Classmates.com 2006 Annual Report Download - page 154

with a copy (which shall not constitute notice) to:
Brobeck, Phleger & Harrison LLP
550 South Hope Street
Los Angeles, California 90071
Tel: [phone]
Fax: [phone]
Attn: Richard S. Chernicoff
Subject to the provisions of Section 21, any notice or demand authorized by this Agreement to be given or made by the Company or by the
holder of any Rights Certificate to or on the Rights Agent shall be sent by registered or certified mail and shall be deemed given upon receipt and
addressed (until another address is filed in writing by the Rights Agent with the Company) as follows:
U.S. Stock Transfer Corporation
1745 Gardena Avenue
Glendale, California 91204
Tel [phone]
Fax [phone]
Attention: Richard Brown
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 Distribution Date, the Company may supplement or amend this Agreement in any
respect, without the approval of any holders of Rights, by action of its board of directors. From and after the Distribution Date, the Company
may from time to time supplement or amend this Agreement without the approval of any holders of Rights, by action of its board of directors in
order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any
other provisions herein, (iii) to shorten or lengthen any time period hereunder, or (iv) to change or supplement the provisions hereunder in any
manner which the Company may deem necessary or desirable and which shall not adversely affect the interests of the holders of Rights
Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person), including, without limitation, to change the
Purchase Price, the Redemption Price, any time periods herein specified, and any other term hereof, any such supplement or amendment to be
evidenced by a writing signed by the Company and the Rights Agent; provided , however , that from and after such time as any Person becomes
an Acquiring Person, this Agreement shall not be amended in any manner which would adversely affect the interests of the holders of Rights.
Upon receipt of a certificate from an appropriate officer of the Company that the proposed supplement or amendment is consistent with this
Section 27 and, after such time as any Person has become an Acquiring Person, that the proposed supplement or amendment does not adversely
affect the interests of the holders of Rights, the Rights Agent shall execute such supplement or amendment.
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 Board of Directors . For all purposes of this Agreement, any calculation of the number of
shares of Common Stock of the Company outstanding at any particular time, including for purposes of determining the particular percentage of
such outstanding shares of Common Stock of the Company of which any Person is the Beneficial Owner, shall be made
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