Exhibit 4.1


    
      

    

    Exhibit
      4.1

     

    


    INTERNAP
      NETWORK SERVICES CORPORATION

     

    and
      

    


    AMERICAN
      STOCK TRANSFER AND TRUST COMPANY,

     

    as
      Rights Agent

    


    


     

    PREFERRED
      STOCK RIGHTS AGREEMENT

    


     

    Dated
      as of April 11, 2007

    


     

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

    

    EXHIBITS
      

     

    
      	
              Exhibit
                A

            	
                

            	
              Form
                of Certificate of Designation

            	
                

            	
               

            
	 	 	 	 	 
	
              Exhibit
                B

            	 	
              Form
                of Rights Certificate

            	 	 
	 	 	 	 	 
	
              Exhibit
                C

            	
                

            	
              Summary
                of Rights

            	
                

            	
               

            


    

    


    


    


    


    


    
      


      
        
          
            
            

          

          
            i

            
              

            

          

          
            
            

          

           

        

      

    

    PREFERRED
      STOCK RIGHTS AGREEMENT

    


    This
      Preferred Stock Rights Agreement is dated as of April 11, 2007 (this
“Agreement”),
      between Internap Network Services Corporation, a Delaware corporation (the
      “Company”),
      and
      American Stock Transfer and Trust Company, as Rights Agent (the “Rights
      Agent”).

    


    On
      March
      15, 2007 (the “Rights
      Dividend Declaration Date”),
      the
      Board of Directors of the Company authorized and declared a dividend of one
      Preferred Share Purchase Right (a“Right”)
      for
      each Common Share (as hereinafter defined) of the Company outstanding as of
      the
      Close of Business (as hereinafter defined) on March 23, 2007 (the “Record
      Date”),
      each
      Right representing the right to purchase one one-thousandth (0.001) of a share
      of Series B Preferred Stock (as such number may be adjusted pursuant to the
      provisions of this Agreement), having the rights, preferences and privileges
      set
      forth in the form of Certificate of Designation of Rights, Preferences and
      Privileges of Series B Preferred Stock attached hereto as Exhibit
      A,
      upon
      the terms and subject to the conditions herein set forth, and further authorized
      and directed the issuance of one Right (as such number may be adjusted pursuant
      to the provisions of this Agreement) with respect to each Common Share that
      shall become outstanding between the Record Date and the earlier of the
      Distribution Date and the Expiration Date (as such terms are hereinafter
      defined), and in certain circumstances after the Distribution Date.

    


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

    


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

    


    (a)    “Acquiring
      Person”
      shall
      mean any Person, who or which, together with all Affiliates and Associates
      of
      such Person, shall be the Beneficial Owner of 15% or more of the Common Shares
      then outstanding, but shall not include the Company, any Subsidiary of the
      Company or any employee benefit plan of the Company or of any Subsidiary of
      the
      Company, or any entity holding Common Shares for or pursuant to the terms of
      any
      such plan. Notwithstanding the foregoing, no Person shall be deemed to be an
      Acquiring Person as the result of an acquisition of Common Shares by the Company
      which, by reducing the number of shares outstanding, increases the proportionate
      number of shares beneficially owned by such Person to 15% or more of the Common
      Shares of the Company then outstanding; provided,
      however,
      that if
      a Person shall become the Beneficial Owner of 15% or more of the Common Shares
      of the Company then outstanding by reason of share purchases by the Company
      and
      shall, after such share purchases by the Company, become the Beneficial Owner
      of
      any additional Common Shares of the Company (other than pursuant to a dividend
      or distribution paid or made by the Company on the outstanding Common Shares
      in
      Common Shares or pursuant to a split or subdivision of the outstanding Common
      Shares), then such Person shall be deemed to be an Acquiring Person unless
      upon
      becoming the Beneficial Owner of such additional Common Shares of the Company
      such Person does not beneficially own 15% or more of the Common Shares of the
      Company then outstanding. Notwithstanding the foregoing, if the Company’s Board
      of Directors determines in good faith that a Person who would otherwise be
      an
“Acquiring Person,” as defined pursuant to the foregoing provisions of this
      paragraph (a), has become such inadvertently (including, without limitation,
      because (A) such Person was unaware that it beneficially owned a percentage
      of
      the Common Shares that would otherwise cause such Person to be an “Acquiring
      Person,” as defined pursuant to the foregoing provisions of this paragraph (a),
      or (B) such Person was aware of the extent of the Common Shares it beneficially
      owned but had no actual knowledge of the consequences of such beneficial
      ownership under this Agreement) and without any intention of changing or
      influencing control of the Company, and if such Person divested or divests
      as
      promptly as practicable a sufficient number of Common Shares so that such Person
      would no longer be an “Acquiring Person,” as defined pursuant to the foregoing
      provisions of this paragraph (a), then such Person shall not be deemed to be
      or
      to have become an “Acquiring Person” for any purposes of this Agreement
      including, without limitation Section 1(ii) hereof.

    
      


      
        
          
            
            

          

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

    


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

    


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

    


    (i)    which
      such Person or any of such Person’s Affiliates or Associates beneficially owns,
      directly or indirectly, for purposes of Section 13(d) of the Exchange Act and
      Rule 13d-3 thereunder (or any comparable or successor law or
      regulation);

    


    (ii)    which
      such Person or any of such Person’s Affiliates or Associates has (A) the right
      to acquire (whether such right is exercisable immediately or only after the
      passage of time) pursuant to any agreement, arrangement or understanding,
      whether or not in writing, (other than customary agreements with and between
      underwriters and selling group members with respect to a bona fide public
      offering of securities), or upon the exercise of conversion rights, exchange
      rights, rights (other than the Rights), warrants or options, or otherwise;
      provided,
      however,
      that a
      Person shall not be deemed pursuant to this Section 1(d)(ii)(A) to be the
      Beneficial Owner of, or to beneficially own, (1) securities tendered pursuant
      to
      a tender or exchange offer made by or on behalf of such Person or any of such
      Person’s Affiliates or Associates until such tendered securities are accepted
      for purchase or exchange, or (2) securities which a Person or any of such
      Person’s Affiliates or Associates may be deemed to have the right to acquire
      pursuant to any merger or other acquisition agreement between the Company and
      such Person (or one or more of its Affiliates or Associates) if such agreement
      has been approved by the Board of Directors of the Company prior to there being
      an Acquiring Person; or (B) the right to vote pursuant to any agreement,
      arrangement or understanding, whether or not in writing; provided,
      however,
      that a
      Person shall not be deemed the Beneficial Owner of, or to beneficially own,
      any
      security under this Section 1(d)(ii)(B) if the agreement, arrangement or
      understanding to vote such security (1) arises solely from a revocable proxy
      or
      consent given to such Person in response to a public proxy or consent
      solicitation made pursuant to, and in accordance with, the applicable rules
      and
      regulations of the Exchange Act and (2) is not also then reportable on Schedule
      13D under the Exchange Act (or any comparable or successor report);
      or

    


    (iii)    which
      are beneficially owned, directly or indirectly, by any other Person (or any
      Affiliate or Associate thereof) with which such Person or any of such Person’s
      Affiliates or Associates has any agreement, arrangement or understanding,
      whether or not in writing (other than customary agreements with and between
      underwriters and selling group members with respect to a bona fide public
      offering of securities) for the purpose of acquiring, holding, voting (except
      to
      the extent contemplated by the proviso to Section 1(d)(ii)(B)) or disposing
      of
      any securities of the Company; provided,
      however,
      that in
      no case shall an officer or director of the Company be deemed (x) the Beneficial
      Owner of any securities beneficially owned by another officer or director of
      the
      Company solely by reason of actions undertaken by such persons in their capacity
      as officers or directors of the Company or (y) the Beneficial Owner of
      securities held of record by the trustee of any employee benefit plan of the
      Company or any Subsidiary of the Company for the benefit of any employee of
      the
      Company or any Subsidiary of the Company, other than the officer or director,
      by
      reason of any influence that such officer or director may have over the voting
      of the securities held in the plan.

    
      


      
        
          
            
            

          

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

    


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

    


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

    


    (h)    “Common
      Shares”
      when
      used with reference to the Company shall mean the shares of Common Stock of
      the
      Company, par value at $0.001 per share. Common Shares when used with reference
      to any Person other than the Company shall mean the capital stock (or equity
      interest) with the greatest voting power of such other Person or, if such other
      Person is a Subsidiary of another Person, the Person or Persons which ultimately
      control such first-mentioned Person.

    


    (i)    “Company”
      shall
      mean Internap Network Services Corporation, a Delaware corporation, subject
      to
      the terms of Section 13(a)(iii)(C) hereof.

    


    (j)    “Current
      Per Share Market Price”
      of any
      security (a “Security” for purposes of this definition), for all computations
      other than those made pursuant to Section 11(a)(iii) hereof, shall mean the
      average of the daily closing prices per share of such Security for the thirty
      (30) consecutive Trading Days immediately prior to such date, and for purposes
      of computations made pursuant to Section 11(a)(iii) hereof, the Current Per
      Share Market Price of any Security on any date shall be deemed to be the average
      of the daily closing prices per share of such Security for the ten (10)
      consecutive Trading Days immediately prior to such date; provided,
      however,
      that in
      the event that the Current Per Share Market Price of the Security is determined
      during a period following the announcement by the issuer of such Security of
      (i)
      a dividend or distribution on such Security payable in shares of such Security
      or securities convertible into such shares or (ii) any subdivision, combination
      or reclassification of such Security, and prior to the expiration of the
      applicable thirty (30) Trading Day or ten (10) Trading Day period, after the
      ex-dividend date for such dividend or distribution, or the record date for
      such
      subdivision, combination or reclassification, then, and in each such case,
      the
      Current Per Share Market Price shall be appropriately adjusted to reflect the
      current market price per share equivalent of such Security. The closing price
      for each day shall be the last sale price, regular way, or, in case no such
      sale
      takes place on such day, the average of the closing bid and asked prices,
      regular way, in either case as reported in the principal consolidated
      transaction reporting system with respect to securities listed or admitted
      to
      trading on the New York Stock Exchange or Nasdaq or, if the Security is not
      listed or admitted to trading on the New York Stock Exchange or Nasdaq, as
      reported in the principal consolidated transaction reporting system with respect
      to securities listed on the principal national securities exchange on which
      the
      Security is listed or admitted to trading or, if the Security is not listed
      or
      admitted to trading on any national securities exchange, the average of the
      closing bid and asked prices as furnished by a professional market maker making
      a market in the Security selected by the Board of Directors of the Company.
      If
      on any such date no market maker is making a market in the Security, the fair
      value of such shares on such date as determined in good faith by the Board
      of
      Directors of the Company shall be used, whose determination shall be conclusive
      for all purposes. If the Preferred Shares are not publicly traded, the Current
      Per Share Market Price of the Preferred Shares shall be conclusively deemed
      to
      be (x) the Current Per Share Market Price of the Common Shares as determined
      pursuant to this Section 1(j), as appropriately adjusted to reflect any stock
      split, stock dividend or similar transaction occurring after the date hereof,
      multiplied by (y) 1,000. If the Security is not publicly held or so listed
      or
      traded, Current Per Share Market Price shall mean the fair value per share
      as
      determined in good faith by the Board of Directors of the Company, whose
      determination shall be described in a statement filed with the Rights Agent
      and
      shall be conclusive for all purposes.

    
      


      
        
          
            
            

          

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

    


    (l)    “Distribution
      Date”
      shall
      mean the earlier of (i) the Close of Business on the tenth (10th) day (or such
      later date as may be determined by action of the Company’s Board of Directors)
      after the Shares Acquisition Date (or, if the tenth (10th) day after the Shares
      Acquisition Date occurs before the Record Date, the Close of Business on the
      Record Date) or (ii) the Close of Business on the tenth (10th) Business Day
      (or
      such later date as may be determined by action of the Company’s Board of
      Directors) after the date that a tender or exchange offer by any Person (other
      than the Company, any Subsidiary of the Company, any employee benefit plan
      of
      the Company or of any Subsidiary of the Company, or any Person or entity
      organized, appointed or established by the Company for or pursuant to the terms
      of any such plan) is first published or sent or given within the meaning of
      Rule
      14d-2(a) of the General Rules and Regulations under the Exchange Act, if,
      assuming the successful consummation thereof, such Person would be an Acquiring
      Person.

    


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

    


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

    


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

    


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

    


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

    


    (r)    “Final
      Expiration Date”
      shall
      mean the Close of Business on March 23, 2017.

    


    (s)    “Nasdaq”
      shall
      mean The Nasdaq Stock Market, Inc.

     

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

    


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

    


    (v)    “Preferred
      Shares”
      shall
      mean shares of Series B Preferred Stock, par value $0.001 per share, of the
      Company.

    


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

    


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

    


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

    
      


      
        
          
            
            

          

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

    


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

    


    (bb)    “Rights
      Agent”
      shall
      mean (i) American Stock Transfer and Trust Company, (ii) its successor or
      replacement as provided in Sections 19 and 21 hereof, and (iii) any co-Rights
      Agent appointed pursuant to Section 2 hereof.

    


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

    


    (dd)    “Rights
      Dividend Declaration Date”
      shall
      have the meaning set forth in the recitals at the beginning of this
      Agreement.

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    
      


      
        
          
            
            

          

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

    


    Section
      2.    Appointment
      of Rights Agent.    The
      Company hereby appoints the Rights Agent to act as agent for the Company in
      accordance with the terms and conditions hereof, and the Rights Agent hereby
      accepts such appointment. The Company may from time to time appoint such
      co-Rights Agents as it may deem necessary or desirable, upon ten (10) days’
prior written notice to the Rights Agent.

    


    Section
      3.    Issuance
      of Rights Certificates.

