of the
Company in one or more transactions each of which complies with Section 11(o)) (any event described in clauses (x),
(y) or (z) of this Section 13(a) following the Stock Acquisition Date, a “Section 13 Event”),
then, and in each such case, proper provision shall be made so that: (i) each holder of a Right, except as provided in Section 7(e),
shall thereafter have the right to receive upon the exercise thereof at the then-current Purchase Price in accordance with the
terms of this Agreement, in lieu of a number of one one-thousandths of a share of Preferred Stock, such number of validly authorized
and issued, fully paid, nonassessable and freely tradeable shares of Common Stock of the Principal Party (as such term is hereinafter
defined), not subject to any liens, encumbrances, rights of first refusal or other adverse claims, as shall be equal to the result
obtained by (l) multiplying the then-current Purchase Price by the number of one one-thousandths of a share of Preferred Stock
for which a Right is exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Section 11(a)(ii)
Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such one one-thousandths
of a share of Preferred Stock for which a Right was exercisable immediately prior to the first occurrence of a Section 11(a)(ii)
Event by the Purchase Price in effect immediately prior to such first occurrence), 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 market price (determined pursuant to Section 11(d)(i)) per
share of the Common Stock of such Principal Party on the date of consummation of such Section 13 Event; (ii) such Principal
Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties
of the Company pursuant to this Agreement; (iii) the term “Company” shall thereafter be deemed to refer to such
Principal Party, it being specifically intended that the provisions of Section 11 shall apply only to such Principal
Party following the first occurrence of a Section 13 Event; (iv) such Principal Party shall take such steps (including,
but not limited to, the reservation of a sufficient number of shares of its common stock (or similar equity interest)) 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) shall be of no effect following the first occurrence of any Section 13
Event.


 






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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 or exchanged in such merger, consolidation or exchange, and if no
securities are so issued, the Person that is the other party to such merger, consolidation or exchange; and


 


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


 


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


 


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


 


(ii) use its best efforts to qualify or
register the Rights and the securities purchasable upon exercise of the Rights under blue sky laws of such jurisdiction, as may
be necessary or appropriate; and


 






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


 


Section 14. Fractional Rights and Fractional
Shares.


 


(a)The Company shall not be required to
issue fractions of Rights, except prior to the Distribution Date as provided in Section 11, or to distribute Rights
Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders
of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to
the same fraction of the current market value of a whole Right. For purposes of this Section 14(a), the current market
value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which such
fractional Rights would have been otherwise issuable. The closing price of the Rights for any day shall be, if the Rights are listed
or admitted to trading on a national securities exchange, 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 sales 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 OTCBB or such other
system then in use or, if on any such date the Rights are not quoted by any such organization, the average of the closing bid and
asked prices as furnished by a professional market maker making a market in the Rights selected by the Board of Directors. If on
any such date no such market maker is making a market in the Rights, the fair value of the Rights on such date as determined in
good faith by the Board of Directors shall be used and such determination shall be described in a statement filed with the Rights
Agent and the holders of the Rights and shall be binding on the Rights Agent and the holders of the Rights.


 


(b)The Company shall not be required to
issue fractions of shares of Preferred Stock (other than fractions which are integral multiples of one one-thousandth of a share
of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Stock
(other than fractions which are integral multiples of one one-thousandth of a share of Preferred Stock). Fractions of shares of
Preferred Stock in integral multiples of one one-thousandth of a share may, at the election of the Company, be evidenced by depositary
receipts pursuant to an appropriate agreement between the Company and a depositary selected by it; provided, however,
that such agreement shall provide that the holders of such depositary receipts shall have all the rights, privileges and preferences
to which they are entitled as beneficial owners of the shares represented by such depositary receipts. In lieu of fractional shares
of Preferred Stock that are not integral multiples of one one-thousandth of a share of Preferred Stock, the Company shall pay to
the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal
to the same fraction of the current market value of one one-thousandth of a share of Preferred Stock. For purposes of this Section 14(b),
the current market value of one one-thousandth of a share of Preferred Stock shall be one one-thousandth of the closing price of
a share of Preferred Stock (as determined pursuant to Section 11(d)(ii)) for the Trading Day immediately prior to the
date of such exercise.


 


(c)Following the occurrence of a Triggering
Event, the Company shall not be required to issue fractions of shares of Common Stock or other securities upon exercise of the
Rights or to distribute certificates which evidence fractional shares of Common Stock or other securities. In lieu of fractional
shares of Common Stock or other securities, the Company shall pay to the registered holders of Rights Certificates at the time
such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one share
of Common Stock or other securities. For purposes of this Section 14(c), the current market value of one share of Common
Stock or other security shall be the closing price of one share of Common Stock or such other security, as applicable, (as determined
pursuant to Section 11(d)(i)) for the Trading Day immediately prior to the date of such exercise.


 


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


 






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(e)Whenever a payment for fractional Rights
or fractional shares is to be made by the Rights Agent under any Section of this Agreement, the Company shall (i) promptly
prepare and deliver to the Rights Agent a certificate setting forth in reasonable detail the facts related to such payment and
the prices and/or formulas utilized in calculating such payments, and (ii) provide sufficient monies to the Rights Agent in
the form of fully collected funds to make such payments. The Rights Agent shall be fully protected in relying upon such a certificate
and shall have no duty with respect to, and shall not be deemed to have knowledge of any payment for fractional Rights or fractional
shares under any Section of this Agreement relating to the payment of fractional Rights or fractional shares unless and until the
Rights Agent shall have received such a certificate and sufficient monies.


 


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


 


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


 


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


 


(b) after the Distribution Date, the Rights
Certificates are transferable only on the registry books of the Rights Agent if surrendered at the office of the Rights Agent designated
for such purposes, duly endorsed or accompanied by a proper instrument of transfer and with the appropriate forms and certificates
properly completed and duly executed;


 


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


 


(d) anything in this Agreement to the contrary
notwithstanding, 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, judgment or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative
agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority,
prohibiting or otherwise restraining performance of such obligation; provided, however, the Company must use commercially
reasonable efforts to have any such injunction, order, decree, judgment or ruling lifted or otherwise overturned as soon as possible.


 






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Section 17. Rights Certificate Holder
Not Deemed a Stockholder. No holder, as such, of any Rights Certificate shall be entitled to vote, receive dividends or be
deemed for any purpose to be the holder of the number of one one-thousandths of a share of Preferred Stock or any other securities
of the Company which may at any time be issuable upon the exercise of the Rights represented thereby, nor shall anything contained
herein or in any Rights Certificate be construed to confer upon the holder of any Rights Certificate, as such, any of the rights
of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders
at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions
affecting stockholders (except as provided in Section 25), or to receive dividends or subscription rights, or otherwise,
until the Right or Rights evidenced by such Rights Certificate shall have been exercised in accordance with the provisions hereof.


