dated as of November 18, 2015 between ZOOM TELEPHONICS, INC. and COMPUTERSHARE TRUST COMPANY, N.A., as Rights AgentSection 382 Rights Agreement • January 14th, 2016 • Zoom Telephonics, Inc. • Telephone & telegraph apparatus • Delaware
Page SECTION 1. Certain Definitions 1 SECTION 2. Appointment of Rights Agent 11 SECTION 3. Issue of Rights and Right Certificates 11 SECTION 4. Form of Right Certificates 14 SECTION 5. Execution, Countersignature and Registration 14 SECTION 6. Transfer, Split-Up, Combination and Exchange of Right Certificates; Mutilated, Destroyed, Lost or Stolen Right Certificates; Uncertificated Rights 15 SECTION 7. Exercise of Rights; Expiration Date of Rights 16 SECTION 8. Cancelation and Destruction of Right Certificates 18 SECTION 9. Reservation and Availability of Preferred Shares 18 SECTION 10. Preferred Shares Record Date 20 SECTION 11. Adjustments in Rights After There Is an Acquiring Person; Exchange of Rights for Shares; Business Combinations 20 SECTION 12. Certain Adjustments 24 SECTION 13. Certificate of Adjustment 25 SECTION 14. Additional Covenants 26 SECTION 15. Fractional Rights and Fractional Shares 26 SECTION 16. Rights of Action 28 SECTION 17. Transfer and Ownership of Rights and R