    


    (a)    Until
      the Distribution Date, (i) the Rights will be evidenced (subject to the
      provisions of Sections 3(b) and 3(c) hereof) by the certificates for Common
      Shares registered in the names of the holders thereof (which certificates shall
      also be deemed to be Rights Certificates) and not by separate Rights
      Certificates and (ii) the right to receive Rights Certificates will be
      transferable only in connection with the transfer of Common Shares. Until the
      earlier of the Distribution Date or the Expiration Date, the surrender for
      transfer of certificates for Common Shares shall also constitute the surrender
      for transfer of the Rights associated with the Common Shares represented
      thereby. As soon as practicable after the Distribution Date, the Company will
      prepare and execute, the Rights Agent will countersign, and the Company will
      send or cause to be sent (and the Rights Agent will, if requested, send) by
      first-class, postage-prepaid mail, to each record holder of Common Shares as
      of
      the Close of Business on the Distribution Date, at the address of such holder
      shown on the records of the Company, a Rights Certificate evidencing one Right
      for each Common Share so held, subject to adjustment as provided herein. In
      the
      event that an adjustment in the number of Rights per Common Share has been
      made
      pursuant to Section 11 hereof, then at the time of distribution of the Rights
      Certificates, the Company shall make the necessary and appropriate rounding
      adjustments (in accordance with Section 14(a) hereof) so that Rights
      Certificates representing only whole numbers of Rights are distributed and
      cash
      is paid in lieu of any fractional Rights (in accordance with Section 14(a)
      hereof). As of the Distribution Date, the Rights will be evidenced solely by
      such Rights Certificates and may be transferred by the transfer of the Rights
      Certificates as permitted hereby, separately and apart from any transfer of
      Common Shares, and the holders of such Rights Certificates as listed in the
      records of the Company or any transfer agent or registrar for the Rights shall
      be the record holders thereof.

    


    (b)    On
      the Record Date or as soon as practicable thereafter, the Company will send
      a
      copy of the Summary of Rights by first-class, postage-prepaid mail, to each
      record holder of Common Shares as of the Close of Business on the Record Date,
      at the address of such holder shown on the records of the Company’s transfer
      agent and registrar. With respect to certificates for Common Shares outstanding
      as of the Record Date, until the Distribution Date, the Rights will be evidenced
      by such certificates registered in the names of the holders thereof together
      with the Summary of Rights.

    


    (c)    Unless
      the Company’s Board of Directors by resolution adopted at or before the time of
      the issuance of any Common Shares after the Record Date but prior to the earlier
      of the Distribution Date or the Expiration Date (or, in certain circumstances
      provided in Section 22 hereof, after the Distribution Date) specifies to the
      contrary, Rights shall be issued in respect of all Common Shares that are so
      issued, and Certificates representing such Common Shares shall also be deemed
      to
      be certificates for Rights, and shall bear the following legend:

    


    THIS
      CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS
      AS
      SET FORTH IN A PREFERRED STOCK RIGHTS AGREEMENT BETWEEN INTERNAP NETWORK
      SERVICES CORPORATION AND AMERICAN STOCK TRANSFER AND TRUST COMPANY, AS THE
      RIGHTS AGENT, DATED AS OF APRIL 11, 2007 (THE “RIGHTS AGREEMENT”), THE TERMS OF
      WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON
      FILE
      AT THE PRINCIPAL EXECUTIVE OFFICES OF INTERNAP NETWORK SERVICES CORPORATION
      UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE 

    
      


      
        
          
            
            

          

          
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    RIGHTS
      AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL
      NO
      LONGER BE EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO THE HOLDER
      OF
      THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT WITHOUT CHARGE AFTER RECEIPT
      OF
      A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS
      AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES
      AN
      ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE
      DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF
      SUCH
      PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID.

    


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

    


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

    


    Section
      4.    Form
      of Rights Certificates.

    


    (a)    The
      Rights Certificates (and the forms of election to purchase Preferred Shares
      and
      of assignment to be printed on the reverse thereof) shall be substantially
      in
      the form of Exhibit
      B
      hereto
      and may have such marks of identification or designation and such legends,
      summaries or endorsements printed thereon as the Company may deem appropriate,
      and which are not inconsistent with the provisions of this Agreement, or as
      may
      be required to comply with any applicable law or with any rule or regulation
      made pursuant thereto or with any rule or regulation of any stock exchange
      or a
      national market system, on which the Rights may from time to time be listed
      or
      included, or to conform to usage. Subject to the provisions of Section 11 and
      Section 22 hereof, the Rights Certificates, whenever distributed, shall be
      dated
      as of the Record Date (or in the case of Rights issued with respect to Common
      Shares issued by the Company after the Record Date, as of the date of issuance
      of such Common Shares) and on their face shall entitle the holders thereof
      to
      purchase such number of one-thousandths (0.001) of a Preferred Share as shall
      be
      set forth therein at the price set forth therein (such exercise price per one
      one-thousandth (0.001) of a Preferred Share being hereinafter referred to as
      the
“Exercise
      Price”
      and the
      aggregate Exercise Price of all Preferred Shares issuable upon exercise of
      one
      Right being hereinafter referred to as the“Total
      Exercise Price”),
      but
      the number and type of securities purchasable upon the exercise of each Right
      and the Exercise Price shall be subject to adjustment as provided
      herein.

    


    (b)    Any
      Rights Certificate issued pursuant to Section 3(a) or Section 22 hereof that
      represents Rights beneficially owned by: (i) an Acquiring Person or any
      Associate or Affiliate of an Acquiring Person, (ii) a Post-Event Transferee,
      (iii) a Pre-Event Transferee or (iv) any subsequent transferee receiving
      transferred Rights from a Post-Event Transferee or a Pre-Event Transferee,
      either directly or through one or more intermediate transferees, and any Rights
      Certificate issued pursuant to Section 6 or Section 11 hereof upon transfer,
      exchange, replacement or adjustment of any other Rights Certificate referred
      to
      in this sentence, shall contain (to the extent feasible) the following
      legend:

    
      


      
        
          
            
            

          

          
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    THE
      RIGHTS REPRESENTED BY THIS RIGHTS CERTIFICATE ARE OR WERE BENEFICIALLY OWNED
      BY
      A PERSON WHO WAS OR BECAME AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE OF
      AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE PREFERRED STOCK RIGHTS
      AGREEMENT BETWEEN INTERNAP NETWORK SERVICES CORPORATION AND AMERICAN STOCK
      TRANSFER AND TRUST COMPANY, AS THE RIGHTS AGENT, DATED AS OF APRIL 11, 2007
      (THE
“RIGHTS AGREEMENT”)). ACCORDINGLY, THIS RIGHTS CERTIFICATE AND THE RIGHTS
      REPRESENTED HEREBY MAY BECOME NULL AND VOID IN THE CIRCUMSTANCES SPECIFIED
      IN
      SECTION 7(e) OF THE RIGHTS AGREEMENT.

    


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

    


    (b)    Following
      the Distribution Date, the Rights Agent will keep or cause to be kept, at its
      office designated for such purposes, books for registration and transfer of
      the
      Rights Certificates issued hereunder. Such books shall show the names and
      addresses of the respective holders of the Rights Certificates, the number
      of
      Rights evidenced on its face by each of the Rights Certificates and the date
      of
      each of the Rights Certificates.

    


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

    


    (a)    Subject
      to the provisions of Sections 7(e), 14 and 24 hereof, at any time after the
      Close of Business on the Distribution Date, and at or prior to the Close of
      Business on the Expiration Date, any Rights Certificate or Rights Certificates
      may be transferred, split up, combined or exchanged for another Rights
      Certificate or Rights Certificates, entitling the registered holder to purchase
      a like number of one-thousandths (0.001) of a Preferred Share (or, following
      a
      Triggering Event, other securities, cash or other assets, as the case may be)
      as
      the Rights Certificate or Rights Certificates surrendered then entitled such
      holder to purchase. Any registered holder desiring to transfer, split up,
      combine or exchange any Rights Certificate or Rights Certificates shall make
      such request in writing delivered to the Rights Agent, and shall surrender
      the
      Rights Certificate or Rights Certificates to be transferred, split up, combined
      or exchanged at the office of the Rights Agent designated for such purpose.
      Neither the Rights Agent nor the Company shall be obligated to take any action
      whatsoever with respect to the transfer of any such surrendered Rights
      Certificate until the registered holder shall have completed and signed the
      certificate contained in the form of assignment on the reverse side of such
      Rights Certificate and shall have provided such additional evidence of the
      identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates
      or
      Associates thereof as the Company shall reasonably request. Thereupon the Rights
      Agent shall, subject to Sections 7(e), 14 and 24 hereof, countersign and deliver
      to the Person entitled thereto a Rights Certificate or Rights Certificates,
      as
      the case may be, as so requested. The Company may require payment from the
      registered holder of a sum sufficient to cover any tax or governmental charge
      that may be imposed in connection with any transfer, split up, combination
      or
      exchange of Rights Certificates. The Rights Agent shall have no duty or
      obligation under this Section unless and until it is satisfied that all such
      taxes and/or governmental charges have been paid.

    
      


      
        
          
            
            

          

          
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    (b)    Upon
      receipt by the Company and the Rights Agent of evidence reasonably satisfactory
      to them of the loss, theft, destruction or mutilation of a Rights Certificate,
      and, in case of loss, theft or destruction, of indemnity or security
      satisfactory to them, and, at the Company’s request, reimbursement to the
      Company and the Rights Agent of all reasonable expenses incidental thereto,
      and
      upon surrender to the Rights Agent and cancellation of the Rights Certificate
      if
      mutilated, the Company will make and deliver a new Rights Certificate of like
      tenor to the Rights Agent for countersignature and delivery to the registered
      holder in lieu of the Rights Certificate so lost, stolen, destroyed or
      mutilated.

    


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

    


    (a)    The
      registered holder of any Rights Certificate may exercise the Rights evidenced
      thereby (except as otherwise provided herein) in whole or in part at any time
      after the Distribution Date and prior to the Close of Business on the Expiration
      Date by surrender of the Rights Certificate, with the form of election to
      purchase on the reverse side thereof duly executed, to the Rights Agent at
      the
      office of the Rights Agent designated for such purpose, together with payment
      of
      the Exercise Price for each one-thousandth (0.001) of a Preferred Share (or,
      following a Triggering Event, other securities, cash or other assets as the
      case
      may be) as to which the Rights are exercised.

    


    (b)    The
      Exercise Price for each one-thousandth (0.001) of a Preferred Share issuable
      pursuant to the exercise of a Right shall initially be $100, shall be subject
      to
      adjustment from time to time as provided in Sections 11 and 13 hereof and shall
      be payable in lawful money of the United States of America in accordance with
      paragraph (c) below.

    


    (c)    Upon
      receipt of a Rights Certificate representing exercisable Rights, with the form
      of election to purchase duly executed, accompanied by payment of the Exercise
      Price for the number of one-thousandths (0.001) of a Preferred Share (or,
      following a Triggering Event, other securities, cash or other assets as the
      case
      may be) to be purchased and an amount equal to any applicable tax or
      governmental charge required to be paid by the holder of such Rights Certificate
      in accordance with Section 9(e) hereof, the Rights Agent shall, subject to
      Section 20(k) hereof, thereupon promptly (i) (A) requisition from any transfer
      agent of the Preferred Shares (or make available, if the Rights Agent is the
      transfer agent for the Preferred Shares) a certificate or certificates for
      the
      number of one-thousandths (0.001) of a Preferred Share (or, following a
      Triggering Event, other securities, cash or other assets as the case may be)
      to
      be purchased and the Company hereby irrevocably authorizes its transfer agent
      to
      comply with all such requests or (B) if the Company shall have elected to
      deposit the total number of one-thousandths (0.001) of a Preferred Share (or,
      following a Triggering Event, other securities, cash or other assets as the
      case
      may be) issuable upon exercise of the Rights hereunder with a depository agent,
      requisition from the depository agent depository receipts representing such
      number of one-thousandths (0.001) of a Preferred Share (or, following a
      Triggering Event, other securities, cash or other assets as the case may be)
      as
      are to be purchased (in which case certificates for the Preferred Shares (or,
      following a Triggering Event, other securities, cash or other assets as the
      case
      may be) represented by such receipts shall be deposited by the transfer agent
      with the depository agent) and the Company hereby directs the depository agent
      to comply with such request, (ii) when appropriate, requisition from the Company
      the amount of cash to be paid in lieu of issuance of fractional shares in
      accordance with Section 14 hereof, (iii) after receipt of such certificates
      or
      depository receipts, cause the same to be delivered to or upon the order of
      the
      registered holder of such Rights Certificate, registered in such name or names
      as may be designated by such holder and (iv) when appropriate, after receipt
      thereof, deliver such cash to or upon the order of the registered holder of
      such
      Rights Certificate. The payment of the Exercise Price (as such amount may be
      reduced (including to zero) pursuant to Section 11(a)(iii) hereof) and an amount
      equal to any applicable transfer tax required to be paid by the holder of such
      Rights Certificate in accordance with Section 9(e) hereof, may be made in cash
      or by certified bank check, cashier’s check or bank draft payable to the order
      of the Company. In the event that the Company is obligated to issue securities
      of the Company other than Preferred Shares, pay cash and/or distribute other
      property pursuant to Section 11(a) hereof, the Company will make all
      arrangements necessary so that such other securities, cash and/or other property
      are available for distribution by the Rights Agent, if and when necessary to
      comply with this Agreement.

    
      


      
        
          
            
            

          

          
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    (d)    In
      case the registered holder of any Rights Certificate shall exercise less than
      all the Rights evidenced thereby, a new Rights Certificate evidencing Rights
      equivalent to the Rights remaining unexercised shall be issued by the Rights
      Agent to the registered holder of such Rights Certificate or to his or her
      duly
      authorized assigns, subject to the provisions of Section 6 and Section 14
      hereof.