 


Section 18. Concerning the Rights Agent.


 


(a)The Company agrees to pay to the Rights
Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent,
its reasonable expenses and counsel fees and disbursements and other disbursements incurred in the preparation, negotiation, execution,
delivery and amendment 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, damage, judgment, fine, penalty, claim, demand, settlement,
cost or expense (including, without limitation, the reasonable fees and expenses of legal counsel), incurred without gross negligence,
bad faith or willful misconduct on the part of the Rights Agent (each as determined by a final, non-appealable judgment of a court
of competent jurisdiction), for any action taken, suffered or omitted to be taken by the Rights Agent in connection with the acceptance,
administration, exercise and performance of its duties under this Agreement, including, without limitation, the reasonable costs
and expenses of defending against any claim of liability. The costs and expenses incurred in enforcing this right of indemnification
shall also be paid by the Company. The provisions of this Section 18 and Section 20 below shall survive
the termination of this Agreement, the exercise or expiration of the Rights and the resignation or removal of the Rights Agent.


 


(b)The Rights Agent shall be authorized
and protected and shall incur no liability for or in respect of any action taken, suffered or omitted to be taken by it in connection
with its acceptance and administration of this Agreement in reliance upon any Rights Certificate or certificate for Common Stock
or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter,
notice, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed
and, where necessary, guaranteed, verified or acknowledged, by the proper Person or Persons, or otherwise upon the advice of counsel
as set forth in Section 20.


 


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


 


(a)Any Person into which the Rights Agent
or any successor Rights Agent may be merged or with which it may be consolidated, or any Person resulting from any merger or consolidation
to which the Rights Agent or any successor Rights Agent shall be a party, or any Person succeeding to the stock transfer or shareowner
services business of the Rights Agent or any successor Rights Agent, shall be the successor to the Rights Agent under this Agreement
without the execution or filing of any paper or any further act on the part of any of the parties hereto; provided, however,
that such Person would be eligible for appointment as a successor Rights Agent under the provisions of Section 21.
The purchase of all or substantially all of the Rights Agent’s assets employed in the performance or transfer agent activities
shall be deemed a merger or consolidation for purposes of this Section 19. In case at the time such successor Rights
Agent shall succeed to the agency created by this Agreement, any of the Rights Certificates shall have been countersigned but not
delivered, any such successor Rights Agent may adopt the countersignature of a predecessor Rights Agent and deliver such Rights
Certificates so countersigned; and in case at the time any of the Rights Certificates shall not have been countersigned, any successor
Rights Agent may countersign such Rights Certificates either in the name of the predecessor or in the name of the successor Rights
Agent; and in all such cases such Rights Certificates shall have the full force provided in the Rights Certificates and in this
Agreement.


 


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


 






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Section 20. Duties of Rights Agent.
The Rights Agent undertakes to perform only the duties and obligations expressly imposed by this Agreement (and no implied duties
or obligations), upon the following terms and conditions, by all of which the Company and the holders of Rights Certificates, by
their acceptance thereof, shall be bound:


 


(a)Before the Rights Agent acts or refrains
from acting, the Rights Agent may consult with legal counsel (who may be legal counsel for the Company or any employee of the Rights
Agent), and the advice or opinion of such counsel shall be full and complete authorization and protection to the Rights Agent and
the Rights Agent shall incur no liability for or in respect to, any action taken, suffered or omitted to be taken by it in accordance
with such advice or opinion.


 


(b)Whenever in the performance of its
duties under this Agreement the Rights Agent shall deem it necessary or desirable that any fact or matter (including the identity
of any Acquiring Person and the determination of “current market price”) be proved or established by the Company prior
to taking, suffering or omitting to take any action hereunder, such fact or matter (unless other evidence in respect thereof be
herein specifically prescribed) may be deemed to be conclusively proved and established by a certificate signed by the Chairman
of the Board, the Chief Executive Officer, the President, any Vice President, the Treasurer, any Assistant Treasurer, the Secretary
or any Assistant Secretary of the Company and delivered to the Rights Agent; and such certificate shall be full authorization and
protection to the Rights Agent, and the Rights Agent shall incur no liability for or in respect of any action taken, suffered or
omitted to be taken by it under the provisions of this Agreement in reliance upon such certificate.


 


(c)The Rights Agent shall be liable hereunder
only for its own gross negligence, bad faith or willful misconduct (each as determined by a final, non-appealable judgment of a
court of competent jurisdiction). Anything to the contrary notwithstanding, in no event shall the Rights Agent be liable for special,
indirect, incidental, punitive or consequential losses (including, but not limited to, lost profits), even if the Rights Agent
has been advised of the likelihood of such loss or damage and regardless of the form of action. Any liability of the Rights Agent
under this Agreement will be limited to the annual fees paid by the Company to the Rights Agent.


 


(d)The Rights Agent shall not be liable
for or by reason of any of the statements of fact or recitals contained in this Agreement or in the Rights Certificates or be required
to verify the same (except as to its countersignature on such Rights Certificates), but all such statements and recitals are and
shall be deemed to have been made by the Company only.


 


(e)The Rights Agent shall not have any
liability for, nor be under any responsibility in respect of the validity of this Agreement or the execution and delivery hereof
(except the due execution hereof by the Rights Agent) or in respect of the validity or execution of any Rights Certificate (except
its countersignature thereof); nor shall it be liable or responsible for any breach by the Company of any covenant or failure by
the Company to satisfy any condition contained in this Agreement or in any Rights Certificate; nor shall it be liable or responsible
for any adjustment required under the provisions of Section 11, Section 13 or Section 24 or
responsible for the manner, method or amount of any such adjustment or the ascertaining of the existence of facts that would require
any such adjustment (except with respect to the exercise of Rights evidenced by Rights Certificates after actual notice of any
such adjustment); nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or
reservation of any shares of Common Stock or Preferred Stock to be issued pursuant to this Agreement or any Rights Certificate
or as to whether any shares of Common Stock or Preferred Stock will, when so issued, be validly authorized and issued, fully paid
and nonassessable.


 


(f)The Company agrees that it will perform,
execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further and other acts,
instruments and assurances as may reasonably be required by the Rights Agent for the carrying out or performing by the Rights Agent
of its duties under this Agreement.


