Classmates.com 2006 Annual Report Download - page 132

evidencing one Right for each share of Common Stock so held. From and after the Distribution Date, the Rights will be evidenced solely by such
Rights Certificates.
(b) Until the Distribution Date (or the Expiration Date), the surrender for transfer of any certificate for shares of Common Stock of the
Company outstanding on the Record Date shall also constitute the transfer of the Rights associated with the shares of Common Stock represented
thereby.
(c) Certificates evidencing shares of Common Stock which become outstanding (whether originally issued or delivered from the Company’s
treasury) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date shall have impressed on, printed on,
written on or otherwise affixed to them the following legend (or such other legend as the Company may deem appropriate that is not inconsistent
with the provisions of this Agreement):
This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between United
Online, Inc. and U.S. Stock Transfer Corporation, dated as of November 15, 2001 (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 United
Online, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate
certificates and will no longer be evidenced by this certificate. United Online, Inc. will mail to the holder of this certificate a
copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set
forth in the Rights Agreement, Rights issued to any Person who becomes an Acquiring Person (as 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.
If the Company purchases or acquires any shares of Common Stock of the Company after the Record Date but prior to the Distribution Date,
any Rights associated with such shares of Common Stock of the Company shall be deemed cancelled and retired so that the Company shall not
be entitled to exercise any Rights associated with any shares of Common Stock of the Company which are no longer outstanding.
Section 4. Form of Rights Certificates.
(a) The Rights Certificates (and the forms of election to purchase Units of Preferred Stock and of assignment to be printed on the reverse
thereof) shall be substantially the same as Exhibit B and may have such marks of identification or designation and such legends, summaries or
endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as
may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any
stock exchange or transaction reporting system on which the Rights may from time to time be listed or traded, or to conform to usage. Subject to
the provisions of Sections 11 and 22, the Rights Certificates shall entitle the holders thereof to purchase the number of Units of Preferred Stock
as shall be set forth therein at the price per Unit of Preferred Stock set forth therein, but the number of such Units of Preferred Stock and the
Purchase Price shall be subject to adjustment as provided herein.
(b) Any Rights Certificate issued pursuant to this Agreement that represents Rights beneficially owned by: (i) an Acquiring Person or any
Associate or Affiliate of an Acquiring Person, (ii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) who becomes a
transferee after the Acquiring Person becomes such, or (iii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) who
becomes a transferee prior to or concurrently with the Acquiring Person becoming such and receives such Rights pursuant to either (A) a transfer
(whether or not for consideration) from the Acquiring Person to holders of equity interests in such Acquiring Person or to any Person with whom
such Acquiring Person has any continuing agreement, arrangement or understanding regarding the transferred Rights or (B) a transfer which the
board of directors of the
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