    


    (e)    Notwithstanding
      anything in this Agreement to the contrary, from and after the first occurrence
      of a Section 11(a)(ii) Event, any Rights beneficially owned by (i) an Acquiring
      Person or an Associate or Affiliate of an Acquiring Person, (ii) a transferee
      of
      an Acquiring Person (or of any such Associate or Affiliate) who becomes a
      transferee after the Acquiring Person becomes such (a“Post-Event
      Transferee”),
      (iii)
      a transferee of an Acquiring Person (or of any such Associate or Affiliate)
      who
      becomes a transferee prior to or concurrently with the Acquiring Person becoming
      such and receives such Rights pursuant to either (A) a transfer (whether or
      not
      for consideration) from the Acquiring Person to holders of equity interests
      in
      such Acquiring Person or to any Person with whom the Acquiring Person has any
      continuing agreement, arrangement or understanding regarding the transferred
      Rights or (B) a transfer which the Company’s Board of Directors has determined
      is part of a plan, arrangement or understanding which has as a primary purpose
      or effect the avoidance of this Section 7(e) (a“Pre-Event
      Transferee”)
      or (iv)
      any subsequent transferee receiving transferred Rights from a Post-Event
      Transferee or a Pre-Event Transferee, either directly or through one or more
      intermediate transferees, shall become null and void without any further action
      and no holder of such Rights shall have any rights whatsoever with respect
      to
      such Rights, whether under any provision of this Agreement or otherwise. The
      Company shall notify the Rights Agent when this Section 7(e) and Section 4(b)
      applies and shall use all reasonable efforts to ensure that the provisions
      of
      this Section 7(e) and Section 4(b) hereof are complied with, but neither the
      Rights Agent nor the Company shall have any liability to any holder of Rights
      Certificates or to any other Person as a result of the Company’s failure to make
      any determinations with respect to an Acquiring Person or any of such Acquiring
      Person’s Affiliates, Associates or transferees hereunder.

    


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

    


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

    
      


      
        
          
            
            

          

          
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    Section
      9.    Reservation
      and Availability of Preferred Shares.

    


    (a)    The
      Company covenants and agrees that it will use its best efforts to cause to
      be
      reserved and kept available out of its authorized and unissued Preferred Shares
      not reserved for another purpose (and, following the occurrence of a Section
      11(a)(ii) Event, out of its authorized and unissued Common Shares and/or other
      securities), the number of Preferred Shares (and, following the occurrence
      of
      the Section 11(a)(ii) Event, Common Shares and/or other securities) that will
      be
      sufficient to permit the exercise in full of all outstanding Rights in
      accordance with this Agreement.

    


    (b)    If
      the Company shall hereafter list any of its Preferred Shares on a national
      securities exchange, then so long as the Preferred Shares (and, following the
      occurrence of a Section 11(a)(ii) Event, Common Shares and/or other securities)
      issuable and deliverable upon exercise of the Rights may be listed on such
      exchange, the Company shall use its best efforts to cause, from and after such
      time as the Rights become exercisable (but only to the extent that the Company’s
      Board of Directors determines that it is reasonably likely that the Rights
      will
      be exercised), all shares reserved for such issuance to be listed on such
      exchange upon official notice of issuance upon such exercise.

    


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

    


    (d)    The
      Company covenants and agrees that it will take all such action as may be
      necessary to ensure that all Preferred Shares (or other securities of the
      Company) delivered upon exercise of Rights shall, at the time of delivery of
      the
      certificates for such securities (subject to payment of the Exercise Price),
      be
      duly and validly authorized and issued and fully paid and
      nonassessable.

    


    (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 original
      issuance or delivery of the Rights Certificates or of any Preferred Shares
      (or
      other securities of the Company) upon the exercise of Rights. The Company shall
      not, however, be required to pay any 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 certificates or depository receipts for
      the
      Preferred Shares (or other securities of the Company) in a name other than
      that
      of, the registered holder of the Rights Certificate evidencing Rights
      surrendered for exercise or to issue or to deliver any certificates or
      depository receipts for Preferred Shares (or other securities of the Company)
      upon the exercise of any Rights until any such tax and charge shall have been
      paid (any such tax and charge 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.

    
      


      
        
          
            
            

          

          
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    Section
      10.    Record
      Date.    Each
      Person in whose name any certificate for a number of one-thousandths (0.001)
      of
      a Preferred Share (or other securities of the Company) is issued upon the
      exercise of Rights shall for all purposes be deemed to have become the holder
      of
      record of Preferred Shares (or other securities of the Company) 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
      Total
      Exercise Price with respect to which the Rights have been exercised (and any
      applicable transfer taxes and charges) was made; provided,
      however,
      that if
      the date of such surrender and payment is a date upon which the transfer books
      of the Company are closed, such Person shall be deemed to have become the record
      holder of such shares on, and such certificate shall be dated, the next
      succeeding Business Day on which the transfer books of the Company are open.
      Prior to the exercise of the Rights evidenced thereby, the holder of a Rights
      Certificate shall not be entitled to any rights of a holder of Preferred Shares
      (or other securities of the Company) for which the Rights shall be exercisable,
      including, without limitation, the right to vote, to receive dividends or other
      distributions or to exercise any preemptive rights, and shall not be entitled
      to
      receive any notice of any proceedings of the Company, except as provided
      herein.

    


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

    


    (a)    (i)    In
      the event that the Company shall at any time after the date of this Agreement
      (A) declare a dividend on the Preferred Shares payable in Preferred Shares,
      (B)
      subdivide the outstanding Preferred Shares, (C) combine the outstanding
      Preferred Shares (by reverse stock split or otherwise) into a smaller number
      of
      Preferred Shares, or (D) issue any shares of its capital stock in a
      reclassification of the Preferred Shares (including any such reclassification
      in
      connection with a consolidation or merger in which the Company is the continuing
      or surviving corporation), then, in each such event, except as otherwise
      provided in this Section 11 and Section 7(e) hereof: (1) the Exercise Price
      in
      effect at the time of the record date for such dividend or of the effective
      date
      of such subdivision, combination or reclassification shall be adjusted so that
      the Exercise Price thereafter shall equal the result obtained by dividing the
      Exercise Price in effect immediately prior to such time by a fraction (the
      “Adjustment
      Fraction”),
      the
      numerator of which shall be the total number of Preferred Shares (or shares
      of
      capital stock issued in such reclassification of the Preferred Shares)
      outstanding immediately following such time and the denominator of which shall
      be the total number of Preferred Shares outstanding immediately prior to such
      time; provided,
      however,
      that in
      no event shall the consideration to be paid upon the exercise of one Right
      be
      less than the aggregate par value of the shares of capital stock of the Company
      issuable upon exercise of such Right; and (2) the number of one-thousandths
      (0.001) of a Preferred Share (or share of such other capital stock) issuable
      upon the exercise of each Right shall equal the number of one-thousandths
      (0.001) of a Preferred Share (or share of such other capital stock) as was
      issuable upon exercise of a Right immediately prior to the occurrence of the
      event described in clauses (A)-(D) of this Section 11(a)(i), multiplied by
      the
      Adjustment Fraction; provided,
      however,
      that,
      no such adjustment shall be made pursuant to this Section 11(a)(i) to the extent
      that there shall have simultaneously occurred an event described in clause
      (A),
      (B), (C) or (D) of Section 11(n) with a proportionate adjustment being made
      thereunder. Each Common Share that shall become outstanding after an adjustment
      has been made pursuant to this Section 11(a)(i) shall have associated with
      it
      the number of Rights, exercisable at the Exercise Price and for the number
      of
      one-thousandths (0.001) of a Preferred Share (or shares of such other capital
      stock) as one Common Share has associated with it immediately following the
      adjustment made pursuant to this Section 11(a)(i).

    
      


      
        
          
            
            

          

          
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    (ii)    Subject
      to Section 24 of this Agreement, in the event that any Person becomes an
      Acquiring Person, then promptly following such event each holder of a Right,
      except as provided in Section 7(e) hereof, shall thereafter have the right
      to
      receive for each Right, upon exercise thereof in accordance with the terms
      of
      this Agreement and payment of the Exercise Price in effect immediately prior
      to
      the occurrence of such event, in lieu of a number of one-thousandths (0.001)
      of
      a Preferred Share, such number of Common Shares of the Company as shall equal
      the quotient obtained by dividing (A) the product obtained by multiplying (1)
      the Exercise Price in effect immediately prior to the occurrence of such event
      by (2) the number of one-thousandths (0.001) of a Preferred Share for which
      a
      Right was exercisable (or would have been exercisable if the Distribution Date
      had occurred) immediately prior to the first occurrence of such event, by (B)
      fifty percent (50%) of the Current Per Share Market Price for Common Shares
      on
      the date of occurrence of the Triggering Event; provided,
      however,
      that
      the Exercise Price and the number of Common Shares of the Company so receivable
      upon exercise of a Right shall be subject to further adjustment as appropriate
      in accordance with Section 11(e) hereof to reflect any events occurring in
      respect of the Common Shares of the Company after the occurrence of such
      event.

    


    (iii)    In
      lieu of issuing Common Shares in accordance with Section 11(a)(ii) hereof,
      the
      Company may, if the Company’s Board of Directors determines that such action is
      necessary or appropriate and not contrary to the interest of holders of Rights
      and, in the event that the number of Common Shares which are authorized by
      the
      Company’s Certificate of Incorporation but not outstanding or reserved for
      issuance for purposes other than upon exercise of the Rights are not sufficient
      to permit the exercise in full of the Rights, or if any necessary regulatory
      approval for such issuance has not been obtained by the Company, the Company
      shall: (A) determine the excess of (1) the value of the Common Shares issuable
      upon the exercise of a Right (the“Current
      Value”)
      over
      (2) the Exercise Price (such excess, the“Spread”)
      and (B)
      with respect to each Right, make adequate provision to substitute for such
      Common Shares, upon exercise of the Rights, (1) cash, (2) a reduction in the
      Exercise Price, (3) other equity securities of the Company (including, without
      limitation, shares or units of shares of any series of preferred stock which
      the
      Company’s Board of Directors has deemed to have the same value as Common Shares
      (such shares or units of shares of preferred stock are herein called“Common
      Stock Equivalents”)),
      except to the extent that the Company has not obtained any necessary stockholder
      or regulatory approval for such issuance, (4) debt securities of the Company,
      except to the extent that the Company has not obtained any necessary stockholder
      or regulatory approval for such issuance, (5) other assets or (6) any
      combination of the foregoing, having an aggregate value equal to the Current
      Value, where such aggregate value has been determined by the Company’s Board of
      Directors based upon the advice of a nationally recognized investment banking
      firm selected by the Company’s Board of Directors; provided,
      however,
      that if
      the Company shall not have made adequate provision to deliver value pursuant
      to
      clause (B) above within thirty (30) days following the later of (x) the first
      occurrence of a Section 11(a)(ii) Event and (y) the date on which the Company’s
      right of redemption pursuant to

    
      


      
        
          
            
            

          

          
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    Section
      23(a) expires (the later of (x) and (y) being referred to herein as the
“Section
      11(a)(ii) Trigger
      Date”),
      then
      the Company shall be obligated to deliver, upon the surrender for exercise
      of a
      Right and without requiring payment of the Exercise Price, Common Shares (to
      the
      extent available), except to the extent that the Company has not obtained any
      necessary stockholder or regulatory approval for such issuance, and then, if
      necessary, cash, which shares and/or cash have an aggregate value equal to
      the
      Spread. If the Company’s Board of Directors shall determine in good faith that
      it is likely that sufficient additional Common Shares could be authorized for
      issuance upon exercise in full of the Rights or that any necessary regulatory
      approval for such issuance will be obtained, the thirty (30) day period set
      forth above may be extended to the extent necessary, but not more than ninety
      (90) days after the Section 11(a)(ii) Trigger Date, in order that the Company
      may seek stockholder approval for the authorization of such additional shares
      or
      take action to obtain such regulatory approval (such period, as it may be
      extended, the “Substitution
      Period”).
      To the
      extent that the Company determines that some action need be taken pursuant
      to
      the first and/or second sentences of this Section 11(a)(iii), the Company (x)
      shall provide, subject to Section 7(e) hereof, that such action shall apply
      uniformly to all outstanding Rights and (y) may suspend the exercisability
      of
      the Rights until the expiration of the Substitution Period in order to seek
      any
      authorization of additional shares, to take any action to obtain any required
      regulatory approval and/or to decide the appropriate form of distribution to
      be
      made pursuant to such first sentence and to determine the value thereof. In
      the
      event of any such suspension, the Company shall promptly notify the Rights
      Agent
      thereof and shall issue a public announcement (with prompt notice thereof to
      the
      Rights Agent) stating that the exercisability of the Rights has been temporarily
      suspended, as well as a public announcement (with prompt notice thereof to
      the
      Rights Agent) at such time as the suspension is no longer in effect. For
      purposes of this Section 11(a)(iii), the value of the Common Shares shall be
      the
      Current Per Share Market Price of the Common Shares on the Section 11(a)(ii)
      Trigger Date and the value of any Common Stock Equivalent shall be deemed to
      have the same value as the Common Shares on such date.