 


(g)The Rights Agent is hereby authorized
and directed to accept instructions with respect to the performance of its duties hereunder from the Chairman of the Board, 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 such advice
or instructions shall be full authorization and protection to the Rights Agent and the Rights Agent shall incur no liability for
or in respect of any action taken, suffered or omitted to be taken by it in accordance with such advice or instructions of any
such officer or for any delay in acting while waiting for those instructions. Any application by the Rights Agent for written instructions
from the Company may, at the option of the Rights Agent, set forth in writing any action proposed to be taken, suffered or omitted
to be taken by the Rights Agent under this Agreement and the date on and/or after which such action shall be taken, suffered or
such omission shall be effective. The Rights Agent shall not be liable for any action taken, suffered or omitted to be taken by
it in accordance with a proposal included in any such application on or after the date specified in such application (which date
shall not be less than five Business Days after the date any officer of the Company actually receives such application, unless
any such officer shall have consented in writing to an earlier date) unless, prior to (i) taking such action or (ii) the
effective date of such omission, the Rights Agent shall have received written instructions in response to such application specifying
the action to be taken, suffered or omitted to be taken.


 






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(h)The Rights Agent and any stockholder,
director, Affiliate, officer or employee of the Rights Agent may buy, sell or deal in any of the Rights or other securities of
the Company or become pecuniarily interested in any transaction in which the Company may be interested, or contract with or lend
money to the Company or otherwise act as fully and freely as though it were not Rights Agent under this Agreement. Nothing herein
shall preclude the Rights Agent, any Affiliate, director, officer or employee of the Rights Agent from acting in any other capacity
for the Company or for any other Person.


 


(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 (through its employees, directors,
and officers) 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, any holders of Rights or any other
Person resulting from any such act, default, neglect or misconduct absent gross negligence, bad faith or willful misconduct (each
as determined by a final non-appealable judgment of a court of competent jurisdiction) on the part of the Rights Agent, including
in the selection, oversight and continued employment of such attorneys or agents.


 


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


 


(k)If, with respect to any Rights Certificate
surrendered to the Rights Agent for exercise or transfer, either (i) the certificate attached to the form of assignment or
form of election to purchase, as the case may be, has either not been completed (including, without limitation, to certify the
holder is not an Acquiring Person) or indicates an affirmative response to any item therein, or (ii) any other actual or suspected
irregularity exists, the Rights Agent shall not take any further action with respect to such requested exercise or transfer without
first consulting with the Company.


 


(l)If, with respect to any Rights Certificate
surrendered to the Rights Agent for exercise or transfer, the certificate contained in the form of assignment or the form of election
to purchase set forth on the reverse thereof, as the case may be, has not been properly completed to certify the holder is not
an Acquiring Person, the Rights Agent shall not take any further action with respect to such requested exercise or transfer without
first consulting with the Company.


 


(m)The Rights Agent shall not be required
to take notice or be deemed to have notice of any fact, event or determination (including, without limitation, any dates or events
defined in this Agreement or the designation of any Person or any of such Person’s Group as an Acquiring Person, Affiliate
or Associate) under this Agreement unless and until the Rights Agent shall be specifically notified in writing by the Company of
such fact, event or determination.


 


Section 21. Change of Rights Agent.
The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon at least
thirty (30) days’ notice in writing mailed to the Company, and to each transfer agent of the Common Stock and Preferred
Stock known to the Rights Agent by registered or certified mail at the expense of the Company, and, if such removal occurs after
the Distribution Date, to the holders of the Rights Certificates by first-class mail. The Company may remove the Rights Agent or
any successor Rights Agent upon at least thirty (30) days’ notice in writing, mailed to the Rights Agent or successor
Rights Agent, as the case may be, and to each transfer agent of the Common Stock and Preferred Stock, by registered or certified
mail, and to the holders of the Rights Certificates by first-class mail, if such removal occurs after the Distribution Date.


 






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If
the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor
to the Rights Agent. If the Company shall fail to make such appointment within a period of thirty (30) days after giving notice
of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights
Agent or by any registered holder of a Rights Certificate (who shall, with such notice, submit such holder’s Rights Certificate
for inspection by the Company), then the Rights Agent or any registered holder of any Rights Certificate may apply, at the expense
of the Company, 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 (i) a Person organized and doing business under the laws of the United
States or any state of the United States, so long as such Person is authorized to do business in the such state, in good standing,
which is authorized under such laws to exercise stock transfer powers or shareowner services and is subject to supervision or examination
by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at
least $50,000,000 or (ii) an Affiliate of such Person. 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 under this Agreement 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 reasonable assurance, conveyance, act or deed necessary for
the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the
predecessor Rights Agent and each transfer agent of the Common Stock and the Preferred Stock, and, if such appointment occurs after
the Distribution Date, mail a notice thereof in writing to the registered holders of the Rights Certificates. Failure to give any
notice provided for in this Section 21 or any defect therein shall not affect the legality or validity of the resignation
or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.


 


Section 22. Issuance of New Rights Certificates.
Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary, the Company may, at its option, issue
new Rights Certificates evidencing Rights in such form as may be approved by its Board of Directors to reflect any adjustment or
change in the Purchase Price and the number or kind or class of shares or other securities or property purchasable under the Rights
Certificates made in accordance with the provisions of this Agreement.


 


Section 23. Redemption and Termination.


 


(a)The Board of Directors may, at its
option, at any time prior to the earlier of (i) the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred
prior to the Record Date, the Close of Business on the Record Date), or (ii) the Expiration Date, redeem all but not less than
all of the then outstanding Rights at a redemption price of $0.001 per Right, as such amount may be appropriately adjusted to reflect
any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter
referred to as the “Redemption Price”). Anything contained in this Agreement to the contrary notwithstanding,
the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company’s
right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, shares of Common Stock
(based on the “current market price”, as defined in Section 11(d)(i), of the Common Stock at the time of
redemption) or any other form of consideration deemed appropriate by the Board of Directors. 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.


 


(b)Immediately upon the action of the
Board of Directors ordering the redemption of the Rights pursuant to Section 23(a), evidence of which shall have been
filed with the Rights Agent and without any further action and without any notice, the right to exercise the Rights will terminate
and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly
after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption
to the Rights Agent and the holders of the then-outstanding Rights by mailing such notice to the Rights Agent and to all such holders
at each holder’s last address as it appears upon the registry books of the Rights Agent or, prior to the Distribution Date,
on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall
be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the
payment of the Redemption Price will be made.


 


 






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Section 24. Exchange.


