The Rights Agreement provides that any person who beneficially owned 10% (15% in the case of
a passive institutional investor) or more of the Common Stock immediately prior to the first public announcement of the adoption of the Rights Agreement, together with any affiliates and
associates of that person (each, an Existing Holder), shall not be deemed to be an Acquiring Person for purposes of the Rights Agreement unless such Existing Holder becomes the beneficial owner of one or more
additional shares of Class A Common Stock (other than pursuant to a dividend or distribution paid or made by the Company on the outstanding shares of Common Stock in shares of Common Stock or pursuant to a split or subdivision of the
outstanding shares of Common Stock) and upon acquiring such additional shares, such Existing Holder beneficially owns 10% (15% in the case of a passive institutional investor) or more of the
Class A Common Stock then outstanding. Joseph M. Field and David J. Field shall not be deemed to be an Acquiring Person for purposes of the Rights Agreement unless they become the beneficial owners, in the aggregate, of additional
shares of Class A Common Stock (excluding shares of Class B Common Stock exchangeable or convertible into Class A Common Stock) representing 2.5% or more of the outstanding shares of Class A Common Stock as of the date of the Rights
Agreement (other than (i) as a result of an acquisition of shares of Common Stock by the Company which, by reducing the number of shares outstanding, increases the proportionate number of shares beneficially owned by them or (ii) pursuant
to a dividend or distribution paid or made by the Company on the outstanding shares of Common Stock in shares of Common Stock or pursuant to a split or subdivision of the outstanding shares of Common Stock). Further, permitted holders of
Class B Common Stock will not be deemed to be acting in concert with one another for purposes of the Rights Agreement.
The Rights may be transferred only with the Common Stock until the Distribution Date (or the earlier redemption, exchange, termination or
expiration of the Rights). As soon as practicable following the Distribution Date, separate certificates evidencing the Rights will be mailed to the holders of record of the Common Stock as of the close of business on the Distribution Date, and such
separate certificates alone will evidence the Rights.
The Rights are not exercisable until the Distribution Date. The Rights will expire
on April 20, 2021, subject to the Companys right to extend such date, unless earlier redeemed or exchanged by the Company or terminated. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of the
Company beyond those as an existing shareholder, including, without limitation, the right to vote or to receive dividends.
Each share of
Series A Preferred and Series B Preferred purchasable upon exercise of the applicable Rights will be entitled, when, as and if declared, to a minimum preferential quarterly dividend payment of $1.00 per share or, if greater, an aggregate dividend of
1,000 times the dividend, if any, declared per share of Class A Common Stock and Class B Common Stock, as applicable. In the event of a liquidation, dissolution or winding up of the Company, the holders of the Series A Preferred and/or
Series B Preferred will be entitled to a minimum preferential liquidation payment of $1,000 per share (plus any accrued but unpaid dividends), provided that such holders of the Series A Preferred and/or Series B Preferred will be entitled to an
aggregate payment of 1,000 times the payment made per share of Class A Common Stock and/or Class B Common Stock, as applicable. Each share of Series A Preferred will have 1,000 votes on matters submitted to the Companys shareholders
and will vote together with the Class A Common Stock. Each share of Series B Preferred will have (i) 10,000 votes on matters submitted to the Companys shareholders for which holders of Class B Common Stock are entitled to 10 votes per share of
Class B Common Stock, (ii) 1,000 votes on matters submitted to the Companys shareholders for which holders of Class B Common Stock are entitled to one vote per share of Class B Common Stock and (iii) zero votes on matters submitted to the
Companys shareholders for which holders of Class B Common Stock are not entitled to vote with respect to such shares of Class B Common Stock, and in each case will vote together with the Class B Common Stock. Finally, in the event of any
merger, consolidation or other transaction in which shares of Common Stock are exchanged, each share of Series A Preferred and Series B Preferred will be entitled to receive 1,000 times the amount received per share of Class A Common Stock