    


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

    
      


      
        
          
            
            

          

          
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    (c)    In
      case the Company shall, at any time after the date of this Agreement, fix a
      record date for the making of a distribution to all holders of the Preferred
      Shares or of any class or series of Equivalent Shares (including any such
      distribution made in connection with a consolidation or merger in which the
      Company is the continuing or surviving Person) of evidences of indebtedness
      or
      assets (other than a regular quarterly cash dividend, if any, or a dividend
      payable in Preferred Shares) or subscription rights, options or warrants
      (excluding those referred to in Section 11(b)), then, in each such case, the
      Exercise Price to be in effect after such record date shall be determined by
      multiplying the Exercise Price in effect immediately prior to such record date
      by a fraction, the numerator of which shall be the Current Per Share Market
      Price of a Preferred Share or an Equivalent Share on such record date, less
      the
      fair market value per Preferred Share or Equivalent Share (as determined in
      good
      faith by the Board of Directors of the Company, whose determination shall be
      described in a statement filed with the Rights Agent and shall be conclusive
      for
      all purposes) of the portion of the cash, assets or evidences of indebtedness
      so
      to be distributed or of such subscription rights or warrants applicable to
      a
      Preferred Share or Equivalent Share, as the case may be, and the denominator
      of
      which shall be such Current Per Share Market Price of a Preferred Share or
      Equivalent Share on such record date; provided,
      however,
      that in
      no event shall the consideration to be paid upon the exercise of one Right
      be
      less than the aggregate par value of the shares of capital stock of the Company
      issuable upon exercise of one Right. Such adjustments shall be made successively
      whenever such a record date is fixed, and in the event that such distribution
      is
      not so made, the Exercise Price shall be adjusted to be the Exercise Price
      which
      would have been in effect if such record date had not been fixed.

    


    (d)    Anything
      herein to the contrary notwithstanding, no adjustment in the Exercise Price
      shall be required unless such adjustment would require an increase or decrease
      of at least one percent (1%) of the Exercise Price; provided,
      however,
      that
      any adjustments which by reason of this Section 11(d) are not required to be
      made shall be carried forward and taken into account in any subsequent
      adjustment. All calculations under this Section 11 shall be made to the nearest
      cent or to the nearest ten-thousandth (0.0001) of a Common Share or other share
      or one hundred-thousandth (0.00001) of a Preferred Share, as the case may be.
      Notwithstanding the first sentence of this Section 11(d), any adjustment
      required by this Section 11 shall be made no later than the earlier of (i)
      three
      (3) years from the date of the transaction which requires such adjustment or
      (ii) the Expiration Date.

    


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

    


    (f)    All
      Rights originally issued by the Company subsequent to any adjustment made to
      the
      Exercise Price hereunder shall evidence the right to purchase, at the adjusted
      Exercise Price, the number of one-thousandths (0.001) of a Preferred Share
      purchasable from time to time hereunder upon exercise of the Rights, all subject
      to further adjustment as provided herein.

    


    (g)    Unless
      the Company shall have exercised its election as provided in Section 11(h),
      upon
      each adjustment of the Exercise Price as a result of the calculations made
      in
      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 Exercise Price, that number of Preferred Shares (calculated to the
      nearest one hundred-thousandth (0.00001) of a share) obtained by (i) multiplying
      (x) the number of Preferred Shares covered by a Right immediately prior to
      this
      adjustment, by (y) the Exercise Price in effect immediately prior to such
      adjustment of the Exercise Price, and (ii) dividing the product so obtained
      by
      the Exercise Price in effect immediately after such adjustment of the Exercise
      Price.

    
      


      
        
          
            
            

          

          
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    (h)    The
      Company may elect on or after the date of any adjustment of the Exercise Price
      to adjust the number of Rights, in substitution for any adjustment in the number
      of Preferred Shares purchasable upon the exercise of a Right. Each of the Rights
      outstanding after such adjustment of the number of Rights shall be exercisable
      for the number of one-thousandths (0.001) of a Preferred Share for which a
      Right
      was exercisable immediately prior to such adjustment. Each Right held of record
      prior to such adjustment of the number of Rights shall become that number of
      Rights (calculated to the nearest one hundred-thousandth (0.00001)) obtained
      by
      dividing the Exercise Price in effect immediately prior to adjustment of the
      Exercise Price by the Exercise Price in effect immediately after adjustment
      of
      the Exercise Price. The Company shall make a public announcement and promptly
      notify 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 Exercise Price is adjusted or any day thereafter, but, if any Rights
      Certificates have been issued, shall be at least ten (10) days later than the
      date of the public announcement. If Rights Certificates have been issued, upon
      each adjustment of the number of Rights pursuant to this Section 11(h), the
      Company shall, as promptly as practicable, cause to be distributed to holders
      of
      record of Rights Certificates on such record date Rights Certificates
      evidencing, subject to Section 14 hereof, the additional Rights to which such
      holders shall be entitled as a result of such adjustment, or, at the option
      of
      the Company, shall cause to be distributed to such holders of record in
      substitution and replacement for the Rights Certificates held by such holders
      prior to the date of adjustment, and upon surrender thereof, if required by
      the
      Company, new Rights Certificates evidencing all the Rights to which such holders
      shall be entitled after such adjustment. Rights Certificates so to be
      distributed shall be issued, executed and countersigned in the manner provided
      for herein (and may bear, at the option of the Company, the adjusted Exercise
      Price) and shall be registered in the names of the holders of record of Rights
      Certificates on the record date specified in the public
      announcement.

    


    (i)    Irrespective
      of any adjustment or change in the Exercise Price or the number of Preferred
      Shares issuable upon the exercise of the Rights, the Rights Certificates
      theretofore and thereafter issued may continue to express the Exercise Price
      per
      one one-thousandth (0.001) of a Preferred Share and the number of
      one-thousandths (0.001) of a Preferred Share which were expressed in the initial
      Rights Certificates issued hereunder.

    


    (j)    Before
      taking any action that would cause an adjustment reducing the Exercise Price
      below the par or stated value, if any, of the number of one-thousandths (0.001)
      of a Preferred Share issuable upon exercise of the Rights, the Company shall
      take any corporate action which may, in the opinion of its counsel, be necessary
      in order that the Company may validly and legally issue as fully paid and
      nonassessable shares such number of one-thousandths (0.001) of a Preferred
      Share
      at such adjusted Exercise Price.

    


    (k)    In
      any case in which this Section 11 shall require that an adjustment in the
      Exercise Price be made effective as of a record date for a specified event,
      the
      Company may elect to defer (with prompt written notice thereof to the Rights
      Agent) until the occurrence of such event the issuing to the holder of any
      Right
      exercised after such record date of the number of one-thousandths (0.001) of
      a
      Preferred Share and other capital stock or securities of the Company, if any,
      issuable upon such exercise over and above the number of one-thousandths (0.001)
      of a Preferred Share and other capital stock or securities of the Company,
      if
      any, issuable upon such exercise on the basis of the Exercise Price in effect
      prior to such adjustment; provided,
      however,
      that
      the Company shall deliver to such holder a due bill or other appropriate
      instrument evidencing such holder’s right to receive such additional shares
      (fractional or otherwise) upon the occurrence of the event requiring such
      adjustment.

    
      


      
        
          
            
            

          

          
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    (l)    Anything
      in this Section 11 to the contrary notwithstanding, prior to the Distribution
      Date, the Company shall be entitled to make such adjustments in the Exercise
      Price, in addition to those adjustments expressly required by this Section
      11,
      as and to the extent that it in its sole discretion shall determine to be
      advisable in order that any (i) consolidation or subdivision of the Preferred
      or
      Common Shares, (ii) issuance wholly for cash of any Preferred or Common Shares
      at less than the current market price, (iii) issuance wholly for cash of
      Preferred or Common Shares or securities which by their terms are convertible
      into or exchangeable for Preferred or Common Shares, (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 or Common Shares
      shall
      not be taxable to such stockholders.

    


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

    


    (n)    In
      the event that the Company shall at any time after the date of this Agreement
      (A) declare a dividend on the Common Shares payable in Common Shares, (B)
      subdivide the outstanding Common Shares, (C) combine the outstanding Common
      Shares (by reverse stock split or otherwise) into a smaller number of Common
      Shares, or (D) issue any shares of its capital stock in a reclassification
      of
      the Common Shares (including any such reclassification in connection with a
      consolidation or merger in which the Company is the continuing or surviving
      Person), then, in each such event, except as otherwise provided in this Section
      11(a) and Section 7(e) hereof: (1) each Common Share (or shares of capital
      stock
      issued in such reclassification of the Common Shares) outstanding immediately
      following such time shall have associated with it the number of Rights as were
      associated with one Common Share immediately prior to the occurrence of the
      event described in clauses (A)-(D) above; (2) the Exercise Price in effect
      at
      the time of the record date for such dividend or of the effective date of such
      subdivision, combination or reclassification shall be adjusted so that the
      Exercise Price thereafter shall equal the result obtained by multiplying the
      Exercise Price in effect immediately prior to such time by a fraction, the
      numerator of which shall be the total number of Common Shares outstanding
      immediately prior to the event described in clauses (A)-(D) above, and the
      denominator of which shall be the total number of Common Shares outstanding
      immediately after such event; provided,
      however,
      that in
      no event shall the consideration to be paid upon the exercise of one Right
      be
      less than the aggregate par value of the shares of capital stock of the Company
      issuable upon exercise of such Right; and (3) the number of one-thousandths
      (0.001) of a Preferred Share (or shares of such other capital stock) issuable
      upon the exercise of each Right outstanding after such event shall equal the
      number of one-thousandths (0.001) of a Preferred Share (or shares of such other
      capital stock) as were issuable with respect to one Right immediately prior
      to
      such event. Each Common Share that shall become outstanding after an adjustment
      has been made pursuant to this Section 11(n) shall have associated with it
      the
      number of Rights, exercisable at the Exercise Price and for the number of
      one-thousandths (0.001) of a Preferred Share (or shares of such other capital
      stock) as one Common Share has associated with it immediately following the
      adjustment made pursuant to this Section 11(n). If an event occurs which would
      require an adjustment under both this Section 11(n) and Section 11(a)(ii)
      hereof, the adjustment provided for in this Section 11(n) shall be in addition
      to, and shall be made prior to, any adjustment required pursuant to Section
      11(a)(ii) hereof.

    


    Section
      12.    Certificate
      of Adjusted Exercise Price or Number of Shares.    Whenever
      an adjustment is made as provided in Sections 11 or 13 hereof, the Company
      shall
      promptly (a) prepare a certificate setting forth such adjustment and a brief
      statement of the facts and computations accounting for such adjustment, (b)
      file
      with the Rights Agent and with each transfer agent for the Preferred Shares
      a
      copy of such certificate and (c) mail a brief summary thereof to each holder
      of
      a Rights Certificate in accordance with Section 26 hereof. Notwithstanding
      the
      foregoing sentence, the failure of the Company to make such certification or
      give such notice shall not affect the validity of such adjustment or the force
      or effect of the requirement for such adjustment. The Rights Agent shall be
      fully protected in relying on any such certificate and on any adjustment or
      statement therein contained and shall have no duty or liability with respect
      to,
      and shall not be deemed to have knowledge of, any adjustment or any such event
      unless and until it shall have received such a certificate.

    
      


      
        
          
            
            

          

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

    


    (a)    In
      the event that, following a Person becoming an Acquiring Person, directly or
      indirectly:

    


    (i)    the
      Company shall consolidate with, or merge with and into, any other Person (other
      than a wholly-owned Subsidiary of the Company in a transaction the principal
      purpose of which is to change the state of incorporation of the Company and
      which complies with Section 11(m) hereof);

    


    (ii)    any
      Person shall consolidate with the Company, or merge with and into the Company
      and the Company shall be the continuing or surviving Person of such
      consolidation or merger and, in connection with such merger, all or part of
      the
      Common Shares shall be changed into or exchanged for stock or other securities
      of any other Person (or the Company); or

    


    (iii)    the
      Company shall sell or otherwise transfer (or one or more of its Subsidiaries
      shall sell or otherwise transfer), in one or more transactions, assets or
      earning power aggregating fifty percent (50%) or more of the assets or earning
      power of the Company and its Subsidiaries (taken as a whole) to any other Person
      or Persons (other than the Company or one or more of its wholly owned
      Subsidiaries in one or more transactions, each of which individually (and
      together) complies with Section 11(m) hereof),

    


    then,
      concurrent with and in each such case,

    


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

    


    (B)    such
      Principal Party shall thereafter be liable for, and shall assume, by virtue
      of
      such Section 13 Event, all the obligations and duties of the Company pursuant
      to
      this Agreement;

    


    (C)    the
      term “Company” shall thereafter be deemed to refer to such Principal Party, it
      being specifically intended that the provisions of Section 11 hereof shall
      apply
      only to such Principal Party following the first occurrence of a Section 13
      Event;

    
      


      
        
          
            
            

          

          
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    (D)    such
      Principal Party shall take such steps (including, but not limited to, the
      reservation of a sufficient number of its Common Shares) in connection with
      the
      consummation of any such transaction as may be necessary to ensure that the
      provisions hereof shall thereafter be applicable, as nearly as reasonably may
      be, in relation to its Common Shares thereafter deliverable upon the exercise
      of
      the Rights; and

    


    (E)    upon
      the subsequent occurrence of any consolidation, merger, sale or transfer of
      assets or other extraordinary transaction in respect of such Principal Party,
      each holder of a Right shall thereupon be entitled to receive, upon exercise
      of
      a Right and payment of the Total Exercise Price as provided in this Section
      13(a), such cash, shares, rights, warrants and other property which such holder
      would have been entitled to receive had such holder, at the time of such
      transaction, owned the Common Shares of the Principal Party receivable upon
      the
      exercise of such Right pursuant to this Section 13(a), and such Principal Party
      shall take such steps (including, but not limited to, reservation of shares
      of
      stock) as may be necessary to permit the subsequent exercise of the Rights
      in
      accordance with the terms hereof for such cash, shares, rights, warrants and
      other property.