 


(a)The Board of Directors may, at its
option, at any time after any Person becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable
Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 7(e)) for
shares of Common Stock at an exchange ratio of one share of Common Stock per Right, appropriately adjusted to reflect any stock
split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to
as the “Exchange Ratio”). The foregoing notwithstanding, the Board of Directors shall not be empowered to effect
such exchange at any time after any Person or any of such Person’s Group (other than the Company, any Subsidiary of the Company,
any employee benefit plan of the Company or of any Subsidiary of the Company, any Person organized, appointed or established by
the Company for or pursuant to the terms of any such plan, or Mr. Alan M. Meckler or any of his Associates, Affiliates or any Person
with whom he is Acting in Concert), becomes the Beneficial Owner of fifty percent (50%) or more of the Common Stock then outstanding.
Before effecting an exchange pursuant to this Section 24, the Board may direct the Company to enter into a trust agreement
in such form and with such terms as the Board shall then approve (the “Trust Agreement”). If the Board so directs,
the Company shall enter into the Trust Agreement and shall issue to the trust created by the Trust Agreement (the “Trust”)
all or some (as designated by the Board) of the shares of Common Stock (or other securities) issuable pursuant to the exchange,
and all or some (as designated by the Board) holders of Rights entitled to receive shares pursuant to the exchange shall be entitled
to receive such shares (and any dividends paid or distributions made thereon after the date on which such shares are deposited
in the Trust) only from the Trust and solely upon compliance with the relevant terms and provisions of the Trust Agreement.


 


(b)Immediately upon the effectiveness
of the action of the Board of Directors ordering the exchange of any Rights pursuant to subsection (a) of this Section 24
and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter
of a holder of any 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 (with prompt notice thereof to the
Rights Agent) of any exchange; provided, however, that the failure to give, or any defect in, such notice shall not
affect the validity of such exchange. The Company shall promptly mail a notice of any such exchange to all of the holders of 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 will be effected pro rata based on the number of Rights (other than Rights
which have become null and void pursuant to the provisions of Section 7(e)) held by each holder of Rights. Prior to
effecting an exchange and registering shares of Common Stock (or such other securities) in any Person’s name, including any
nominee or transferee of a Person, the Company may require (or cause the trustee of the Trust to require), as a condition thereof,
that any holder of Rights provide evidence, including, without limitation, the identity of the Beneficial Owners (or former Beneficial
Owners) thereof or Affiliates and Associates (or former Affiliates and Associates) thereof (or any other Person or any of such
other Person’s Group) as the Company shall reasonably request in order to determine if such Rights are null and void. If
any Person shall fail to comply with such request, the Company shall be entitled conclusively to deem the Rights formerly held
by such Person to be null and void pursuant to Section 7(e).


 


(c)In any exchange pursuant to this Section 24,
the Company, at its option, may substitute shares of Preferred Stock (or Equivalent Preferred Stock, as such term is defined in
paragraph (b) of Section 11) for shares of Common Stock exchangeable for Rights, at the initial rate of one one-thousandth
of a share of Preferred Stock (or Equivalent Preferred Stock) for each share of Common Stock, as appropriately adjusted to reflect
adjustments in the voting rights of the Preferred Stock pursuant to the terms thereof, so that the fraction of a share of Preferred
Stock delivered in lieu of each share of Common Stock shall have the same voting rights as one share of Common Stock.


 


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


 


 






    	24



    	 



    

 


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


 


Section 25. Notice of Certain Events.


 


(a)In case the Company shall propose,
at any time after the Distribution Date, (i) to pay any dividend payable in stock of any class to the holders of Preferred
Stock or to make any other distribution to the holders of Preferred Stock (other than a regular periodic cash dividend out of earnings
or retained earnings of the Company), or (ii) to offer to the holders of Preferred Stock rights or warrants to subscribe for
or to purchase any additional shares of Preferred Stock or shares of stock of any class or any other securities, rights or options,
or (iii) to effect any reclassification of its Preferred Stock (other than a reclassification involving only the subdivision
of outstanding shares of Preferred Stock), or (iv) to effect any consolidation or merger into or with any other Person (other
than a Subsidiary of the Company in a transaction which complies with Section 11(o)), or to effect any sale or other
transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one transaction or a series of
related transactions, of more than fifty percent (50%) of the assets, cash flow or earning power of the Company and its Subsidiaries
(taken as a whole) to any other Person or Persons (other than the Company and/or any of its Subsidiaries in one or more transactions
each of which complies with Section 11(o)), or (v) to effect the liquidation, dissolution or winding up of the
Company, then, in each such case, the Company shall give to the Rights Agent and to each holder of a Rights Certificate, to the
extent feasible and in accordance with Section 26, a notice of such proposed action, which shall specify the record
date for the purposes of such stock dividend, distribution of rights or warrants, or the date on which such reclassification, consolidation,
merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders
of the shares of Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action
covered by clause (i) or (ii) above at least twenty (20) days prior to the record date for determining holders of
the shares of Preferred Stock for purposes of such action, and in the case of any such other action, at least twenty (20) days
prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Preferred
Stock, whichever shall be the earlier.


 


(b)In case a Section 11(a)(ii) Event
shall occur, then, in any such case, (i) the Company shall as soon as practicable thereafter give to each holder of a Rights
Certificate, to the extent feasible and in accordance with Section 26, a notice of the occurrence of such event, which
shall specify the event and the consequences of the event to holders of Rights under Section 11(a)(ii), and (ii) all
references in the preceding paragraph to Preferred Stock shall be deemed thereafter to refer to Common Stock and/or, if appropriate,
other securities.


 


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


 


Mediabistro Inc.


50 Washington St., Suite 912


Norwalk, Connecticut 06854


Attention: Chief Executive Officer


Telephone No.: (203) 662-2800


Facsimile No.:


 


with a copy to (which shall not constitute notice):


 


Wyrick Robbins Yates & Ponton LLP


4101 Lake Boone Trail, Suite 300


Raleigh, North Carolina 27607


Attention: David L. Wilke


Telephone No.: (919) 781-4000


Facsimile No.: (919) 781-4865


 






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


 


American Stock Transfer & Trust Company, LLC


6201 15th Avenue


Brooklyn, New York 11219


Attention: Corporate Trust Department


Telephone No.:


Facsimile No.:


 


with a copy to:


 


American Stock Transfer & Trust Company, LLC


6201 15th Avenue


Brooklyn, New York 11219


Attention: General Counsel


Telephone No.: (718) 921-8200


Facsimile No.: (718) 331-1852


 


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


 


