AMENDMENT NO. 1 TO QUALIFIED OFFER PLAN RIGHTS AGREEMENT
AMENDMENT
NO. 1 TO QUALIFIED OFFER PLAN RIGHTS AGREEMENT
THIS
AMENDMENT TO QUALIFIED OFFER PLAN RIGHTS AGREEMENT (this “Amendment”), dated as
of March 11, 2010, is between Wilshire Enterprises, Inc., a Delaware corporation
(the “Company”), and Continental Stock Transfer & Trust Company, as rights
agent (the “Rights Agent”).
WHEREAS,
the Company and the Rights Agent are parties to a Qualified Offer Plan Rights
Agreement, dated as of December 4, 2008 (the “Rights Agreement”);
and
WHEREAS,
pursuant to Section 27 of the Rights Agreement, the Company and the Rights Agent
desire to amend the Rights Agreement as set forth below;
NOW,
THEREFORE, the Rights Agreement is hereby amended as follows:
1. Amendment of Section
7.
Paragraph
(a), clause (i) of Section 7 of the Rights Agreement is amended to read as
follows:
“(i) the
Close of Business on March 11, 2010 (the “Final Expiration Date”),”
2. Effectiveness.
This
Amendment shall be deemed effective as of the date hereof as if executed by both
parties hereto on such date. By virtue of this Amendment, the Rights
Agreement shall be of no further force and effect.
3. Certification.
The
officer of the Company executing this Amendment, being an appropriate officer of
the Company and authorized to do so by the Board of Directors of the Company,
hereby certifies to the Rights Agent that the amendment to the Rights Agreement
set forth in this Amendment is in compliance with Section 27 of the Rights
Agreement.
4. Miscellaneous.
This
Amendment 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. This Amendment may be executed in any
number of counterparts, 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. If any term, provision, covenant or
restriction of this Amendment is held by a court of competent jurisdiction or
other authority to be invalid, illegal, or unenforceable, the remainder of the
terms, provisions, covenants and restrictions of this Amendment shall remain in
full force and effect and shall in no way be affected, impaired or
invalidated.
IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed as of the date set forth above.
| WILSHIRE ENTERPRISES, INC. | |||
|
|
By:
|
/s/ Xxxxxx Xxxxxx Xxxx | |
| Name: | Xxxxxx Xxxxxx Izak | ||
| Title: | Chairman of the Board and Chief Executive Officer | ||
| CONTINENTAL STOCK TRANSFER & TRUST COMPANY | |||
|
|
By:
|
/s/ Xxxx X. Xxxxx, Xx. | |
| Name: | Xxxx X. Xxxxx, Xx. | ||
| Title: | Vice President | ||