    


    (F)    For
      purposes hereof, the “earning power” of the Company and its Subsidiaries shall
      be determined in good faith by the Company’s Board of Directors on the basis of
      the operating income of each business operated by the Company and its
      Subsidiaries during the three fiscal years preceding the date of such
      determination (or, in the case of any business not operated by the Company
      or
      any Subsidiary during three full fiscal years preceding such date, during the
      period such business was operated by the Company or any
      Subsidiary).

    


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

    


    (i)    in
      the case of any transaction described in clause (i) or (ii) of Section 13(a)
      hereof: (A) the Person that is the issuer of the securities into which the
      Common Shares are converted in such merger or consolidation, or, if there is
      more than one such issuer, the issuer the Common Shares of which have the
      greatest aggregate market value of shares outstanding, or (B) if no securities
      are so issued, (x) the Person that is the other party to the merger, if such
      Person survives said merger, or, if there is more than one such Person, the
      Person the Common Shares of which have the greatest aggregate market value
      of
      shares outstanding or (y) if the Person that is the other party to the merger
      does not survive the merger, the Person that does survive the merger (including
      the Company if it survives) or (z) the Person resulting from the consolidation;
      and

    


    (ii)    in
      the case of any transaction described in clause (iii) of Section 13(a) hereof,
      the Person that is the party receiving the greatest portion of the assets or
      earning power transferred pursuant to such transaction or transactions, or,
      if
      more than one Person that is a party to such transaction or transactions
      receives the same portion of the assets or earning power so transferred and
      each
      such portion would, were it not for the other equal portions, constitute the
      greatest portion of the assets or earning power so transferred, or if the Person
      receiving the greatest portion of the assets or earning power cannot be
      determined, whichever of such Persons is the issuer of Common
      Shares

    
      


      
        
          
            
            

          

          
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    having
      the greatest aggregate market value of shares outstanding; provided that in
      any
      such case described in the foregoing clause (b)(i) or (b)(ii), if the Common
      Shares of such Person are not at such time or have not been continuously over
      the preceding 12-month period registered under Section 12 of the Exchange Act,
      then (1) if such Person is a direct or indirect Subsidiary of another Person
      the
      Common Shares of which are and have been so registered, the term “Principal
      Party” shall refer to such other Person, or (2) if such Person is a Subsidiary,
      directly or indirectly, of more than one Person, the Common Shares of which
      are
      and have been so registered, the term “Principal Party” shall refer to whichever
      of such Persons is the issuer of Common Shares having the greatest aggregate
      market value of shares outstanding, or (3) if such Person is owned, directly
      or
      indirectly, by a joint venture formed by two or more Persons that are not owned,
      directly or indirectly by the same Person, the rules set forth in clauses (1)
      and (2) above shall apply to each of the owners having an interest in the
      venture as if the Person owned by the joint venture was a Subsidiary of both
      or
      all of such joint venturers, and the Principal Party in each such case shall
      bear the obligations set forth in this Section 13 in the same ration as its
      interest in such Person bears to the total of such interests.

    


    (c)    The
      Company shall not consummate any Section 13 Event unless the Principal Party
      shall have a sufficient number of authorized Common Shares that have not been
      issued or reserved for issuance to permit the exercise in full of the Rights
      in
      accordance with this Section 13 and unless prior thereto the Company and such
      issuer shall have executed and delivered to the Rights Agent a supplemental
      agreement confirming that such Principal Party shall, upon consummation of
      such
      Section 13 Event, assume this Agreement in accordance with Sections 13(a) and
      13(b) hereof, that all rights of first refusal or preemptive rights in respect
      of the issuance of Common Shares of such Principal Party upon exercise of
      outstanding Rights have been waived, that there are no rights, warrants,
      instruments or securities outstanding or any agreements or arrangements which,
      as a result of the consummation of such transaction, would eliminate or
      substantially diminish the benefits intended to be afforded by the Rights and
      that such transaction shall not result in a default by such Principal Party
      under this Agreement, and further providing that, as soon as practicable after
      the date of such Section 13 Event, such Principal Party will:

    


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

    


    (ii)    use
      its best efforts to list (or continue the listing of) the Rights and the
      securities purchasable upon exercise of the Rights on a national securities
      exchange; and

    


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

    


    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 be exercisable in the manner described in Section 13(a)
      (without taking into account any prior adjustment required by
      Section 11(a)(ii)).

    


    (d)    The
      provisions of this Section 13 shall similarly apply to successive mergers or
      consolidations or sales or other transfers.

    


    Section
      14.    Fractional
      Rights and Fractional Shares.

    


    (a)    
      The Company shall not be required to issue fractions of Rights or to distribute
      Rights Certificates that evidence fractional Rights. In lieu of such fractional
      Rights, there shall be paid to the registered holders of the Rights Certificates
      with regard to which such fractional Rights would otherwise be issuable, an
      amount in cash equal to the same fraction of the current market value of a
      whole
      Right. For the purposes of this Section 14(a), the current market value of
      a
      whole Right shall be the closing price of the Rights for the Trading Day
      immediately prior to the date on which such fractional Rights would have been
      otherwise issuable, as determined pursuant to the second sentence of Section
      1(j) hereof.

    
      


      
        
          
            
            

          

          
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    (b)    The
      Company shall not be required to issue fractions of Preferred Shares (other
      than
      fractions that are integral multiples of one one-thousandth (0.001) of a
      Preferred Share) upon exercise of the Rights or to distribute certificates
      which
      evidence fractional Preferred Shares (other than fractions that are integral
      multiples of one one-thousandth (0.001) of a Preferred Share). Interests in
      fractions of Preferred Shares in integral multiples of one one-thousandth
      (0.001) of a Preferred Share may, at the election of the Company, be evidenced
      by depository receipts, pursuant to an appropriate agreement between the Company
      and a depository selected by it; provided,
      that
      such agreement shall provide that the holders of such depository receipts shall
      have all the rights, privileges and preferences to which they are entitled
      as
      beneficial owners of the Preferred Shares represented by such depository
      receipts. In lieu of fractional Preferred Shares that are not integral multiples
      of one one-thousandth (0.001) of a Preferred Share, the Company shall pay to
      the
      registered holders of Rights Certificates at the time such Rights are exercised
      as herein provided an amount in cash equal to the same fraction of the current
      market value of a Preferred Share. For purposes of this Section 14(b), the
      current market value of a Preferred Share shall be (x) one thousand multiplied
      by (y) the closing price of a Common Share (as determined pursuant to the second
      sentence of Section 1(j) hereof) for the Trading Day immediately prior to the
      date of such exercise.

    


    (c)    The
      Company shall not be required to issue fractions of Common Shares or to
      distribute certificates that evidence fractional Common Shares upon the exercise
      or exchange of Rights. In lieu of such fractional Common Shares, the Company
      shall pay to the registered holders of Rights Certificates at the time such
      Rights are exercised as herein provided an amount in cash equal to the same
      fraction of the current market value of a Common Share. For purposes of this
      Section 14(c), the current market value of a Common Share shall be the closing
      price of a Common Share (as determined pursuant to the second sentence of
      Section 1(j) hereof) for the Trading Day immediately prior to the date of such
      exercise.

    


    (d)    The
      holder of a Right by the acceptance of the Right expressly waives his or her
      right to receive any fractional Rights or any fractional shares (other than
      fractions that are integral multiples of one one-thousandth (0.001) of a
      Preferred Share) upon exercise of a Right.

    


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

    


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

    
      


      
        
          
            
            

          

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

     

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

    


    (c)    subject
      to Sections 6(a) and 7(f) hereof, the Company and the Rights Agent may deem
      and
      treat the Person in whose name the Rights Certificate (or, prior to the
      Distribution Date, the associated Common Shares 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 Shares certificate made by anyone other than the Company
      or
      the Rights Agent) for all purposes whatsoever, and neither the Company nor
      the
      Rights Agent shall be affected by any notice to the contrary; and

    


    (d)    notwithstanding
      anything in this Agreement to the contrary, neither the Company nor the Rights
      Agent shall have any liability to any holder of a Right or other Person as
      a
      result of its inability to perform any of its obligations under this Agreement
      by reason of any preliminary or permanent injunction or other order, judgment,
      decree or ruling (whether interlocutory or final) issued by a court or by a
      governmental, regulatory, self-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,
      that
      the Company must use all reasonable efforts to have any such injunction, order,
      judgment, decree or ruling lifted or otherwise overturned as soon as
      possible.

    


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

    


    Section
      18.    Concerning
      the Rights Agent.

    


    (a)    The
      Company agrees to pay to the Rights Agent reasonable compensation for all
      services rendered by it hereunder and, from time to time, on demand of the
      Rights Agent, its reasonable expenses and counsel fees and other disbursements
      incurred in the administration and execution of this Agreement and the exercise
      and performance of its duties hereunder. The Company also agrees to indemnify
      the Rights Agent for, and to hold it harmless against, any loss, liability,
      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, for any action taken, suffered or omitted by
      the
      Rights Agent in connection with the acceptance, administration, exercise and
      performance of its duties under this Agreement, including the costs and expenses
      incurred in defending against any claim of liability.

    
      


      
        
          
            
            

          

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

    


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

    


    (a)    Any
      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 corporate trust, stock transfer or other
      shareholder services business of the Rights Agent or any successor Rights Agent,
      shall be the successor to the Rights Agent under this Agreement without the
      execution or filing of any paper or any further act on the part of any of the
      parties hereto; provided,
      however,
      that
      such Person would be eligible for appointment as a successor Rights Agent under
      the provisions of Section 21 hereof. In case at the time such successor Rights
      Agent shall succeed to the agency created by this Agreement, any of the Rights
      Certificates shall have been countersigned but not delivered, any such successor
      Rights Agent may adopt the countersignature of the predecessor Rights Agent
      and
      deliver such Rights Certificates so countersigned; and in case at that time
      any
      of the Rights Certificates shall not have been countersigned, any successor
      Rights Agent may countersign such Rights Certificates either in the name of
      the
      predecessor Rights Agent or in the name of the successor Rights Agent; and
      in
      all such cases such Rights Certificates shall have the full force provided
      in
      the Rights Certificates and in this Agreement.

    


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

    


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

    


    (a)    The
      Rights Agent may consult with legal counsel (who may be legal counsel for the
      Company or an employee of the Rights Agent), and the opinion of such counsel
      shall be full and complete authorization and protection to the Rights Agent
      as
      to any action taken, suffered or omitted by it in good faith and 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 without
      limitation, the identity of an Acquiring Person and the determination of Current
      Per Share Market Price of any security) 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 any one of the Chairman of the Board, the Chief Executive
      Officer, the President, any Vice President, the Chief Financial Officer, the
      Treasurer, the Secretary or any Assistant Secretary of the Company and delivered
      to the Rights Agent; and such certificate shall be full and complete
      authorization to the Rights Agent for any action taken, suffered or omitted
      in
      good faith by it under the provisions of this Agreement in reliance upon such
      certificate.

    
      


      
        
          
            
            

          

          
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    (c)    The
      Rights Agent shall be liable hereunder to the Company and any other Person
      only
      for its own gross negligence, bad faith or willful misconduct.

    


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

    


    (e)    The
      Rights Agent shall not be under any responsibility in respect of the validity
      of
      this Agreement or the execution and delivery hereof (except the due execution
      hereof by the Rights Agent) or in respect of the validity or execution of any
      Rights Certificate (except its countersignature thereof); nor shall it be
      responsible for any breach by the Company of any covenant or condition contained
      in this Agreement or in any Rights Certificate; nor shall it be liable or
      responsible for any change in the exercisability of the Rights or any adjustment
      in the terms of the Rights (including the manner, method or amount thereof)
      provided for in Sections 3, 11, 13, 23 or 24, or the ascertaining of the
      existence of facts that would require any such change or adjustment (except
      with
      respect to the exercise of Rights evidenced by Rights Certificates after receipt
      by the Rights Agent of a certificate furnished pursuant to Section 12 describing
      such change or adjustment, upon which certificate the Rights Agent may rely);
      nor shall it by any act hereunder be deemed to make any representation or
      warranty as to the authorization or reservation of any Preferred Shares to
      be
      issued pursuant to this Agreement or any Rights Certificate or as to whether
      any
      Preferred Shares will, when issued, be validly authorized and issued, fully
      paid
      and nonassessable.

    


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

    


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

    


    (h)    The
      Rights Agent and any stockholder, director, officer or employee of the Rights
      Agent may, to the extent not otherwise prohibited by applicable law, 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 the Rights Agent were not Rights Agent under this
      Agreement. Nothing herein shall preclude the Rights Agent or any such
      stockholder, director, officer or employee 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 directors,
      officers and employees) or by or through its attorneys or agents, and the Rights
      Agent shall not be answerable or accountable for any act, omission, default,
      neglect or misconduct of any such attorneys or agents or for any loss to the
      Company or any other Person resulting from any such act, omission, default,
      neglect or misconduct; provided,
      however,
      that
      reasonable care was exercised in the selection and continued employment
      thereof.

    
      


      
        
          
            
            

          

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

    


    (k)    If,
      with respect to any Rights Certificate surrendered to the Rights Agent for
      exercise or transfer, the certificate attached to the form of assignment or
      form
      of election to purchase, as the case may be, has either not been completed
      or
      indicates an affirmative response to clause 1 and/or 2 thereof, the Rights
      Agent
      shall not take any further action with respect to such requested exercise or
      transfer without first consulting with the Company.