Section 27. Supplements and Amendments.
The Company and the Rights Agent may from time to time supplement or amend this Agreement without the approval of any holders of
Rights (a) prior to the Distribution Date, in any respect, and (b) on or after the Distribution Date, to make any changes
that the Company may deem necessary or desirable (i) that shall not materially adversely affect the interests of the holders
of Rights (other than the Acquiring Person, or any other Person or any of such other Person’s Group or transferee of any
Acquiring Person, or transferee of any other Person or any of such other Person’s Group) or (ii)(A) in order to cure any
ambiguity or (B) to correct or supplement any provision contained herein that may be inconsistent with any other provision
herein or otherwise defective, including any change in order to satisfy any applicable law, rule or regulation. Any supplement
or amendment authorized by this Section 27 shall be evidenced by a writing signed by the Company and the Rights Agent.
The Rights Agent shall duly execute and deliver any supplement or amendment hereto requested by the Company in writing provided
that the Company has delivered to the Rights Agent a certificate from an appropriate officer of the Company that states that the
proposed supplement or amendment complies with the terms of this Agreement. Anything in this Agreement to the contrary notwithstanding,
the Rights Agent may, but shall not be obligated to, enter into any supplement or amendment that affects the Rights Agent’s
own rights, duties, immunities or obligations under this Agreement.


 


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


 


Section 29. Determination and Actions
by the Board of Directors, etc. The Board of Directors, or a duly authorized committee thereof, 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 the right and power to
(i) interpret the provisions of this Agreement, and (ii) make all determinations deemed necessary or advisable for the
administration of this Agreement (including, but not limited to, a determination to redeem or not redeem the Rights or to amend
this Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below,
all omissions with respect to the foregoing) which are done or made by the Board of Directors in good faith shall (x) be final,
conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other Persons, and (y) not subject
the Board of Directors to any liability to the holders of the Rights. The Rights Agent is always entitled to assume that the Company’s
Board of Directors acted in good faith and shall be fully protected and incur no liability in reliance thereon.


 






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Section 30. Benefits of this Agreement.
Nothing in this Agreement shall be construed to give to any Person other than the Company, the Rights Agent and the registered
holders of the Rights Certificates (and, prior to the Distribution Date, registered holders of the Common Stock) any legal or equitable
right, remedy or claim under this Agreement; but this Agreement shall be for the sole and exclusive benefit of the Company, the
Rights Agent and the registered holders of the Rights Certificates (and, prior to the Distribution Date, registered holders of
the Common Stock).


 


Section 31. Severability. If any
term, provision, covenant or restriction of this Agreement or the Rights 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
and the Rights shall remain in full force and effect and shall in no way be affected, impaired or invalidated; provided,
however, that anything in this Agreement to the contrary notwithstanding, if any such term, provision, covenant or restriction
is held by such court or authority to be invalid, void or unenforceable and the Board of Directors determines in its good faith
judgment that severing the invalid language from this Agreement would adversely affect the purpose or effect of this Agreement,
the right of redemption set forth in Section 23 shall be reinstated and shall not expire until the Close of Business
on the tenth day following the date of such determination by the Board of Directors; provided, further, that if any
such invalid, void or unenforceable term, provision, covenant or restriction shall adversely affect the rights, duties, immunities
or obligations of the Rights Agent, the Rights Agent shall be entitled to resign immediately.


 


Section 32. Governing Law; Submission
to Jurisdiction. This Agreement, each Right and each Rights Certificate issued hereunder shall be deemed to be a contract
made under the laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with the laws
of such State applicable to contracts made and to be performed entirely within such State; provided, however, that
all provisions regarding the rights, duties and obligations of the Rights Agent shall be governed by and construed in accordance
with the laws of the state of Colorado applicable to contracts made and to be performed entirely within such state, without regard
to the principles or rules concerning conflicts of laws which might otherwise require application of the substantive laws of another
jurisdiction. The Company and each holder of Rights hereby irrevocably submits to the exclusive jurisdiction of the Court of Chancery
of the State of Delaware, or, if such court shall lack subject matter jurisdiction, the United States District Court for the District
of Delaware, over any suit, action or proceeding arising out of or relating to this Agreement. The Company and each holder of Rights
acknowledge that the forum designated by this Section 32 has a reasonable relation to this Agreement and to such Persons’
relationship with one another. The Company and each holder of Rights hereby waive, to the fullest extent permitted by applicable
law, any objection which they now or hereafter have to personal jurisdiction or to the laying of venue of any such suit, action
or proceeding brought in any court referred to in this Section 32. The Company and each holder of Rights undertake
not to commence any action subject to this Agreement in any forum other than the forum described in this Section 32.
The Company and each holder of Rights agree that, to the fullest extent permitted by applicable law, a final and non-appealable
judgment in any such suit, action or proceeding brought in any such court shall be conclusive and binding upon such Persons.


 


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


 


Section 34. Descriptive Headings; Interpretation.
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. The words “include,” “includes” and “including”
shall be deemed to be followed by the phrase “without limitation.” Each reference in this Agreement to a period of
time following or after a specified date or event shall be calculated without including such specified date or the day on which
such specified event occurs.


 


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


 


* * * * * * *


 


 






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


 


 


MEDIABISTRO INC.


 


 


By:  /s/ Alan M. Meckler


Name: Alan M. Meckler


Title: CEO


 


AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC


 


By:  _____________________________


Name:  


Title:  


 


 


 


 


 






    	28



    	 



    

 


Exhibit A


 


CERTIFICATE OF DESIGNATION


 


OF


 


SERIES A JUNIOR PARTICIPATING PREFERRED
STOCK


 


OF


 


MEDIABISTRO INC.


 


Pursuant to Section 151 of the


General Corporation Law of the State
of Delaware


 


The undersigned do hereby certify that the
following resolution was duly adopted by the Board of Directors of Mediabistro Inc., a Delaware corporation (the “Corporation”),
on July 3, 2013:


 


RESOLVED, that pursuant to the authority
vested in the board of directors of the Corporation (the “Board of Directors”) by the Certificate of Incorporation,
as amended (the “Charter”), the Board of Directors does hereby create, authorize and provide for the issue of a series
of Preferred Stock, par value $0.01 per share, of the Corporation, to be designated “Series A Junior Participating Preferred
Stock” (hereinafter referred to as the “Series A Preferred Stock”), initially consisting of 600,000 shares, and
to the extent that the designations, powers, preferences and relative and other special rights and the qualifications, limitations
or restrictions of the Series A Preferred Stock are not stated and expressed in the Charter, does hereby fix and herein state and
express such designations, powers, preferences and relative and other special rights and the qualifications, limitations and restrictions
thereof, as follows (all terms used herein which are defined in the Charter shall be deemed to have the meanings provided therein):


 


Section 1. Designation and Amount.
The shares of such series shall be designated as “Series A Junior Participating Preferred Stock” and the number of
shares constituting such series shall be 600,000.


