Rule 13d-1(f) or Rule 13d-1(g) of the General Rules and Regulations promulgated under the Exchange Act, as in effect on the Rights Dividend Declaration Date, with respect to the Common Shares that are Beneficially Owned by such Person, 13G Institutional Investor) provided, however, that a Person who or that was a 13G Institutional Investor shall no longer be a 13G Institutional Investor fromĪnd after the time that it became subject to an obligation to file (regardless of the due date of such filing) a statement on Schedule 13D (or any comparable or successor report) pursuant to Rule 13d-1(a), Rule 13d-1(e), Rule 13d-1(b)(1) of the General Rules and Regulations promulgated under the Exchange Act, as in effect on the Rights Dividend Declaration Date, with respect to the Common Shares that are Beneficially Owned by such Person (a (b) Acquiring Person means any Person who or that, together withĪll Affiliates and Associates of such Person, is the Beneficial Owner of 10% or more of the Common Shares then outstanding, but shall not include (i) any Exempt Person or (ii) any Person who or that, together with all Affiliates orĪssociates of such Person, is the Beneficial Owner of less than 20% of the Common Shares then outstanding and who or that is entitled to file, and files, a statement on Schedule 13G (or any comparable or successor report) pursuant to (a) 13G Institutional Investor has the This Agreement, the following terms have the meanings indicated: NOW, THEREFORE, in consideration of the premises and the mutualĪgreements herein set forth, the parties hereby agree as follows: Right (as such number may be adjusted pursuant to the provisions of this Agreement) with respect to each Common Share that becomes outstanding (whether as an original issuance or from the Companys treasury) between the Record Date and theĮarlier of the (a) Distribution Date and (b) Expiration Date, and in certain circumstances after the Distribution Date. WHEREAS, the Board further authorized and directed the issuance of one The Close of Business on November 12, 2012 (the Record Date), each Right initially representing the right to purchase one one-thousandth of a Preferred Share (as such number may be adjusted pursuant to the provisions of thisĪgreement) and having the rights, preferences and privileges set forth in the form of Certificate of Designation of Rights, Preferences and Privileges of Series A Participating Preferred Stock attached hereto as Exhibit A, upon the termsĪnd subject to the conditions set forth herein and Board) adopted this Agreement and authorized and declared a dividend of one preferred share purchase right (each, a Right, and collectively, the Rights) for each Common Share outstanding as of WHEREAS, on November 2, 2012 (the Rights Dividend Declaration Date), the Board of Directors of the Company (the Shall have the respective meanings given thereto in Section 1. All capitalized terms that are used in this Agreement Inc., a Delaware corporation (the Company), and Computershare Trust Company, N.A., a federally chartered trust company, as rights agent (the Rights Agent). This PREFERRED SHARES RIGHTS AGREEMENT (this Agreement), dated as of November 2, 2012, is by and between Netflix, Descriptive Headings Interpretationįorm of Certificate of Designation of Rights, Preferences and Privileges of Series A Participating Preferred Stock Merger, Consolidation or Change of Name of Rights Agent Holders of Rights Certificate Not Deemed to be Stockholders Consolidation, Merger or Sale or Transfer of Assets, Cash Flow or Earning Power Certificate of Adjusted Exercise Price or Number of Shares Adjustment of Exercise Price, Number and Kind of Shares or Number of Rights Reservation and Availability of Preferred Shares Cancellation and Destruction of Rights Certificates Exercise of Rights Exercise Price Expiration Date of Rights Transfer, Split Up, Combination and Exchange of Rights Certificates Mutilated, Destroyed, Lost or Stolen Rights
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