Classmates.com 2006 Annual Report Download - page 155

in accordance with the last sentence of Rule 13d-3(d)(1)(i) of the Exchange Act Regulations. The board of directors of the Company shall have
the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the board of
directors, or the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right
and power to (i) interpret the provisions of this Agreement and (ii) make all determinations deemed necessary or advisable for the administration
of this Agreement (including 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 board of directors of the Company 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) not subject the board of directors of the Company to any liability to the holders of
the Rights.
Section 30. Benefits of This Agreement . Nothing in this Agreement shall be construed to give to any person or corporation other than the
Company, the Rights Agent and the registered holders of the Rights Certificates (and, prior to the Distribution Date, shares of Common Stock of
the Company) any legal or equitable right, remedy or claim under this Agreement; but this Agreement shall be for the sole and exclusive benefit
of the Company, the Rights Agent and the registered holders of the Rights Certificates (and, prior to the Distribution Date, shares of Common
Stock of the Company).
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 and the right of redemption set forth in Section 23 shall have expired,
such right shall be reinstated and shall not expire until the tenth Business Day following the date of such determination by the board of directors
of the Company.
Section 32. Governing Law . This Agreement 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 internal laws of the State of
Delaware applicable to contracts to be made and performed entirely within such state, without regard to the choice-of-law or conflict-of-laws
principles of any jurisdiction.
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 one and the same instrument.
Section 34. Descriptive Headings
. Descriptive headings of the several sections of this Agreement are inserted or convenience only and shall
not control or affect the meaning or construction of any of the provisions of this Agreement.
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