 


Section 2. Dividends and Distributions.


 


(A)Subject to the prior and superior rights
of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series A Preferred Stock
with respect to dividends, the holders of shares of Series A Preferred Stock shall be entitled to receive, when, as and if declared
by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the first business
day of January, April, July and October in each year (each such date being referred to herein as a “Quarterly Dividend Payment
Date”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share
of Series A Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $1.00 or (b) subject
to the provision for adjustment hereinafter set forth, 1,000 times the aggregate per share amount of all cash dividends, plus 1,000
times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable
in shares of common stock, par value $0.01 per share, of the Corporation (the “Common Stock”) or a subdivision of the
outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding
Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any
share or fraction of a share of Series A Preferred Stock. In the event the Corporation shall at any time after July 3, 2013 (the
“Rights Declaration Date”) (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide
the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each
case the amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under clause
(b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction the numerator of which is the number
of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common
Stock that were outstanding immediately prior to such event.


 






    	A-1



    	 



    

 


(B)The Corporation shall declare a dividend
or distribution on the Series A Preferred Stock as provided in paragraph (A) above immediately after it declares a dividend
or distribution on the Common Stock (other than a dividend payable in shares of Common Stock); provided, however,
that, in the event no dividend or distribution shall have been declared on the Common Stock during the period between any Quarterly
Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date, subject to the prior and superior rights of the
holders of any shares of any series of Preferred Stock ranking prior to and superior to the shares of Series A Preferred Stock
with respect to dividends, a dividend of $1.00 per share on the Series A Preferred Stock shall nevertheless by payable on such
subsequent Quarterly Dividend Payment Date.


 


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


 


Section 3. Voting Rights.


 


The holders of shares of Series A Preferred
Stock shall have the following voting rights:


 


(A)Subject to the provision for adjustment
hereinafter set forth, each share of Series A Preferred Stock shall entitle the holder thereof to 1,000 votes on all matters submitted
to a vote of the stockholders of the Corporation. In the event the Corporation shall at any time after the Rights Declaration Date
(i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock,
or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the number of votes
per share to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event shall be adjusted
by multiplying such number by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately
after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to
such event.


 


(B)Except as otherwise provided herein
or by law, the holders of shares of Series A Preferred Stock and the holders of shares of Common Stock shall vote collectively
as one class on all matters submitted to a vote of stockholders of the Corporation.


 


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


 


Section 4. Certain Restrictions.


 


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


 


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


 






    	A-2



    	 



    

 


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


 


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


 


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


 


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


 


Section 5. Reacquired Shares.


 


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


 


Section 6. Liquidation, Dissolution
or Winding Up.


 


(A)Upon any liquidation (voluntary or
otherwise), dissolution or winding up of the Corporation, no distribution shall be made (1) to the holders of shares of capital
stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock unless,
prior thereto, the holders of shares of Series A Preferred Stock shall have received $1,000.00 per share, plus an amount equal
to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, provided that
the holders of shares of Series A Preferred Stock shall be entitled to receive an aggregate amount per share, subject to the provision
for adjustment hereinafter set forth, equal to 1,000 times the aggregate amount to be distributed per share to holders of shares
of Common Stock, or (2) to the holders of shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution
or winding up) with the Series A Preferred Stock, except distributions made ratably on the Series A Preferred Stock and all such
parity stock in proportion to the total amounts to which the holders of all such shares are entitled upon such liquidation, dissolution
or winding up (the “Series A Liquidation Preference”). In the event the Corporation shall at any time declare or pay
any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of
the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock)
into a greater or lesser number of shares of Common Stock, then in each such case the aggregate amount to which holders of shares
of Series A Preferred Stock were entitled immediately prior to such event under the proviso in clause (1) of the preceding
sentence shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock
outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding
immediately prior to such event.


 


Section 7. Consolidation, Merger,
etc.


 






    	A-3



    	 



    

 


 


In case the Corporation shall enter into
any consolidation, merger, combination or other transaction in which the shares of Common Stock are exchanged for or changed into
other stock or securities, cash and/or any other property, then in any such case the shares of Series A Preferred Stock shall at
the same time be similarly exchanged or changed into an amount per share (subject to the provision for adjustment hereinafter set
forth) equal to 1,000 times the aggregate amount of capital stock, securities, cash and/or any other property (payable in kind),
as the case may be, for which or into which each share of Common Stock is exchanged or changed. In the event the Corporation shall
at any time after the Rights Declaration Date (i) declare any dividend on Common Stock payable in shares of Common Stock,
(ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares,
then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series
A Preferred Stock shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of
Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that
were outstanding immediately prior to such event.


 


Section 8. No Redemption.


 


The shares of Series A Preferred Stock shall
not be redeemable.


 


Section 9. Ranking.


 


The Series A Preferred Stock shall rank
junior to all other series of the Corporation’s Preferred Stock as to the payment of dividends and the distribution of assets,
whether or not upon the dissolution, liquidation or winding up of the Corporation, unless the terms of any such series shall provide
otherwise.


 


Section 10. Amendment.


 


The Charter shall not be amended in any
manner which would materially alter or change the powers, preferences or special rights of the Series A Preferred Stock so as to
affect them adversely without the affirmative vote of the holders of two-thirds of the outstanding shares of Series A Preferred
Stock, voting separately as a class.


 


Section 11. Fractional Shares.


 


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


 


 






    	A-4



    	 



    

 


 


IN WITNESS WHEREOF, this Certificate of
Designation has been executed on behalf of the Corporation this ______ day of ______, 2013.


 


 


MEDIABISTRO INC.


 





 


By:  _______________________________


Name:


Title:


 


 






    	A-5



    	 



    

 


Exhibit B


 


[Form of Rights Certificate]


 





	Certificate No. R—	Rights







 





 


NOT EXERCISABLE AFTER JULY 15, 2016 OR EARLIER IF REDEEMED OR
EXCHANGED BY THE COMPANY. THE FOREGOING NOTWITHSTANDING, THE RIGHTS ARE NOT EXERCISABLE AFTER JULY 15, 2014 UNLESS THE HOLDERS
OF A MAJORITY OF THE COMPANY’S OUTSTANDING STOCK HAVE APPROVED THE RIGHTS AGREEMENT PRIOR TO THAT DATE. THE RIGHTS ARE SUBJECT
TO REDEMPTION, AT THE OPTION OF THE COMPANY, AT $0.001 PER RIGHT, AND TO EXCHANGE ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT.
UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON (AS SUCH TERM
IS DEFINED IN THE RIGHTS AGREEMENT) AND ANY SUBSEQUENT HOLDER OF SUCH RIGHTS SHALL BECOME NULL AND VOID. THIS RIGHTS CERTIFICATE
AND THE RIGHTS REPRESENTED HEREBY SHALL BECOME NULL AND VOID IN THE CIRCUMSTANCES SPECIFIED IN SECTION 7(e) OF SUCH AGREEMENT.