    


    Section
      21.    Change
      of Rights Agent.    The
      Rights Agent or any successor Rights Agent may resign and be discharged from
      its
      duties under this Agreement upon thirty (30) days’ notice in writing mailed to
      the Company and to each transfer agent of the Preferred Shares and the Common
      Shares by registered or certified mail. The Company may remove the Rights Agent
      or any successor Rights Agent upon thirty (30) days’ notice in writing, mailed
      to the Rights Agent or successor Rights Agent, as the case may be, and to each
      transfer agent of the Preferred Shares and the Common Shares by registered
      or
      certified mail, and to the holders of the Rights Certificates by first-class
      mail. If the Rights Agent shall resign or be removed or shall otherwise become
      incapable of acting, the Company shall appoint a successor to the Rights Agent.
      If the Company shall fail to make such appointment within a period of thirty
      (30) days after giving notice of such removal or after it has been notified
      in
      writing of such resignation or incapacity by the resigning or incapacitated
      Rights Agent or by the holder of a Rights Certificate (who shall, with such
      notice, submit his or her Rights Certificate for inspection by the Company),
      then the registered holder of any Rights Certificate may apply to any court
      of
      competent jurisdiction for the appointment of a new Rights Agent. Any
      successor Rights Agent, whether appointed by the Company or by such a court,
      shall be a corporation organized and doing business under the laws of the United
      States or of the State of State of New York (or of any other state of the United
      States so long as such corporation is authorized to do business as a banking
      institution in the State of State of New York), in good standing, having an
      office in the State of State of New York, which is authorized under such laws
      to
      exercise corporate trust or stock transfer powers and is subject to supervision
      or examination by federal or state authority and which has at the time of its
      appointment as Rights Agent a combined capital and surplus of at least $50
      million. After
      appointment, the successor Rights Agent shall be vested with the same powers,
      rights, duties and responsibilities as if it had been originally named as Rights
      Agent without further act or deed; but the predecessor Rights Agent shall
      deliver and transfer to the successor Rights Agent any property at the time
      held
      by it hereunder, and execute and deliver any further assurance, conveyance,
      act
      or deed necessary for the purpose. Not later than the effective date of any
      such
      appointment, the Company shall file notice thereof in writing with the
      predecessor Rights Agent and each transfer agent of the Preferred Shares and
      the
      Common Shares, and mail a notice thereof in writing to the registered holders
      of
      the Rights Certificates. Failure to give any notice provided for in this
      Section 21, however, or any defect therein, shall not affect the legality
      or validity of the resignation or removal of the Rights Agent or the appointment
      of the successor Rights Agent, as the case may be.

    


    Section
      22.    Issuance
      of New Rights Certificates.    Notwithstanding
      any of the provisions of this Agreement or of the Rights to the contrary, the
      Company may, at its option, issue new Rights Certificates evidencing Rights
      in
      such form as may be approved by its Board of Directors to reflect any adjustment
      or change in the Exercise Price and the number or kind or class of shares or
      other securities or property purchasable under the Rights Certificates made
      in
      accordance with the provisions of this Agreement. In addition, in connection
      with the issuance or sale of Common Shares following the Distribution Date
      and
      prior to the earlier of the redemption or expiration of the Rights, the Company
      (a) shall, with respect to Common Shares so issued or sold pursuant to the
      exercise of stock options or under any employee plan or arrangement, granted
      or
      awarded prior to the Distribution Date, or upon the exercise, conversion or
      exchange of other securities of the Company issued by the Company prior to
      the
      Distribution Date and (b) may, in any other case, if deemed necessary or


    
      


      
        
          
            
            

          

          
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    appropriate
      by the Board of Directors of the Company, issue Rights Certificates representing
      the appropriate number of Rights in connection with such issuance or sale;
      provided,
      however,
      that
      (i) no such Rights Certificate shall be issued if, and to the extent that,
      the
      company shall be advised by counsel that such issuance would create a
      significant risk of or result in material adverse tax consequences to the
      Company or the Person to whom such Rights Certificate would be issued or would
      create a significant risk of or result in such options’ or employee plans’ or
      arrangements’ failing to qualify for otherwise available special tax treatment
      and (ii) no such Rights Certificate shall be issued if, and to the extent that,
      appropriate adjustment shall otherwise have been made in lieu of the issuance
      thereof.

    


    Section
      23.    Redemption.

    


    (a)    The
      Board of Directors may, at its option, at any time prior to the Close of
      Business on the earlier of (i) the tenth day following the Shares Acquisition
      Date (or such later date as may be determined by action of the Company’s Board
      of Directors and publicly announced by the Company) and (ii) the Final
      Expiration Date, redeem all but not less than all the then outstanding Rights
      at
      a redemption price of $0.001 per Right, appropriately adjusted to reflect any
      stock split, stock dividend or similar transaction occurring after the date
      hereof (such redemption price being herein referred to as the“Redemption
      Price”)
      and the
      Company may, at its option, pay the Redemption Price either in Common Shares
      (based on the Current Per Share Market Price thereof at the time of redemption)
      or cash. Such redemption of the Rights by the Company may be made effective
      at
      such time, on such basis and with such conditions as the Company’s Board of
      Directors in its sole discretion may establish. The date on which the Company’s
      Board of Directors elects to make the redemption effective shall be referred
      to
      as the “Redemption
      Date.”

    


    (b)    Immediately
      upon the action of the Board of Directors of the Company ordering the redemption
      of the Rights, evidence of which shall have been filed with the Rights Agent,
      and without any further action and without any notice, the right to exercise
      the
      Rights will terminate and the only right thereafter of the holders of Rights
      shall be to receive the Redemption Price. The Company shall promptly give public
      notice of any such redemption (with prompt notice thereof to the Rights Agent);
      provided,
      however,
      that
      the failure to give, or any defect in, any such notice shall not affect the
      validity of such redemption. Within ten (10) days after the action of the
      Company’s Board of Directors ordering the redemption of the Rights, the Company
      shall give notice of such redemption to the Rights Agent and the holders of
      the
      then outstanding Rights by mailing such notice to all such holders at their
      last
      addresses as they appear upon the registry books of the Rights Agent or, prior
      to the Distribution Date, on the registry books of the transfer agent for the
      Common Shares. Any notice that is mailed in the manner herein provided shall
      be
      deemed given, whether or not the holder receives the notice. Each such notice
      of
      redemption will state the method by which the payment of the Redemption Price
      will be made. Neither the Company nor any of its Affiliates or Associates may
      redeem, acquire or purchase for value any Rights at any time in any manner
      other
      than that specifically set forth in this Section 23 or in Section 24 hereof,
      and
      other than in connection with the purchase of Common Shares prior to the
      Distribution Date.

     

    Section
      24.    Exchange.

    


    (a)    Subject
      to subsection 24(c) below, the Company’s 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)
      hereof) for Common Shares at an exchange ratio of one Common Share per Right,
      appropriately adjusted to reflect any stock split, stock dividend or similar
      transaction occurring after the date hereof (such exchange ratio being
      hereinafter referred to as the“Exchange
      Ratio”).
      Notwithstanding the foregoing, the Company’s Board of Directors shall not be
      empowered to effect such exchange at any time after any Person (other than
      the
      Company, any Subsidiary of the Company, any employee benefit plan of the Company
      or any such Subsidiary, or any entity holding Common Shares for or pursuant
      to
      the terms of any such plan), together with all Affiliates and Associates of
      such
      Person, becomes the Beneficial Owner of 50% or more of the Common Shares then
      outstanding.

    
      


      
        
          
            
            

          

          
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    (b)    Immediately
      upon the action of the Company’s Board of Directors ordering the exchange of any
      Rights pursuant to Section 24(a) and without any further action and without
      any
      notice, the right to exercise such Rights shall terminate and the only right
      thereafter of a holder of such Rights shall be to receive that number of Common
      Shares equal to the number of such Rights held by such holder multiplied by
      the
      Exchange Ratio. The Company shall give public notice (with prompt notice thereof
      to the Rights Agent) of any such exchange; provided,
      however,
      that
      the failure to give, or any defect in, such notice shall not affect the validity
      of such exchange. The Company shall mail a notice of any such exchange to all
      of
      the holders of such Rights at their last addresses as they appear upon the
      registry books of the Rights Agent. Any notice that 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 Shares for Rights will be effected and, in the event of any
      partial exchange, the number of Rights that will be exchanged. Any partial
      exchange shall 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) hereof) held by each holder of Rights.

    


    (c)    In
      the event that there shall not be sufficient Common Shares issued but not
      outstanding or authorized but unissued to permit any exchange of Rights as
      contemplated in accordance with Section 24(a), the Company shall either take
      such action as may be necessary to authorize additional Common Shares for
      issuance upon exchange of the Rights or alternatively, at the option of a
      majority of the Company’s Board of Directors, with respect to each Right (i) pay
      cash in an amount equal to the Current Value (as hereinafter defined), in lieu
      of issuing Common Shares in exchange therefor, or (ii) issue debt or equity
      securities or a combination thereof, having a value equal to the Current Value,
      in lieu of issuing Common Shares in exchange for each such Right, where the
      value of such securities shall be determined by a nationally recognized
      investment banking firm selected by majority vote of the Company’s Board of
      Directors, or (iii) deliver any combination of cash, property, Common Shares
      and/or other securities having a value equal to the Current Value in exchange
      for each Right. For purposes of this Section 24(c) only, the Current Value
      shall
      mean the product of the Current Per Share Market Price of Common Shares on
      the
      date of the occurrence of the event described above in subsection (a),
      multiplied by the number of Common Shares for which the Right otherwise would
      be
      exchangeable if there were sufficient shares available. To the extent that
      the
      Company determines that some action need be taken pursuant to clauses (i),
      (ii)
      or (iii) of this Section 24(c), the Company’s Board of Directors may temporarily
      suspend the exercisability of the Rights for a period of up to sixty (60) days
      following the date on which the event described in Section 24(a) shall have
      occurred, in order to seek any authorization of additional Common Shares and/or
      to decide the appropriate form of distribution to be made pursuant to the above
      provision and to determine the value thereof. In the event of any such
      suspension, the Company shall issue a public announcement stating that the
      exercisability of the Rights has been temporarily suspended.

    


    (d)    The
      Company shall not be required to issue fractions of Common Shares or to
      distribute certificates that evidence fractional Common Shares. In lieu of
      such
      fractional Common Shares, there shall be paid to the registered holders of
      the
      Rights Certificates with regard to which such fractional Common Shares would
      otherwise be issuable, an amount in cash equal to the same fraction of the
      current market value of a whole Common Share (as determined pursuant to the
      second sentence of Section 1(j) hereof).

     

    (e)    The
      Company may, at its option, by majority vote of the Company’s Board of
      Directors, at any time before any Person has become an Acquiring Person,
      exchange all or part of the then outstanding Rights for rights of substantially
      equivalent value, as determined reasonably and with good faith by the Company’s
      Board of Directors based upon the advice of one or more nationally recognized
      investment banking firms.

    
      


      
        
          
            
            

          

          
            27

            
              

            

          

          
            
            

          

           

        

      

    

    (f)    Immediately
      upon the action of the Company’s Board of Directors ordering the exchange of any
      Rights pursuant to Section 24(e) and without any further action and without
      any
      notice, the right to exercise such Rights shall terminate and the only right
      thereafter of a holder of such Rights shall be to receive that number of rights
      in exchange therefor as has been determined by the Company’s Board of Directors
      in accordance with subsection 24(e) above. The Company shall give public notice
      (with prompt notice thereof to the Rights Agent) of any such exchange;
provided,
      however,
      that
      the failure to give, or any defect in, such notice shall not affect the validity
      of such exchange. The Company shall mail a notice of any such exchange to all
      of
      the holders of such Rights at their last addresses as they appear upon the
      registry books of the transfer agent for the Common Shares of the Company.
      Any
      notice that is mailed in the manner herein provided shall be deemed given,
      whether or not the holder receives the notice. Each such notice of exchange
      will
      state the method by which the exchange of the Rights will be
      effected.

    


    Section
      25.    Notice
      of Certain Events.

    


    (a)    In
      case
      the Company shall, at any time after the Distribution Date, propose (i) to
      pay any dividend payable in stock of any class to the holders of the Preferred
      Shares or to make any other distribution to the holders of the Preferred Shares
      (other than a regular quarterly cash dividend), (ii) to offer to the
      holders of the Preferred Shares rights or warrants to subscribe for or to
      purchase any additional Preferred Shares or shares of stock of any class or
      any
      other securities, rights or options, (iii) to effect any reclassification
      of the Preferred Shares (other than a reclassification involving only the
      subdivision of outstanding Preferred Shares), (iv) to effect any
      consolidation or merger into or with, or to effect any sale or other transfer
      (or to permit one or more of its Subsidiaries to effect any sale or other
      transfer), in one or more transactions, of 50% or more of the assets or earning
      power of the Company and its Subsidiaries (taken as a whole) to, any other
      Person, (v) to effect the liquidation, dissolution or winding up of the
      Company, or (vi) to declare or pay any dividend on the Common Shares
      payable in Common Shares or to effect a subdivision, combination or
      consolidation of the Common Shares (by reclassification or otherwise than by
      payment of dividends in Common Shares), then, in each such case, the Company
      shall give to each holder of a Right Certificate, in accordance with Section
      26
      hereof, a notice of such proposed action, which shall specify the record date
      for the purposes of such stock dividend, or distribution of rights or warrants,
      or the date on which such reclassification, consolidation, merger, sale,
      transfer, liquidation, dissolution, or winding up is to take place and the
      date
      of participation therein by the holders of the Common Shares and/or Preferred
      Shares, if any such date is to be fixed, and such notice shall be so given
      in
      the case of any action covered by clause (i) or (ii) above at least 10 days
      prior to the record date for determining holders of the Preferred Shares for
      purposes of such action, and, in the case of any such other action, at least
      10
      days prior to the date of the taking of such proposed action or the date of
      participation therein by the holders of the Common Shares and/or Preferred
      Shares, whichever shall be the earlier.

    


    (b)    In
      case
      the event set forth in Section 11(a)(ii) hereof shall occur, then the Company
      shall, as soon as practicable thereafter, give to each holder of a Right
      Certificate, in accordance with Section 26 hereof, a notice of the occurrence
      of
      such event, which notice shall describe such event and the consequences of
      such
      event to holders of Rights under Section 11(a)(ii) hereof.