 


 


 



    	B-1



    	 



    




 





 


Rights Certificate


 


MEDIABISTRO INC.


 


This certifies that [            ],
or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof,
subject to the terms, provisions and conditions of the Rights Agreement, dated as of July 3, 2013 (the “Rights Agreement”),
between Mediabistro Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company,
LLC, a New York limited liability trust company (the “Rights Agent”), to purchase from the Company at any time prior
to 5:00 P.M. (New York City time) on July 15, 2016, or any earlier Expiration Date, as defined in the Rights Agreement, at the
office or offices of the Rights Agent designated for such purpose, or its successors as Rights Agent, one one-thousandth of a fully
paid, nonassessable share of Series A Junior Participating Preferred Stock, par value $0.01 per share (the “Preferred Stock”),
of the Company, at a purchase price of $9.50 per one one-thousandth of a share (the “Purchase Price”), upon presentation
and surrender of this Rights Certificate with the Form of Election to Purchase and related Certificate duly executed. The number
of Rights evidenced by this Rights Certificate (and the number of shares which may be purchased upon exercise thereof) set forth
above, and the Purchase Price per share set forth above, are the number and Purchase Price as of July 3, 2013, based on the Preferred
Stock as constituted at such date. The Company reserves the right to require prior to the occurrence of a Triggering Event (as
such term is defined in the Rights Agreement) that, upon any exercise of Rights, a number of Rights be exercised so that only whole
shares of Preferred Stock will be issued.


 


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


 


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


 


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


 


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


 


Subject to the provisions of the Rights
Agreement, the Rights evidenced by this Certificate may, in each case at the option of the Company, be (i) redeemed by the
Company at its option at a redemption price of $0.001 per Right or (ii) exchanged in whole or in part for shares of Common
Stock or other securities of the Company. Immediately upon the action of the Board of Directors of the Company authorizing redemption,
the Rights will terminate and the only right of the holders of Rights will be to receive the redemption price.


 


 






    	B-2



    	 



    

 


 


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


 


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


 


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


 






    	B-3



    	 



    

 


 


 


WITNESS the facsimile signature of the proper
officer of the Company.


 


Dated as of             ,
            


 


 


MEDIABISTRO INC.


 


 


By:  _________________________________________


Name:


Title:


 


Countersigned:


 


AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC


 


By:  _________________________________________


Authorized Signature


 


 


 


 


 


 






    	B-4



    	 



    

 


[Form of Reverse Side of Rights Certificate]


 


FORM OF ASSIGNMENT


 


(To be executed by the registered holder
if such holder desires to transfer the Rights Certificate.)


 


FOR VALUE RECEIVED_______________   hereby sells, assigns
and transfers unto  _______________


(Please print name and address of transferee)


 


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


 


Dated: _______________, ______


 


___________________________


Signature


 


 


Signature Guaranteed:


 


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


 


Certificate


 


The undersigned hereby certifies by checking
the appropriate boxes that:


 


(1) this Rights Certificate [ ] is [ ] is
not being sold, assigned and transferred by or on behalf of a Person who is or was an Acquiring Person or a Person or member of
such Person’s Group with whom such Acquiring Person was or is Acting in Concert (as such terms are defined pursuant to the
Rights Agreement);


 


(2) after due inquiry and to the best knowledge
of the undersigned, it [ ] did [ ] did not acquire the Rights evidenced by this Rights Certificate from any Person or member of
such Person’s Group who is, was or subsequently became an Acquiring Person or a Person or member of such Person’s Group
with whom such Acquiring Person was or is Acting in Concert.


 


Dated: _______________, ______


 





___________________________


Signature



 





NOTICE


 


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


 


In the event the certification set forth
above is not completed, the Company will deem the beneficial owner of the Rights evidenced by this Rights Certificate to be an
Acquiring Person or a Person or member of such Person’s Group with whom such Acquiring Person was or is Acting in Concert
(as defined in the Rights Agreement) and, in the case of an Assignment, will affix a legend to that effect on any Right Certificates
issued in exchange for this Rights Certificate.


 


 



    	B-5



    	 



    




 


FORM OF ELECTION TO PURCHASE


 


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


 


TO: MEDIABISTRO INC.


 


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


 


Please insert social security


or other identifying number: ___________________


 


(Please print name and address)


 


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


 


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


 


Certificate


 


The undersigned hereby certifies by checking
the appropriate boxes that:


 


(1) the Rights evidenced by this Rights
Certificate [ ] are [ ] are not being exercised by or on behalf of a Person or member of such Person’s Group who is or was
an Acquiring Person or a Person or member of such Person’s Group with whom such Acquiring Person is or was Acting in Concert
(as such terms are defined pursuant to the Rights Agreement); and


 


(2) after due inquiry and to the best knowledge
of the undersigned, it [ ] did [ ] did not acquire the Rights evidenced by this Rights Certificate from any Person or member
of such Person’s Group who is, was or subsequently became an Acquiring Person or a Person or member of such Person’s
Group with whom such Acquiring Person was or is Acting in Concert.


 


 





Dated: _______________, ______


 





___________________________


Signature



 



 



    	B-6



    	 



    




 





NOTICE


 


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


 


In the event the certification set forth
above is not completed, the Company will deem the beneficial owner of the Rights evidenced by this Rights Certificate to be an
Acquiring Person or a Person or member of such Person’s Group with whom such Acquiring Person was or is Acting in Concert
(as defined in the Rights Agreement) and, in the case of an Assignment, will affix a legend to that effect on any Right Certificates
issued in exchange for this Rights Certificate.


 


 


 


 


 






    	B-7



    	 



    

 


 


Exhibit C


 


SUMMARY OF RIGHTS TO PURCHASE PREFERRED
STOCK


 


On July 3, 2013, the board of directors
of Mediabistro Inc., a Delaware corporation (the “Company”), adopted a stockholders rights plan and declared
a dividend distribution of one right for each outstanding share of our common stock to stockholders of record at the close of business
on July 15, 2013. Each right entitles its holder, under the circumstances described below, to purchase from us one one-thousandth
of a share of our Series A Junior Participating Preferred Stock at an exercise price of $9.50 per right, subject to adjustment.
The description and terms of the rights are set forth in a rights agreement between us and American Stock Transfer & Trust
Company, LLC, as rights agent.