    
      


      
        
          
            
            

          

          
            28

            
              

            

          

          
            
            

          

           

        

      

    

    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 delivered, in the case of domestic delivery,
      by
      first-class mail, postage prepaid or by overnight courier service, or in the
      case of international delivery, by two-day courier service, to the address
      as
      follows:

    


    Internap
      Network Services Corporation 

    250
      Williams Street

    Atlanta,
      Georgia 30303

    Attention:
      Richard Dobb, Vice President and General Counsel

    


    with
      a
      copy to:

    


    Troutman
      Sanders LLP

    600
      Peachtree Street, N.E., Suite 5200

    Atlanta,
      Georgia 30308

    Attention:
      W. Brinkley Dickerson, Jr.

    Facsimile
      No.: (404) 962-6743

    


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

    


    59
      Maiden
      Lane, Plaza Level

    New
      York,
      NY 10038

    


    Attention:
      Wilbert Myles

    Facsimile
      No.: (718)
      921-8323

     

    


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

    


    Section
      27.    Supplements
      and Amendments.    Prior
      to the occurrence of a Distribution Date, the Company may supplement or amend
      this Agreement in any respect without the approval of any holders of Rights
      and
      the Rights Agent shall, if the Company so instructs, execute such supplement
      or
      amendment. From and after the occurrence of a Distribution Date, the Company
      and
      the Rights Agent may from time to time supplement or amend this Agreement
      without the approval of any holders of Rights in order to (i) cure any
      ambiguity, (ii) correct or supplement any provision contained herein which
      may
      be defective or inconsistent with any other provisions herein, (iii) shorten
      or
      lengthen any time period hereunder or (iv) to change or supplement the
      provisions hereunder in any manner that the Company may deem necessary or
      desirable and that shall not adversely affect the interests of the holders
      of
      Rights (other than an Acquiring Person or an Affiliate or Associate of an
      Acquiring Person); provided,
      this
      Agreement may not be supplemented or amended to lengthen, pursuant to clause
      (iii) of this sentence, (A) a time period relating to when the Rights may be
      redeemed at such time as the Rights are not then redeemable or (B) any other
      time period unless such lengthening is for the purpose of protecting, enhancing
      or clarifying the rights of, and/or the benefits to, the holders of Rights
      (other than an Acquiring Person or an Affiliate or Associate of an Acquiring
      Person). Upon the delivery of a certificate from an appropriate officer of
      the
      Company that states that the proposed supplement or amendment is in compliance
      with the terms of this Section 27 and provided that such supplement or amendment
      does not change or increase the Rights Agent’s rights, duties, liabilities or
      obligations hereunder, the Rights Agent shall execute such supplement or
      amendment. Prior to the Distribution Date, the interests of the holders of
      Rights shall be deemed coincident with the interests of the holders of Common
      Shares.

    
      


      
        
          
            
            

          

          
            29

            
              

            

          

          
            
            

          

           

        

      

    

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

    


    Section
      29.    Determinations
      and Actions by the Company’s Board of Directors, etc.

    


    (a)    For
      all purposes of this Agreement, any calculation of the number of Common Shares
      outstanding at any particular time, including for purposes of determining the
      particular percentage of such outstanding Common Shares of which any Person
      is
      the Beneficial Owner, shall be made in accordance with the last sentence of
      Rule
      13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act.
      The
      Board of Directors of the Company shall have the exclusive power and authority
      to administer this Agreement and to exercise all rights and powers specifically
      granted to the Company’s Board of Directors, or the Company, or as may be
      necessary or advisable in the administration of this Agreement, including,
      without limitation, the right and power (i) to interpret the provisions of
      this
      Agreement and (ii) to make all determinations deemed necessary or advisable
      for
      the administration of this Agreement (including a determination to redeem or
      not
      redeem the Rights or to amend the Agreement). All such actions, calculations,
      interpretations and determinations (including, for purposes of clause (y) below,
      all omissions with respect to the foregoing) which are done or made by the
      Company’s Board of Directors in good faith, shall (x) be final, conclusive and
      binding on the Company, the Rights Agent, the holders of the Rights Certificates
      and all other parties and (y) with respect to claims specifically arising from
      the Agreement, not subject the Board of Directors of the Company to any
      liability to the holders of the Rights. The Rights Agent is entitled always
      to
      assume the Company’s Board of Directors acted in good faith and shall be fully
      protected and incur no liability in reliance thereon.

    


    (b)    It
      is understood that the TIDE Committee (as defined below) of the Board of
      Directors of the Company shall review and evaluate this Agreement in order
      to
      consider whether the maintenance of this Agreement continues to be in the
      interests of the Company, its stockholders and any other relevant constituencies
      of the Company, within three (3) years of the date hereof and at least every
      three (3) years thereafter, or sooner than that if any Person shall have made
      a
      proposal to the Company, or taken any such other action, that, if effective,
      could cause such Person to become an Acquiring Person hereunder, if a majority
      of the members of the TIDE Committee shall deem such review and evaluation
      appropriate after giving due regard to all relevant circumstances. Following
      each such review, the TIDE Committee will communicate its conclusions to the
      full Board of Directors of the Company, including any recommendation in light
      thereof as to whether this Agreement should be modified or the Rights should
      be
      redeemed. “TIDE
      Committee”
      shall
      mean a committee appointed by the Board of Directors of the Company to fulfill
      the foregoing duties and shall be comprised of members of the Board of Directors
      who are independent under the listing standards of Nasdaq, or any other national
      securities exchange on which the Common Shares is listed, and who is not an
      Acquiring Person, or an Affiliate or Associate of an Acquiring Person, or a
      representative of an Acquiring Person, or of any such Affiliate or Associate;
      provided,
      however,
      that
      the fact that a Person is nominated for election as a director by an Acquiring
      Person or any such Affiliate, Associate or representative, or the fact that
      an
      Acquiring Person or any such Affiliate, Associate or representative votes in
      favor of the election of a Person as a director, shall not, in and of itself,
      disqualify a Person from being independent provided that such Person does not
      have any agreement or understanding with such Acquiring Person, Affiliate,
      Associate or representative with respect to how such Person will vote on any
      future transactions. The Board of Directors may designate an existing committee
      of the Board of Directors to serve as the TIDE Committee provided that the
      members of such committee satisfy the foregoing requirements.

    
      


      
        
          
            
            

          

          
            30

            
              

            

          

          
            
            

          

           

        

      

    

    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, the Common Shares) any legal or equitable
      right, remedy or claim pursuant to this Agreement; but this Agreement shall
      be
      for the sole and exclusive benefit of the Company, the Rights Agent and the
      registered holders of the Rights Certificates (and, prior to the Distribution
      Date, the Common Shares). 

     

    Section
      31.    Severability.    If
      any term, provision, covenant or restriction of this Agreement is held by a
      court of competent jurisdiction or other authority to be invalid, void or
      unenforceable, the remainder of the terms, provisions, covenants and
      restrictions of this Agreement shall remain in full force and effect and shall
      in no way be affected, impaired or invalidated; provided,
      however,
      that
      notwithstanding anything in this Agreement to the contrary, if any such term,
      provision, covenant or restriction is held by such court or authority to be
      invalid, void or unenforceable and the Board of Directors of the Company
      determines in its good faith judgment that severing the invalid language from
      this Agreement would adversely affect the purpose or effect of this Agreement,
      the right of redemption set forth in Section 23 hereof shall be reinstated
      and
      shall not expire until the Close of Business on the tenth day following the
      date
      of such determination by the Company’s Board of Directors. 

     

    Section
      32.    Governing
      Law.    This
      Agreement and each Right and each Rights Certificate issued hereunder shall
      be
      deemed to be a contract made under the laws of the State of Delaware and for
      all
      purposes shall be governed by and construed in accordance with the laws of
      such
      State applicable to contracts to be made and performed entirely within such
      State, except that all provisions regarding the rights, duties, obligations
      and
      immunities of the Rights Agent shall be governed by and construed in accordance
      with the laws of the State of New York applicable to contracts made and to
      be
      performed entirely within such State. 

     

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


     

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

     

    


    


    [remainder
      of page intentionally left blank] 

    


    


    
      


      
        
          
            
            

          

          
            31

            
              

            

          

          
            
            

          

           

        

      

    

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

    


    “COMPANY”

    


    INTERNAP
      NETWORK SERVICES CORPORATION

    


    By:      
      /s/
      David
      Buckel

    Name: 
      David
      Buckel

    Title:   
      Chief
      Financial Officer 

    


    


    


    “RIGHTS
      AGENT”

    


    AMERICAN
      STOCK TRANSFER AND TRUST COMPANY

     

    
      By:      
        /s/
        Wilbert Myles

      Name: 
        Wilbert
        Myles

      Title:    Vice
        President

      


    

    


    
      


      
        
          
            
            

          

          
            32

            
              

            

          

          
            
            

          

        

      

    

    



    EXHIBIT
      A 

    


    FORM
      OF CERTIFICATE OF DESIGNATION OF RIGHTS, PREFERENCES AND

    PRIVILEGES
      OF SERIES B PREFERRED STOCK OF

    INTERNAP
      NETWORK SERVICES CORPORATION

    


    The
      undersigned, Richard Dobb, does hereby certify: 

    


    1.    That
      she is the duly elected and acting Vice President and General Counsel of
      Internap Network Services Corporation, a Delaware corporation (the“Corporation”).

    


    2.    That
      pursuant to the authority conferred upon the Corporation’s Board of Directors by
      the Amended and Restated Certificate of Incorporation of the said Corporation,
      the said Board of Directors of the Corporation on March 15, 2007 adopted the
      following resolutions creating a series of Preferred Stock designated as Series
      B Preferred Stock:

    


    “RESOLVED:    that
      pursuant to the authority vested in the Board of Directors of the Corporation
      by
      the Certificate of Incorporation, as amended, the Corporation’s Board of
      Directors does hereby provide for the issue of a series of Preferred Stock
      of
      the Corporation and does hereby fix and herein state and express the
      designations, powers, preferences and relative and other special rights and
      the
      qualifications, limitations and restrictions of such series of Preferred Stock
      as follows:

    


    Section
      1.    Designation
      and Amount.    The
      shares of such series shall be designated as “Series
      B Preferred Stock.”
      The
      Series B Preferred Stock shall have a par value of $0.001 per share, and the
      number of shares constituting such series shall be 500,000.

     

    Section
      2.    Proportional
      Adjustment.    In
      the event that the Corporation shall at any time after the issuance of any
      share
      or shares of Series B Preferred Stock (i) declare any dividend on Common Stock
      of the Corporation (“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 Corporation shall simultaneously effect a proportional
      adjustment to the number of outstanding shares of Series B Preferred Stock.
      

    


    Section
      3.    Dividends
      and Distributions.
      

    


    (a)    Subject
      to the prior and superior right of the holders of any shares of any series
      of
      Preferred Stock ranking prior and superior to the shares of Series B Preferred
      Stock with respect to dividends, the holders of shares of Series B Preferred
      Stock shall be entitled to receive when, as and if declared by the Corporation’s
      Board of Directors out of funds legally available for the purpose, quarterly
      dividends payable in cash on the last day of March, June, September, and
      December in each year (each such date being referred to herein as a“Quarterly Dividend
      Payment Date”),
      commencing on the first Quarterly Dividend Payment Date after the first issuance
      of a share or fraction of a share of Series B Preferred Stock, in an amount
      per
      share (rounded to the nearest cent) equal to 1,000 times the aggregate per
      share
      amount of all cash dividends, and 1,000 times the aggregate per share amount
      (payable in kind) of all non-cash dividends or other distributions other than
      a
      dividend payable in shares of Common Stock or a subdivision of the outstanding
      shares of Common Stock (by reclassification or otherwise), declared on the
      Common Stock since the immediately preceding Quarterly Dividend Payment Date,
      or, with respect to the first Quarterly Dividend Payment Date, since the first
      issuance of any share or fraction of a share of Series B Preferred
      Stock.

    
      


      
        
          
            
            

          

          
            1

            
              

            

          

          
            
            



        

      

    

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

     

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

     

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

     

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

     

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

     

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

     

    Section
      5.    Certain
      Restrictions.
      

     

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

     

    (b)    Whenever
      quarterly dividends or other dividends or distributions payable on the Series
      B
      Preferred Stock as provided in Section 3 are in arrears, thereafter and until
      all accrued and unpaid dividends and distributions, whether or not declared,
      on
      shares of Series B Preferred Stock outstanding shall have been paid in full,
      the
      Corporation shall not: 

     

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

    
      


      
        
          
            
            

          

          
            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 B Preferred Stock, except dividends paid ratably
      on
      the Series B Preferred Stock and all such parity stock on which dividends are
      payable or in arrears in proportion to the total amounts to which the holders
      of
      all such shares are then entitled; 

     

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

     

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

     

    (c)    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 5, purchase
      or
      otherwise acquire such shares at such time and in such manner. 

     

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

     

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

     

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

     

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

    
      


      
        
          
            
            

          

          
            3

            
              

            

          

          
            
            

          

           

        

      

    

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

     

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

     

    Section
      12.    Fractional
      Shares.    Series
      B 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 B Preferred Stock. 

    


     

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


    


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


    


    Executed
      at Atlanta, Georgia on April 5, 2007.