 


Initially, the rights are associated with
our common stock and evidenced by common stock certificates or, in the case of uncertificated shares of common stock, the book-entry
records evidencing the common stock, and are transferable with and only with the underlying shares of common stock. Subject to
certain exceptions, the rights become exercisable and trade separately from the common stock only upon the “distribution
date”, which occurs upon the earlier of:


 


		•	a public announcement (such date, the “stock acquisition date”) that a person or group of affiliated or associated
persons, along with any persons with whom such person or group has been acting in concert, has become an “Acquiring Person”,
defined, with certain exceptions, as a person or group of persons that acquires or obtains the right to acquire beneficial ownership
of 30% or more of our shares of common stock then outstanding; or



 


		•	ten business days (or later date if determined by our board of directors prior to such time as any person or group becomes
an Acquiring Person) following the commencement or first public announcement of a tender offer or exchange offer that, if consummated,
could result in a person or group, together with any persons with whom such person or group has been acting in concert, becoming
an Acquiring Person.



 


If the Company’s board of directors
determines in good faith that a person became an Acquiring Person 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, then such person will
not be deemed to be an Acquiring Person.


 


Until the distribution date, the surrender
for transfer of any shares of common stock outstanding will also constitute the transfer of the rights associated with those shares.


 


As soon as practicable after the distribution
date, separate certificates or book-entry statements will be mailed to holders of record of the common stock as of the close of
business on the distribution date. From and after the distribution date, the separate rights certificates or book-entry records
alone will represent the rights. Except as otherwise provided in the rights agreement, only shares of common stock issued prior
to the distribution date will be issued with rights.


 


The rights are not exercisable until the
distribution date and will expire at the close of business on the third anniversary of the distribution date or any earlier Expiration
Date, as defined in the Rights Agreement, unless earlier redeemed or exchanged by us as described below.


 


In the event that a person or group becomes
an Acquiring Person (a “flip-in event”), each holder of a right (other than any Acquiring Person and certain related
parties, including those parties with whom the Acquiring Person has been acting in concert, each of whose rights automatically
become null and void) will have the right to receive, upon exercise, common stock having a value equal to two times the exercise
price of the right. If an insufficient number of shares of common stock is available for issuance, then our board of directors
would be required to substitute cash, property or other securities of the Company for the common stock. The rights may not be exercised
following a flip-in event while the Company has the ability to cause the rights to be redeemed, as described later in this summary.
This flip-in right terminates 60 days after the date on which the rights were triggered (and could be exercised pursuant to an
effective registration statement), unless there is an injunction or similar obstacle to the exercise of the rights, in which case
this flip-in right would terminate 60 days after the rights again became exercisable.


 


 






    	C-1



    	 



    

 


For example, at an exercise price of $9.50
per right, each right not owned by an Acquiring Person (or by certain related parties) following a flip-in event would entitle
its holder to purchase $19.00 worth of common stock (or other consideration, as noted above) for $9.50. Assuming that the common
stock had a per share value of $1.90 at that time, the holder of each valid right would be entitled to purchase 10 shares of common
stock for $9.50.


 


In the event (a “flip-over event”)
that, at any time following the stock acquisition date:


 


		•	the Company shall consolidate with, or merge with or into, any other entity and the Company is not the continuing or surviving
corporation,
	 	 	 



		•	any entity engages in a share exchange with or consolidates with, or merges with or into, the Company and the Company is the
continuing or surviving corporation and, in connection with such share exchange, consolidation or merger, all or part of the outstanding
shares of common stock are changed into or exchanged for stock or other securities of any other entity or cash or any other property,
or
	 	 	 



		•	the Company sells or otherwise transfers more than 50% of the Company’s and its subsidiaries’ (taken as a whole)
assets, cash flow or earning power,



 


each holder of a right (except rights which previously have
been voided as described above) will have the right to receive, upon exercise, common stock of the acquiring company having a value
equal to two times the exercise price of the right. Flip-in events and flip-over events are collectively referred to as “triggering
events”.


 


The exercise price payable, and the number
of shares of preferred stock or other securities or property issuable, upon exercise of the rights are subject to adjustment from
time to time to prevent dilution:


 


		•	in the event of a stock dividend on, or a subdivision, combination or reclassification of, the preferred stock,
	 	 	 



		•	if holders of the preferred stock are granted certain rights, options or warrants to subscribe for preferred stock or convertible
securities at less than the current market price of the preferred stock, or
	 	 	 



		•	upon the distribution to holders of the preferred stock of evidences of indebtedness or assets (excluding regular quarterly
cash dividends) or of subscription rights or warrants (other than those referred to above).



 


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


 


In general, the Company may redeem the rights
in whole, but not in part, at a price of $0.001 per right (subject to adjustment and payable in cash, common stock or other consideration
deemed appropriate by our board of directors) at any time until ten days following the date the Acquiring Person acquires stock
that triggers the flip-in event. Immediately upon the action of the board of directors authorizing any redemption, the rights will
terminate and the only right of the holders of rights will be to receive the redemption price.


 


At any time after there is an Acquiring
Person and prior to the acquisition by the Acquiring Person of 50% or more of the outstanding shares of common stock, we may exchange
the rights (other than rights owned by the Acquiring Person and the Acquiring Person’s Group, all of which will have become
void), in whole or in part, at an exchange ratio of one share of common stock, or one one-thousandth of a share of preferred stock
(or of a share of a class or series of our preferred stock having equivalent rights, preferences and privileges), per right (subject
to adjustment).


 


 






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Until a right is exercised, its holder will
have no rights as a stockholder of the Company, including the right to vote or to receive dividends. While the distribution of
the rights will not result in the recognition of taxable income by us or our stockholders, stockholders may, depending upon the
circumstances, recognize taxable income after a triggering event.


 


The Company and the rights agent may from
time to time amend or supplement the rights agreement without the consent of the holders of the rights. After the distribution
date, however, no amendment can materially adversely affect the interests of the holders of the rights (other than the Acquiring
Person or any affiliate or associate thereof).


 


The previous summary of the rights agreement
is a general description only and is qualified in its entirety by the full text of the rights agreement,
which is attached as Exhibit 4.1 hereto and incorporated by reference herein.


 


 


 


 


 






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