    
       

      
                                                                _______________________________

                                                        Richard
          Dobb

      
                                                        Vice
      President and
      General Counsel

    
                                                              Internap
        Network
        Services Corporation 

    

     

    
      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

    

     

    EXHIBIT
      B 

     

    FORM
      OF RIGHTS CERTIFICATE 

     

    
      	 
	
              Certificate
                No. R-
                                

            	
                

            	
              _________
                Rights

            


    

     

     

    NOT
      EXERCISABLE AFTER THE EARLIER OF (i) MARCH 23, 2017, (ii) THE DATE TERMINATED
      BY
      THE COMPANY OR (iii) THE DATE THE COMPANY EXCHANGES THE RIGHTS PURSUANT TO
      THE
      PREFERRED STOCK RIGHTS AGREEMENT BETWEEN INTERNAP NETWORK SERVICES CORPORATION
      AND AMERICAN STOCK TRANSFER AND TRUST COMPANY, AS THE RIGHTS AGENT, DATED AS
      OF
      April 11, 2007 (THE “RIGHTS AGREEMENT”). THE RIGHTS ARE SUBJECT TO REDEMPTION,
      AT THE OPTION OF THE COMPANY, AT $0.001 PER RIGHT ON THE TERMS SET FORTH IN
      THE
      RIGHTS AGREEMENT. UNDER CERTAIN CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY
      AN
      ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH
      TERMS ARE DEFINED IN THE RIGHTS AGREEMENT) AND ANY SUBSEQUENT HOLDER OF SUCH
      RIGHTS MAY BECOME NULL AND VOID. [THE RIGHTS REPRESENTED BY THIS RIGHTS
      CERTIFICATE ARE OR WERE BENEFICIALLY OWNED BY A PERSON WHO WAS OR BECAME AN
      ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH
      TERMS ARE DEFINED IN THE RIGHTS AGREEMENT). ACCORDINGLY, THIS RIGHTS CERTIFICATE
      AND THE RIGHTS REPRESENTED HEREBY MAY BECOME NULL AND VOID IN THE CIRCUMSTANCES
      SPECIFIED IN SECTION 7(e) OF SUCH RIGHTS AGREEMENT.]1* 

     

     

     

    __________________________

      
        1
          The
          portion of the legend in brackets shall be inserted only if applicable
          and shall
          replace the preceding sentence.


        
           

          
            
              
                
                

              

              
                1

                
                  

                

              

              
                
                

              

            

          

        

         

      

    

    RIGHTS
      CERTIFICATE 

     

    INTERNAP
      NETWORK SERVICES CORPORATION

    


    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 Preferred Stock Rights Agreement dated as
      of
      April 11, 2007, (the “Rights
      Agreement”),
      between Internap Network Services Corporation, a Delaware corporation (the
      “Company”),
      and
      American Stock Transfer And Trust Company , as Rights Agent (the “Rights
      Agent”),
      to
      purchase from the Company at any time after the Distribution Date (as such
      term
      is defined in the Rights Agreement) and prior to 5:00 P.M., New York time,
      on
      March 23, 2017 at the office of the Rights Agent designated for such purpose,
      or
      at the office of its successor as Rights Agent, one one-thousandth (0.001)
      of a
      fully paid and non-assessable share of Series B Preferred Stock, par value
      $0.001 per share (the “Preferred
      Shares”),
      of the
      Company, at an Exercise Price of $100 per one-thousandth (0.001) of a Preferred
      Share (the “Exercise
      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 one-thousandths (0.001)
      of a Preferred Share which may be purchased upon exercise hereof) set forth
      above are the number and Exercise Price as of April 11, 2007 based on the
      Preferred Shares as constituted at such date. As provided in the Rights
      Agreement, the Exercise Price and the number and kind of Preferred Shares or
      other securities that 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.

    


    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 principal executive offices
      of
      the Company and the above-mentioned office of the Rights Agent.

    


    Subject
      to the provisions of the Rights Agreement, the Rights evidenced by this Rights
      Certificate (i) may be redeemed by the Company, at its option, at a redemption
      price of $0.001 per Right or (ii) may be exchanged by the Company in whole
      or in
      part for Common Shares, substantially equivalent rights or other consideration
      as determined by the Company.

    


    This
      Rights Certificate, with or without other Rights Certificates, upon surrender
      at
      the office 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 amount
      of
      securities as the Rights evidenced by the Rights Certificate or 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.

    


    No
      fractional portion of less than one one-thousandth (0.001) of a Preferred Share
      will be issued upon the exercise of any Right or Rights evidenced hereby but
      in
      lieu thereof a cash payment will be made, as provided in the Rights
      Agreement.

    
       

      
        
          
            
            

          

          
            2

            
              

            

          

          
            
            



        

      

    

    No
      holder
      of this Rights Certificate, as such, shall be entitled to vote or receive
      dividends or be deemed for any purpose the holder of the Preferred Shares 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 by the Rights Agent.

     

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

    


    INTERNAP
      NETWORK SERVICES CORPORATION

    


    By: 
      __________________________________      

    Its: 
      __________________________________      

    


    


    ATTEST

    


    By: 
      __________________________________      

    Its: 
      Secretary

    


    Countersigned:

    


    AMERICAN
      STOCK TRANSFER AND TRUST COMPANY,
      as
      Rights Agent

    


    By: 
      ____________________________     

    Its: 
      ____________________________     

    


    


    


    
       

      
        
          
            
            

          

          
            3

            
              

            

          

          
            
            

          

        

      

    

     

    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 an “Eligible Guarantor Institution” (with membership in an
      approved signature guarantee medallion program) pursuant to Rule 17Ad-15 of
      the
      Securities Exchange Act of 1934, as amended. 

    


    
       

      
        
          
            
            

          

          
            4

            
              

            

          

          
            
            

          

           

        

      

    

    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 an Affiliate or Associate of any such Person (as such
      terms are defined in 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 who
      is,
      was or subsequently became an Acquiring Person or an Affiliate or Associate
      of
      any such Person. 

     

    Dated:
                              ,
               

     

    
       

              
                                                            

                      
        Signature

       

    

    Signature
      Guaranteed: 

     

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

    


    
       

      
        
          
            
            

          

          
            5

            
              

            

          

          
            
            

          

        

      

    

     

    Form
      of Reverse Side of Rights Certificate - continued

    


    FORM
      OF ELECTION TO PURCHASE 

     

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

     

    To:
                                               

     

    The
      undersigned hereby irrevocably elects to exercise                                         
      Rights
      represented by this Rights Certificate to purchase the number of one-thousandths
      (0.001) of a Preferred Share issuable upon the exercise of such Rights and
      requests that certificates for such number of one-thousandths (0.001) of a
      Preferred Share issued in the name of: 

     

    Please
      insert social security 

    or
      other
      identifying number 

     

                                                                                                                                                                                                                                                                                                                                      
      

    (Please
      print name and address) 

     

                                                                                                                                                                                                                                                                                                                                        

     

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

     

    Please
      insert social security 

    or
      other
      identifying number 

                                                                                                                                                                                                                                                                                                                                        

    (Please
      print name and address) 

     

                                                             
                                              
                                        
                                                                                                                                                                                      
 

     

     

    Dated:
                              ,
               

    
       

      
         

                
                                                              

                        
          Signature

      

    

     

    Signature
      Guaranteed: 

     

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

     

    
      
         

        
          
            
              
              

            

            
              6

              
                

              

            

            
              
              

            

          

        

      

       

    

    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 who is or was an Acquiring Person
      or
      an Affiliate or Associate of any such Person (as such terms are defined in
      the
      Rights Agreement); 

     

    (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 who
      is,
      was or subsequently became an Acquiring Person or an Affiliate or Associate
      of
      any such Person. 

     

    Dated:
                              ,
               

    
       

      
         

                
                                                              

                        
          Signature

      

    

    Signature
      Guaranteed: 

     

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

     

    
      
         

        
          
            
              
              

            

            
              7

              
                

              

            

            
              
              

            

          

        

      

       

    

    Form
      of Reverse Side of Rights Certificate—continued 

     

    NOTICE 

     

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

    


    
      
         

        
          
            
              
              

            

            
              8

              
                

              

            

            
              
              

            

          

        

      

       

    

    EXHIBIT
      C 

     

    STOCKHOLDER
      RIGHTS PLAN 

    INTERNAP
      NETWORK SERVICES CORPORATION

     

    Summary
      of Rights 

     

    
      	 
	
              Distribution
                and

              Transfer
                of 

              Rights;
                Rights

              Certificate:

            	
                

            	
              The
                Board of Directors of the Company has declared a dividend of one
                Right for
                each share of Common Stock of Internap Network Services Corporation
                (the
                “Company”)
                outstanding. Prior to the Distribution Date referred to below, the
                Rights
                will be evidenced by and trade with the certificates for the Common
                Stock.
                After the Distribution Date, the Company will mail Rights certificates
                to
                the Company’s stockholders and the Rights will become transferable apart
                from the Common Stock.

            
	 	 	 
	
              Distribution

              Date:

            	
                

            	
              Rights
                will separate from the Common Stock and become exercisable following
                (a)
                the tenth day (or such later date as may be determined by the Company’s
                Board of Directors) after a person or group acquires beneficial ownership
                of 15% or more of the Company’s Common Stock or (b) the tenth business day
                (or such later date as may be determined by the Company’s Board of
                Directors) after a person or group announces a tender or exchange
                offer,
                the consummation of which would result in ownership by a person or
                group
                of 15% or more of the Company’s Common Stock.

            
	 	 	 
	
              Preferred
                Stock

              Purchasable

              Upon
                Exercise of

              Rights:

            	
                

            	
              After
                the Distribution Date, each Right will entitle the holder to purchase
                for
                $100 (the “Exercise
                Price”),
                a fraction of a share of the Company’s Preferred Stock with economic terms
                similar to that of one share of the Company’s Common
                Stock.

            
	 	 	 
	
              Flip-In:

            	
                

            	
              If
                an acquirer (an “Acquiring
                Person”)
                obtains 15% or more of the Company’s Common Stock, then each Right (other
                than Rights owned by an Acquiring Person or its affiliates) will
                entitle
                the holder thereof to purchase, for the Exercise Price, a number
                of shares
                of the Company’s Common Stock having a then-current market value of twice
                the Exercise Price.

            
	 	 	 
	
              Flip-Over:

            	
                

            	
              If,
                after an Acquiring Person obtains 15% or more of the Company’s Common
                Stock, (a) the Company merges into another entity, (b) an acquiring
                entity
                merges into the Company or (c) the Company sells more than 50% of
                the
                Company’s assets or earning power, then each Right (other than Rights
                owned by an Acquiring Person or its affiliates) will entitle the
                holder
                thereof to purchase, for the Exercise Price, a number of shares of
                Common
                Stock of the person engaging in the transaction having a then current
                market value of twice the Exercise Price.

            
	 	 	 
	
              Exchange

              Provision:

            	
                

            	
              At
                any time after the date on which an Acquiring Person obtains 15%
                or more
                of the Company’s Common Stock and prior to the acquisition by the
                Acquiring Person of 50% of the outstanding Common Stock, the Board
                of
                Directors of the Company may exchange the Rights (other than Rights
                owned
                by the Acquiring Person or its affiliates), in whole or in part,
                for
                shares of Common Stock of the Company at an exchange ratio of one
                share of
                Common Stock per Right (subject to
                adjustment).

            


    

     

    
      
        
          
            
            

          

          
            1

            
              

            

          

          
            
            

          

        

      

       

    

    
      	
              Redemption
                of 

              the
                Rights:

            	
                

            	
              Rights
                will be redeemable at the Company’s option for $0.001 per Right at any
                time on or prior to the tenth day (or such later date as may be determined
                by the Company’s Board of Directors) after public announcement that a
                Person has acquired beneficial ownership of 15% or more of the Company’s
                Common Stock (the “Shares
                Acquisition Date”).

            
	 	 	 
	
              Expiration
                of the 

              Rights:

            	
                

            	
              The
                Rights expire on the earliest of (a) March 23, 2017 or (b) exchange
                or
                redemption of the Rights as described above.

            
	 	 	 
	
              Review
                of Rights 

              Agreement:

            	 	
              A
                committee of the Board composed of independent directors will review
                the
                Rights Agreement periodically (at least every three years) in order
                to
                consider whether the maintenance of the Rights Agreement continues
                to be
                in the best interests of the Company, its stockholders and any other
                relevant constituencies. This committee will communicate its conclusions
                to the full Board after each review, including any recommendation
                as to
                whether the Rights Agreement should be modified or the Rights should
                be
                redeemed.

            
	 	 	 
	
              Amendment
                of 

              Terms
                of Rights:

            	
                

            	
              The
                terms of the Rights and the Rights Agreement may be amended in any
                respect
                without the consent of the Rights holders on or prior to the Distribution
                Date; thereafter, the terms of the Rights and the Rights Agreement
                may be
                amended without the consent of the Rights holders in order to cure
                any
                ambiguities or to make changes which do not adversely affect the
                interests
                of Rights holders (other than the Acquiring Person).

            
	 	 	 
	
              Voting
                Rights:

            	
                

            	
              Rights
                will not have any voting rights.

            
	 	 	 
	
              Anti-Dilution
                

              Provisions:

            	
                

            	
              Rights
                will have the benefit of certain customary anti-dilution
                provisions.

            
	 	 	 
	
              Taxes:

            	
                

            	
              The
                Rights distribution should not be taxable for federal income tax
                purposes.
                However, following an event that renders the Rights exercisable or
                upon
                redemption of the Rights, stockholders may recognize taxable
                income.

            


    

     

    The
      foregoing is a summary of certain principal terms of the Stockholder Rights
      Plan
      only and is qualified in its entirety by reference to the Preferred Stock Rights
      Agreement dated as of April 11, 2007 between the Company and American Stock
      Transfer And Trust Company as Rights Agent (the “Rights
      Agreement”).
      The
      Rights Agreement may be amended from time to time. A copy of the Rights
      Agreement was filed with the Securities and Exchange Commission as an exhibit
      to
      a Registration Statement on Form 8-A. A copy of the Rights Agreement is
      available free of charge from the Company. 

    
       

       

      2